UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D.C. 20549
|
FORM
S-1
|
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
Registration
No. _________________
|
PEOPLESTRING CORPORATION |
(Exact name of registrant as specified in its charter) |
Delaware |
(State or other jurisdiction of incorporation or organization) |
7389 |
(Primary Standard Industrial Classification Code Number) |
90-0436540 |
(I.R.S. Employer Identification No.) |
157
Broad Street, Suite 109
Red
Bank, NJ 07701
Fax:
(732) 741-2842
|
(Address,
including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)
|
Darin
M. Myman
157
Broad Street, Suite 109
Red
Bank, NJ 07701
Fax:
(732) 741-2842
|
(Address,
including zip code, and telephone number, including area code, of agent
for service)
|
Copies
to:
Barbara
R. Mittman, Esq.
551
Fifth Avenue, Suite 1601
New
York, NY 10176
Tel:
(212) 697-9500
|
From time to time after the effective date of this Registration Statement |
(Approximate date of commencement of proposed sale to the public) |
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box:
x
|
If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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
|
|
If
this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
o
|
|
Indicate
by check mark whether the registrant is a large accelerated file, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.
|
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
Non-accelerated
filer
o
(Do not
check if a smaller reporting company)
|
Smaller
reporting company
x
|
Title
of Each Class of Securities
to
be Registered
|
Amount
to be
Registered
(1)(2)
|
Proposed
Offering
Price
Per Share
(3)(4)
|
Proposed
Maximum
Aggregate
Offering
Price
(3) (4)
|
Amount
of
Registration
Fee
|
||||||||||||
Common
Stock,
$0.00001
par value per share
|
8,800,000 | $ | 0.125 | $ | 1,100,000 | $ | 61.38 |
(1)
|
An
indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar transactions and in such an event the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416 under the Securities Act of
1933, as amended (the “Securities
Act”).
|
(2)
|
Represents
shares issued by Peoplestring Corporation in private placement
transactions completed on October 30,
2009.
|
(4)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933, as amended (the
“Securities Act”).
|
Page
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6
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7
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8
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9
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16
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16
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16
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16
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18
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22
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22
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23
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25
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27
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28
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28
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28
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29
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29
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30
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31
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31
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32
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33
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34
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36
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59
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63
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Selling
Security Holders:
|
The
selling stockholders named in this prospectus are existing stockholders of
PeopleString who purchased shares of our common stock in private placement
transactions completed on October 30, 2009. The issuance of the shares by
us to the selling stockholders was exempt from the registration
requirements of the Securities Act of 1933 (the “Securities Act”). See
“Selling Security Holders.”
|
Securities
Being Offered:
|
Up
to 8,800,000 shares of our common stock, par value $0.00001 per
share.
|
Offering
Price:
|
The
selling stockholders will sell the shares of our common stock at a fixed
price of $0.125 per share until shares of our common stock are quoted on
the OTC Bulletin Board or listed for trading or quoted on any other public
market, other than quotation in the pink sheets, and thereafter at
prevailing market prices or privately negotiated prices. We intend to seek
to have our common stock quoted on the OTC Bulletin upon our becoming a
reporting entity under the Securities Exchange Act of 1934 (the “Exchange
Act”), but we cannot provide any assurance that our common stock will ever
be quoted on the OTC Bulletin Board or traded on any securities
exchange.
|
Minimum
Number of Shares To Be Sold in This Offering:
|
None.
|
Common
Stock Outstanding Before and After the Offering:
|
33,900,000
shares of our common stock are issued and outstanding as of the date of
this prospectus. All of the 8,800,000 shares of common stock to be sold
under this prospectus will be sold by existing
stockholders.
|
Use
of Proceeds:
|
We
will not receive any proceeds from the sale of the common stock by the
selling stockholders.
|
Risk
Factors:
|
See
“Risk Factors” below and the other information in this prospectus for a
discussion of the factors you should consider before deciding to invest in
shares of our common stock.
