x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SNAP INTERACTIVE, INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
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20-3191847
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
363 7th Avenue, 13th Floor,
New York, NY
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10001
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(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code
: (516) 942-2030
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None.
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|
Securities registered pursuant to Section 12(g) of the Exchange Act:
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|
Common stock, par value $0.001 per share.
(Title of class)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
(Do not check if a smaller reporting company)
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o
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Smaller reporting company
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x
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PART I
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Page
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ITEM 1.
|
1 | |
ITEM 1A.
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4 | |
ITEM 1B.
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11 | |
ITEM 2.
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12 | |
ITEM 3.
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12 | |
ITEM 4.
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12 | |
PART II
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||
ITEM 5.
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13 | |
ITEM 6.
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14 | |
ITEM 7.
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14 | |
ITEM 7A.
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19 | |
ITEM 8.
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F-1 | |
ITEM 9.
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20 | |
ITEM 9A.
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20 | |
ITEM 9B.
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20 | |
PART III
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||
ITEM 10.
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21 | |
ITEM 11.
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22 | |
ITEM 12.
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23 | |
ITEM 13.
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24 | |
ITEM 14.
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25 | |
PART IV
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||
ITEM 15.
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26 | |
●
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our ability to successfully transition to a subscription-based online dating model;
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●
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our ability to obtain additional financing to implement our long-term growth strategy;
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●
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our ability to anticipate and respond to changing consumer trends and preferences;
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●
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reliance on our sole officer and director and our ability to attract and hire key personnel;
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●
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the intense competition in the online dating marketplace;
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●
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our ability to establish and maintain brand recognition;
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●
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our ability to develop and market new technologies to respond to rapid technological changes;
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●
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our reliance on a very limited number of third party platforms to run our applications and the ability of third party platforms to take action against these applications,
including the sole ability to remove an application from the platform;
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●
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our protection of intellectual property;
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●
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the potential impact of a finding that we have infringed on intellectual property rights of others;
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●
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our ability to create and maintain secure websites and protect our technology from hackers;
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●
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reliance upon credit card processors and related merchant account approvals; and
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●
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other circumstances that could disrupt the functioning of our applications and websites.
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●
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effectuate our long-term growth strategy and expand our product development;
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●
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market our products to attract more paying subscribers; and
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●
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hire additional technical and managerial talent.
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●
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Our ability to hire and retain talented employees, including technical employees, executives, and marketing experts;
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●
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Competition for acquiring users that could result in increased user acquisition costs;
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●
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Reliance upon the platforms on which we build which maintain significant control over our activities on their platforms; and
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●
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Our ability to remain innovative in our fast-changing industry.
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●
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The basis on which the broker or dealer made the suitability determination, and
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●
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That the broker or dealer received a signed, written agreement from the investor prior to the transaction.
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●
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Variations in our quarterly operating results;
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●
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Loss of a key relationship or failure to complete significant transactions;
|
●
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Additions or departures of key personnel; and
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●
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Fluctuations in stock market price and volume.
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High Bid* ($)
|
|
Low Bid* ($)
|
||||||
2010
|
||||||||
Fourth quarter
|
$
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3.20
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0.12
|
|||||
Third quarter
|
$
|
0.48
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0.10
|
|||||
Second quarter
|
$
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0.33
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0.10
|
|||||
First quarter
|
$
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0.47
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0.10
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|||||
2009
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||||||||
Fourth quarter
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$
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0.15
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0.07
|
|||||
Third quarter
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$
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0.17
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0.07
|
|||||
Second quarter
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$
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0.27
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0.13
|
|||||
First quarter
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$
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0.35
|
0.17
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants, and rights
|
Weighted-average exercise
price of outstanding
options, warrants and
rights
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
|
|
Plan category
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(a)
|
(b)
|
(c)
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Equity compensation plans approved by security holders
|
—
|
—
|
—
|
Equity compensation plans not approved by security holders
|
5,705,000
|
$0.23
|
—
|
Total
|
5,705,000
|
$0.23
|
—
|
●
|
Revenue increased 110% to $6,668,627 for 2010 compared to $3,170,725 for 2009;
|
●
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Cost of revenue increased 11% to $1,581,332 for 2010 compared to $1,423,585 for 2009;
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●
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Deferred revenue at December 31, 2010 increased 589% to $1,937,915 compared to $281,049 at December 31, 2009; and
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●
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Net cash provided by operating activities increased 169% to $1,145,694 for 2010 compared to $426,230 for 2009.
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●
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Subscription sales and revenue;
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●
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Subscriber retention rate; and
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●
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Website and application traffic.
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●
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Upgrading and developing our
AreYouInterested
and
WhoIsNear
products with new features, enhancements and optimizations;
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●
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Continuing to integrate and expand the relationship between the
AreYouInterested
Facebook application, AreYouInterested.com website and
AreYouInterested
iPhone application for a single user experience across all platforms;
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●
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Refining our marketing and statistical tracking tools on the
AreYouInterested
brand;
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●
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Determining whether to build new applications on social networking platforms and whether to develop and explore new mobile platforms and products; and
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●
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Identifying and exploring new opportunities that emerge in our rapidly evolving industry.
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Consolidated Statements of Operations
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||||||||
For the Year Ended
|
||||||||
December 31, 2010
|
December 31, 2009
|
|||||||
Revenue
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$ | 6,668,627 | $ | 3,170,725 | ||||
Cost of Revenue
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1,581,332 | 1,423,585 | ||||||
Gross Profit
|
5,087,295 | 1,747,140 | ||||||
Operating Expenses
|
||||||||
Compensation expense
|
1,108,137 | 749,637 | ||||||
Professional fees
|
159,352 | 121,102 | ||||||
Advertising and marketing expense
|
3,906,317 | 306,140 | ||||||
General and administrative
|
1,097,918 | 655,039 | ||||||
Total Operating Expenses
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6,271,724 | 1,831,918 | ||||||
Loss from Operations
|
(1,184,429 | ) | (84,778 | ) | ||||
Other Income (Expense)
|
||||||||
Interest Expense
|
(3,732 | ) | (4,831 | ) | ||||
Other Income
|
12,892 | 22,404 | ||||||
Interest Income
|
8,199 | 16,269 | ||||||
Total Other Income (Expense)
|
17,359 | 33,842 | ||||||
Loss Before Provision For Income Taxes
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(1,167,070 | ) | (50,936 | ) | ||||
Provision for