|
September
30, 2009
|
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
BALANCE
SHEET DATA
|
||||||||
Total
Assets
|
$ | 239,134 | $ | 201,181 | ||||
Total
Liabilities
|
101,342 | 24,838 | ||||||
Stockholder's
equity
|
$ | 137,792 | $ | 176,343 |
Period
January 2, 2009
|
Period
January 2, 2009
|
|||||||
(Date
of Formation)
|
(Date
of Formation)
|
|||||||
Through
September
30, 2009
|
Through
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
OPERATING
DATA
|
||||||||
Revenue
|
$ | 338,991 | $ | 83,633 | ||||
Net
(loss) earnings
|
(138,173 | ) | 478 | |||||
Net
(loss) earnings per common share
|
$ | (0.01 | ) | $ | 0.00 |
•
|
any
breakdowns or system failures, including from fire, flood, earthquake,
typhoon or other natural disasters, power loss or telecommunications
failure, resulting in a sustained shutdown of all or a material portion of
our servers; and
|
|
•
|
any
security breach caused by hacking, loss or corruption of data or
malfunctions of software, hardware or other computer equipment, and the
inadvertent transmission of computer viruses.
|
Shareholder
(7)
|
Shares
Owned
Before
the Offering
|
Shares
Being
Offered
|
Percentage
of
Class
Owned
Before
the
Offering
|
Percentage
of
Class
After
Offering
Assuming
Maximum
Sold
|
BigString
Corporation (1)
|
10,000,000
|
900,000
|
29.5%
|
26.8%
|
Darin
M. Myman (1)
|
2,500,000
|
250,000
|
7.4%
|
6.6%
|
Robert
S. DeMeulemeester (1)
|
2,500,000
|
250,000
|
7.4%
|
6.6%
|
Adam
M. Kotkin (1)
|
2,500,000
|
250,000
|
7.4%
|
6.6%
|
Peter
Shelus
|
800,000
|
80,000
|
2.4%
|
2.1%
|
Craig
Myman (2)
|
800,000
|
80,000
|
2.4%
|
2.1%
|
Robb
Knie
|
3,000,000
|
1,475,000
|
8.8%
|
4.5%
|
Barry
Honig (3)
|
2,950,000
|
1,450,000
|
8.7%
|
4.4%
|
Alan
S. Honig (3)
|
610,000
|
300,000
|
1.8%
|
0.9%
|
Alan
S. Honig Custodian for Cameron Honig UTMA F/L (3)
|
585,000
|
75,000
|
1.7%
|
1.5%
|
Alan
S. Honig Custodian for Harrison Honig UTMA F/L (3)
|
585,000
|
75,000
|
1.7%
|
1.5%
|
Alan
S. Honig Custodian for Jacob Honig UTMA F/L (3)
|
585,000
|
75,000
|
1.7%
|
1.5%
|
Alan
S. Honig Custodian for Ryan Honig UTMA F/L (3)
|
585,000
|
75,000
|
1.7%
|
1.5%
|
Jonathan
Honig
|
1,000,000
|
450,000
|
2.9%
|
1.6%
|
Kim
& Matthew Barra
|
200,000
|
100,000
|
0.6%
|
0.3%
|
Sara
& Patrick Vertucci
|
100,000
|
50,000
|
0.3%
|
0.1%
|
Revolutionary
Asset Management LLC (4)
|
100,000
|
50,000
|
0.3%
|
0.1%
|
Milton
& Olga Cohen
|
70,000
|
35,000
|
0.2%
|
0.1%
|
Bruce
Duane Van Heel
|
1,000,000
|
150,000
|
2.9%
|
2.5%
|
Barbara
R. Mittman (5)
|
300,000
|
150,000
|
0.9%
|
0.4%
|
Joseph
A. Noel (6)
|
560,000
|
560,000
|
1.7%
|
0.0%
|
Sheena
Kong (6)
|
560,000
|
560,000
|
1.7%
|
0.0%
|
Frank
D'Agostino (6)
|
400,000
|
400,000
|
1.2%
|
0.0%
|
Robert
S. Coleman Trust (6)
|
400,000
|
400,000
|
1.2%
|
0.0%
|
Michael
Brauser (6)
|
400,000
|
400,000
|
1.2%
|
0.0%
|
Katherine
Noel Zuniga (6)
|
160,000
|
160,000
|
0.5%
|
0.0%
|
TOTAL
SHARES OFFERED BY SELLING SHAREHOLDERS
|
33,250,000
|
8,800,000
|
(1)
|
Mr.
Myman, Mr. DeMeulemeester and Mr. Kotkin are officers and directors of the
board of BigString Corporation and have sole voting and dispositive
control over the shares held by BigString Corporation.
|
(2)
|
Craig
Myman is the brother of Darin M. Myman. Craig Myman has sole voting and
dispositive control over his shares.
|
(3)
|
Barry
Honig’s father, Alan S. Honig, is the custodian and controlling person for
Barry Honig’s children: Cameron Honig, Harrison Honig, Jacob Honig and
Ryan Honig. Barry Honig disavows any control over shares held in his
children’s custodial accounts.
|
(4)
|
The
controlling persons for this selling stockholder are Richard
McGuire
|
(5)
|
Barbara
R. Mittman is an independent attorney for PeopleString.
|
(6)
|
PeopleString
agreed to provide the selling shareholders with registration
rights.
|
(7)
|
None
of the selling shareholders listed above have or have had any position,
office, or other material relationship within the past three years with
the registrant or any of its predecessors or affiliates, except Mr. Myman,
Mr. DeMeulemeester and Mr. Kotkin who control BigString Corporation
shares. None of the selling shareholders is a broker-dealer or affiliate
of a broker-dealer in the United
States.
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principle and resale by the broker-dealer for its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transaction;
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per
share;
|
·
|
specified
number of such shares at a stipulated price per
share;
|
·
|
a
combination of any such methods of sale;
and
|
·
|
any
other method permitted pursuant to applicable
law.
|
·
|
sells
for less than $5 a share,
|
·
|
is
not listed on an exchange, and
|
·
|
is
not a stock of a "substantial
issuer."
|
·
|
that
transactions in penny stocks are suitable for the person
and
|
·
|
the
person, or his/her advisor, is capable of evaluating the risks in penny
stocks.
|
·
|
Control
of the market for the security by one or a few broker-dealers that are
often related to the promoter or
issuer;
|
·
|
Manipulation
of prices through prearranged matching of purchases and sales and false
and misleading press releases;
|
·
|
“Boiler
room” practices involving high pressure sales tactics and unrealistic
price projections by inexperienced sales
persons;
|
·
|
Excessive
and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
|
·
|
Wholesale
dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the inevitable
collapse of those prices with consequent investor
losses.
|
•
|
have
equal ratable rights to dividends from funds legally available if and when
declared by our board of directors;
|
•
|
are
entitled to share ratably in all of our assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of
our affairs;
|
•
|
do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
•
|
have
unlimited voting rights, with each share being entitled to one
non-cumulative vote per share on all matters on which stockholders may
vote.
|
Period
January 2, 2009
|
Period
January 2, 2009
|
|||||||
(Date
of Formation)
|
(Date
of Formation)
|
|||||||
Through
September
30, 2009
|
Through
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
OPERATIONS
|
||||||||
Revenue
|
$ | 338,991 | $ | 83,633 | ||||
Operating
expenses
|
477,381 | 83,201 | ||||||
Net
(loss) earnings
|
$ | (138,173 | ) | $ | 478 |
Period
January 2, 2009
|
Period
January 2, 2009
|
|||||||
(Date
of Formation)
|
(Date
of Formation)
|
|||||||
Through
September
30, 2009
|
Through
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
EXPENSES
|
||||||||
Cost
of revenues
|
$ | 180,271 | $ | 41,186 | ||||
Professional
fees
|
115,788 | 15,687 | ||||||
General
and administrative
|
$ | 181,322 | $ | 26,328 |
|
1. One
percent of the number of shares of the company's common stock then
outstanding, which, in our case, will equal approximately 339,000 shares
as of the date of this prospectus;
or
|
|
2.
The average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on form 144 with
respect to the sale.
|
·
|
has
ceased to be a shell Company;
|
·
|
is
subject to the Exchange Act reporting
obligations;
|
·
|
has
filed all required Exchange Act reports during the preceding twelve
months; and
|
·
|
at
least one year has elapsed from the time the Company filed with the SEC,
current Form 10 type information reflecting its status as an entity that
is not a shell company.
|
Summary
Compensation Table (1)
|
|||||||||||||||||||||||||||||||||
Name
and Position
|
Year
(1)
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All
Other Compensation ($)
|
Total
($)
|
||||||||||||||||||||||||
Darin
M. Myman,
President and Chief Executive
Officer
|
2009
|
$ | 16,252 | $ | - | $ | - | $ | - | $ | $ | $ | - | $ | 16,252 | ||||||||||||||||||
Robert
S. DeMeulemeester,
Executive Vice President,
Chief Financial Officer and Treasurer
|
2009
|
5,773 | - | - | - | - | - | - | 5,773 | ||||||||||||||||||||||||
Adam
M. Kotkin,
Chief Operating
Officer
and
Secretary
|
2009
|
11,255 | - | - | - | - | - | - | 11,255 |
(1)
|
Compensation
is for the period January 2, 2009 (Date of Formation) to October 31,
2009.
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature
of
Beneficial
Ownership
|
Percent
of
Class before Offering
|
Amount
outstanding after the Offering
|
Common
Stock
|
Darin
M. Myman (1)(2)(3)
157
Broad Street, Suite 109
Red
Bank, NJ 07701
|
2,500,000
|
7.4%
|
2,250,000
|
Common
Stock
|
Robert
S. DeMeulemeester (1)(3)(4)
157
Broad Street, Suite 109
Red
Bank, NJ 07701
|
2,500,000
|
7.4%
|
2,250,000
|
Common
Stock
|
Adam
M. Kotkin (1)(3)(5)
157
Broad Street, Suite 109
Red
Bank, NJ 07701
|
2,500,000
|
7.4%
|
2,250,000
|
Common
Stock
|
BigString
Corporation (3)(6)
157
Broad Street, Suite 109
Red
Bank, NJ 07701
|
10,000,000
|
29.5%
|
9,100,00
|
Common
Stock
|
Robb
Knie
6
Horizon Road, Suite 1903
Fort
Lee, NJ 07024
|
3,000,000
|
8.8%
|
1,525,000
|
Common
Stock
|
Barry
Honig
595
South Federal Highway, Suite 600
Boca
Raton, FL 33432
|
2,950,000
|
8.7%
|
1,500,000
|
Common
Stock
|
Alan
S. Honig (7)
1501
Broadway, Suite 1313
New
York, NY 10036
|
2,950,000
|
8.7%
|
2,350,000
|
All
Officers and Directors as a Group (3 people)
|
17,500,000
|
51.6%
|
15,850,000
|
(1)
|
Such
person currently serves as a director of PeopleString
Corporation.
|
(2)
|
Mr.
Myman serves as the President and Chief Executive Officer of
PeopleString.
|
(3)
|
Such
person currently serves as an executive officer and director of BigString
Corporation.
|
(4)
|
Mr.
DeMeulemeester serves as Executive Vice President, Chief Financial Officer
and Treasurer of PeopleString.
|
(5)
|
Mr.
Kotkin serves as Chief Operating Officer and Secretary of
PeopleString.
|
(6)
|
The
officers/directors of PeopleString Corporation are also the officers and
directors of BigString Corporation, a public
company.
|
(7)
|
Includes
2,340,000 shares held in the name of Alan S. Honig Custodian for Cameron
Honig UTMA F/L, Alan S. Honig Custodian for Harrison Honig UTMA F/L, Alan
S. Honig Custodian for Jacob Honig UTMA F/L and Alan S. Honig Custodian
for Ryan Honig UTMA F/L, for the benefit of Mr. Barry Honig’s minor
children, Cameron, Harrison, Jacob and Ryan, under the Uniform Transfers
to Minors Act, as to which shares Mr. Barry Honig disclaims any beneficial
ownership.
|
Name
|
Common
Shares
|
|||
Barry
Honig
|
2,950,000 | |||
Alan
S. Honig
|
610,000 | |||
Alan
S. Honig Custodian for Cameron Honig UTMA F/L
|
585,000 | |||
Alan
S. Honig Custodian for Harrison Honig UTMA F/L
|
585,000 | |||
Alan
S. Honig Custodian for Jacob Honig UTMA F/L
|
585,000 | |||
Alan
S. Honig Custodian for Ryan Honig UTMA F/L
|
585,000 | |||
Jonathan
Honig
|
1,000,000 |
Name
|
Common
Shares
|
|||
Kim
& Matthew Barra
|
200,000 | |||
Sara
& Patrick Vertucci
|
100,000 | |||
Revolutionary
Asset Mgmt, LLC
|
100,000 | |||
Milton
& Olga Cohen
|
70,000 |
PAGE | |
38
|
|
39
|
|
40
|
|
41
|
|
42
|
|
43
|
|
Joel Wiener, CPA |
Wiener
Goodman & Company,
P.C.
Certified Public Accountants &
Consultants
|
Gerald Goodman, CPA |
One Industrial Way West
Building A
Eatontown, NJ 07724
P: (732) 544-8111
F: (732) 544-8788
E-mail:
tax@wgpc.net
|
Memberships:
PCPS of AICPA
American Institute of CPA
New Jersey Society of
CPA
|
June
30, 2009
|
||||
ASSETS
|
||||
Current
assets:
|
||||
Cash and cash
equivalents
|
$ | 183,729 | ||
Accounts receivable
- net of allowance of $20
|
3,847 | |||
Prepaid expenses
and other current assets
|
13,605 | |||
Total
current assets
|
$ | 201,181 | ||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
Current
liabilities:
|
||||
Accounts
payable
|
$ | 2,975 | ||
Accrued
expenses
|
21,863 | |||
Total
current liabilities
|
24,838 | |||
Stockholders'
equity:
|
||||
Common stock,
$0.00001 par value - authorized 250,000,000 shares; outstanding
28,433,690
|
284 | |||
Additional paid in
capital
|
155,081 | |||
Deposit on common
stock
|
20,500 | |||
Retained
earnings
|
478 | |||
Total
stockholders' equity
|
176,343 | |||
Total liabilities and
stockholders' equity
|
$ | 201,181 | ||
Period
|
||||
January
2, 2009
|
||||
(Date
of Formation)
|
||||
Through
|
||||
June
30, 2009
|
||||
Operating
revenues
|
$ | 83,633 | ||
Operating
expenses:
(1)
|
||||
Cost of
revenues
|
41,186 | |||
Research,
development, sales, general and administrative
|
42,015 | |||
Total
operating expenses
|
83,201 | |||
Income
from operations
|
432 | |||
Other
income:
|
||||
Interest
income
|
46 | |||
Total
other income
|
46 | |||
Net
earnings
|
$ | 478 | ||
Net
earnings per common share:
|
||||
Basic and
diluted
|
$ | 0.00 | ||
Weighted
average common shares outstanding:
|
||||
Basic and
diluted
|
16,571,486 | |||
(1)
Non-cash,
stock-based compensation by function above:
|
||||
Cost of
revenues
|
$ | - | ||
Research,
development, sales, general and administrative
|
1,450 | |||
Total
stock-based compensation
|
$ | 1,450 |
Common
Stock
|
Additional
|
Deposit
on
|
||||||||||||||||||||||
No.
of
|
Paid-In
|
Common
|
Retained
|
|||||||||||||||||||||
Total
|
Shares
|
Amount
|
Capital
|
Stock
|
Earnings
|
|||||||||||||||||||
Balance,
January 2, 2009
|
$ | - | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Issuance
of common stock (at $0.00005 per share)
|
500 | 10,000,000 | 100 | 400 | - | - | ||||||||||||||||||
Sale
of common stock (at $0.00005 per share)
|
415 | 8,300,000 | 83 | 332 | - | - | ||||||||||||||||||
Issuance
of common stock for services (valued at $0.001 per share)
|
1,450 | 1,450,000 | 14 | 1,436 | - | - | ||||||||||||||||||
Sale
of common stock (at $0.001 per share)
|
- | 3,000,000 | 30 | 2,970 | (3,000 | ) | - | |||||||||||||||||
Sale
of common stock (at $0.03 per share)
|
150,000 | 5,683,690 | 57 | 149,943 | - | - | ||||||||||||||||||
Sale
of common stock (at $0.05 per share)
|
23,500 | - | - | - | 23,500 | - | ||||||||||||||||||
Net
earnings
|
478 | - | - | - | - | 478 | ||||||||||||||||||
Balance,
June 30, 2009
|
$ | 176,343 | 28,433,690 | $ | 284 | $ | 155,081 | $ | 20,500 | $ | 478 |
Period
|
||||
January
2, 2009
|
||||
(Date
of Formation)
|
||||
Through
|
||||
June
30, 2009
|
||||
Cash
flows from operating activities:
|
||||
Net
earnings
|
$ | 478 | ||
Adjustments to
reconcile net earnings to net cash provided by operating
activities:
|
||||
Non-cash,
stock-based compensation
|
1,450 | |||
Changes
in operating assets and liabilities:
|
||||
(Increase) in accounts
receivable, net
|
(3,847 | ) | ||
(Increase) in prepaid
expenses and other assets
|
(13,605 | ) | ||
Increase in accounts
payable
|
2,975 | |||
Increase in accrued
expenses and other liabilities
|
21,863 | |||
Net
cash provided by operating activities
|
9,314 | |||
Cash
flows from financing activities:
|
||||
Proceeds from
issuance of common stock
|
174,415 | |||
Net
change in cash and cash equivalents
|
183,729 | |||
Cash
and cash equivalents - beginning of period
|
- | |||
Cash
and cash equivalents - end of period
|
$ | 183,729 | ||
Supplementary
information:
|
||||
Non-cash
transactions during the periods for:
|
||||
Common stock issued
for services
|
$ | 1,450 | ||
Total
stock-based compensation:
|
$ | 1,450 |
PAGE
|
|
49
|
|
50
|
|
51
|
|
52
|
|
53
|
|
54
|
|
Period
|
||||
January
2, 2009
|
||||
(Date
of Formation)
|
||||
Through
|
||||
September
30, 2009
|
||||
Operating
revenues
|
$ | 338,991 | ||
Operating
expenses:
(1)
|
||||
Cost of
revenues
|
180,271 | |||
Research,
development, sales, general and administrative
|
297,110 | |||
Total
operating expenses
|
477,381 | |||
Loss
from operations
|
(138,390 | ) | ||
Other
income:
|
||||
Interest
income
|
217 | |||
Total
other income
|
217 | |||
Net
loss
|
$ | (138,173 | ) | |
Net
loss per common share:
|
||||
Basic and
diluted
|
$ | (0.01 | ) | |
Weighted
average common shares outstanding:
|
||||
Basic and
diluted
|
21,326,487 | |||
(1)
Non-cash,
stock-based compensation by function above:
|
||||
Cost of
revenues
|
$ | - | ||
Research,
development, sales, general and administrative
|
66,450 | |||
Total
stock-based compensation
|
$ | 66,450 |
Common
Stock
|
Additional
|
|||||||||||||||||||
No.
of
|
Paid-In
|
|||||||||||||||||||
Total
|
Shares
|
Amount
|
Capital
|
Deficit
|
||||||||||||||||
Balance,
January 2, 2009
|
$ | - | - | $ | - | $ | - | $ | - | |||||||||||
Issuance
of common stock (at $0.00005 per share)
|
500 | 10,000,000 | 100 | 400 | - | |||||||||||||||
Sale
of common stock (at $0.00005 per share)
|
415 | 8,300,000 | 83 | 332 | - | |||||||||||||||
Issuance
of common stock for services (valued at $0.001 per share)
|
1,450 | 1,450,000 | 14 | 1,436 | - | |||||||||||||||
Sale
of common stock (at $0.001 per share)
|
3,000 | 3,000,000 | 30 | 2,970 | - | |||||||||||||||
Sale
of common stock (at $0.03 per share)
|
182,100 | 6,900,000 | 69 | 182,031 | - | |||||||||||||||
Sale
of common stock (at $0.05 per share)
|
23,500 | 470,000 | 5 | 23,495 | - | |||||||||||||||
Issuance
of common stock for services (valued at $0.05 per share)
|
65,000 | 1,300,000 | 13 | 64,987 | - | |||||||||||||||
Net
loss
|
(138,173 | ) | - | - | - | (138,173 | ) | |||||||||||||
Balance,
September 30, 2009
|
$ | 137,792 | 31,420,000 | $ | 314 | $ | 275,651 | $ | (138,173 | ) |
Period
|
||||
January
2, 2009
|
||||
(Date
of Formation)
|
||||
Through
|
||||
September
30, 2009
|
||||
Cash
flows from operating activities:
|
||||
Net
loss
|
$ | (138,173 | ) | |
Adjustments to
reconcile net loss to net cash provided by operating
activities:
|
||||
Non-cash,
stock-based compensation
|
66,450 | |||
Changes
in operating assets and liabilities:
|
||||
Increase in accounts
receivable, net
|
(18,551 | ) | ||
Increase in prepaid
expenses and other assets
|
(20,550 | ) | ||
Increase in accounts
payable
|
7,594 | |||
Increase in accrued
expenses and other liabilities
|
93,748 | |||
Net
cash used in operating activities
|
(9,482 | ) | ||
Cash
flows from financing activities:
|
||||
Proceeds from
issuance of common stock
|
209,515 | |||
Net
change in cash and cash equivalents
|
200,033 | |||
Cash
and cash equivalents - beginning of period
|
- | |||
Cash
and cash equivalents - end of period
|
$ | 200,033 | ||
Supplementary
information:
|
||||
Non-cash
transactions during the periods for:
|
||||
Common
stock issued for services
|
$ | 66,450 | ||
Total non-cash, stock-based
compensation:
|
$ | 66,450 |
Expenses
(1)
|
||||
SEC
registration fee
|
$ | 61 | ||
Accounting
fees and expenses
|
20,000 | |||
Legal
fees and expenses
|
15,000 | |||
Printing
and engraving expenses
|
7,500 | |||
Blue
Sky fees and expenses
|
2,500 | |||
Transfer
Agent and Registrar expenses
|
2,500 | |||
Miscellaneous
expenses
|
10,000 | |||
TOTAL
|
$ | 57,561 |
Date
|
Name
|
Common
Shares
|
|
1/2/2009
|
BigString
Corporation
|
10,000,000
|
|
4/2/2009
|
Darin
M. Myman
|
2,500,000
|
|
4/2/2009
|
Robert
S. DeMeulemeester
|
2,500,000
|
|
4/2/2009
|
Adam
M. Kotkin
|
2,500,000
|
|
4/2/2009
|
Peter
Shelus
|
800,000
|
|
4/2/2009
|
Craig
Myman
|
800,000
|
|
4/2/2009
|
Marc
Dutton
|
400,000
|
|
4/2/2009
|
Jeffrey
Kay
|
200,000
|
|
4/2/2009
|
Randi
Karmin
|
50,000
|
|
4/15/2009
|
Robb
Knie
|
3,000,000
|
|
6/15/2009
|
Barry
Honig
|
2,950,000
|
|
6/15/2009
|
Alan
S. Honig
|
610,000
|
|
6/15/2009
|
Alan
S. Honig Custodian for Cameron Honig UTMA F/L
|
423,015
|
|
6/15/2009
|
Alan
S. Honig Custodian for Harrison Honig UTMA F/L
|
423,015
|
|
6/15/2009
|
Alan
S. Honig Custodian for Jacob Honig UTMA F/L
|
423,015
|
|
6/15/2009
|
Alan
S. Honig Custodian for Ryan Honig UTMA F/L
|
423,015
|
|
6/15/2009
|
Jonathan
Honig
|
431,630
|
|
7/2/2009
|
Alan
S. Honig Custodian for Cameron Honig UTMA F/L
|
161,985
|
|
7/2/2009
|
Alan
S. Honig Custodian for Harrison Honig UTMA F/L
|
161,985
|
|
7/2/2009
|
Alan
S. Honig Custodian for Jacob Honig UTMA F/L
|
161,985
|
|
7/2/2009
|
Alan
S. Honig Custodian for Ryan Honig UTMA F/L
|
161,985
|
|
7/2/2009
|
Jonathan
Honig
|
568,370
|
|
7/13/2009
|
Kim
& Matthew Barra
|
200,000
|
|
7/13/2009
|
Sara
& Patrick Vertucci
|
100,000
|
|
7/13/2009
|
Revolutionary
Asset Mgmt, LLC
|
100,000
|
|
7/13/2009
|
Milton
& Olga Cohen
|
70,000
|
|
8/15/2009
|
Bruce
Van Heel
|
1,000,000
|
|
8/15/2009
|
Barbara
R. Mittman
|
300,000
|
|
10/19/2009
|
Joseph
A. Noel
|
560,000
|
|
10/19/2009
|
Sheena
Kong
|
560,000
|
|
10/19/2009
|
Frank
D'Agostino
|
400,000
|
|
10/19/2009
|
Robert
S. Coleman Trust
|
400,000
|
|
10/19/2009
|
Michael
Brauser
|
400,000
|
|
10/19/2009
|
Katherine
Noel Zuniga
|
160,000
|
1.
|
To
file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement
to:
|
|
i.
|
Include
any prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
ii.
|
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration
statement; and notwithstanding the forgoing, 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 the volume and price
represent no more than a 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.
|
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and
the offering of the securities at that time to be the initial bona fide
offering.
|
|
3.
|
File
a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the
offering.
|
|
4.
|
For
determining liability of the undersigned registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
|
i.
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424.
|
ii.
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
|
||
iii.
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
iv.
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser
|
|
5.
|
For
the purpose of determining liability under the Securities Act of 1933 to
any purchaser:
|
|
If
the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness.
|
Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first
use.
|
6.
|
Insofar
as indemnification for liabilities arising under the Securities Act 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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment of 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 the Registrant is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
|
By: /s/ Darin M. Myman, |
President
and Chief Executive Officer
|
By: /s/ Robert S. DeMeulemeester, |
Executive
Vice President,
Chief
Financial Officer and Treasurer
|
By: /s/ Darin M. Myman, |
President
and Chief Executive Officer
|
By: /s/ Robert S. DeMeulemeester, |
Executive
Vice President,
Chief
Financial Officer and Treasurer
|
4640442
8300
090192154
You may verify this certificatte online at
corp.delaware.gov/authver.shtml
|
/s/
Jeffrey W. Bullock
Jeffrey
W. Bullock, Secretary of State
AUTHENTICATION:
7154301
DATE:
02-25-09
|
CERTIFICATE
OF INCORPORATION
OF
PEOPLESTRING
CORPORATION
|
State
of Delaware
Secretary
of State
Divizion
of Carporations
Delivered
09:16 AM 01/02/2009
FILED
09:07 AM 01/02/2009
SRV
090000205 -
4640442
FILE
|
/s/Stefanie
Hernandez
|
Stefanie Hernandez |
INCORPORATOR |
a)
|
Formation of
Committees
. The Board of Directors may, by resolution
passed by a majority of the Board, designate one or more committees of the
Board of Directors, including an executive committee, each committee to
consist of two (2) or more directors of the Corporation. The
Board may designate one or more directors as alternative members of any
committee who may replace any absent or disqualified member at any meeting
of the committee. Any such committee, to the extent provided in
the enabling resolution and permitted under Section 141 the Delaware
General Corporation Law, shall have and may exercise the powers 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 which may require it. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Each
committee shall keep regular minutes of its meetings and report them to
the Board of Directors when
required.
|
b)
|
Quorum
. A
majority of the members of a committee or subcommittee shall constitute a
quorum for the transaction of business at any meeting of such committee or
subcommittee.
|
c)
|
Required
Vote
. The act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the committee or
subcommittee.
|
a)
|
that
he or she is or was a director or officer of the Corporation,
or
|
b)
|
that
he or she, being at the time a director or officer of the Corporation, is
or was serving at the request of the Corporation as a director, trustee,
officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect
to an employee benefit plan (collectively, “Another Enterprise” or “Other
Enterprise”),
|
Re:
|
PeopleString
Corporation
|
Registration
Statement on Form S-1
|
|
8,800,000 Shares of
Common Stock
|
Joel Wiener, CPA |
Wiener Goodman & Company, P.C.
Certified Public Accountants &
Consultants
|
Gerald Goodman, CPA |
One Industrial Way West
Building A
Eatontown, NJ 07724
P: (732) 544-8111
F: (732) 544-8788
E-mail:
tax@wgpc.net
|
Memberships:
PCPS of AICPA
American Institute of CPA
New Jersey Society of
CPA
|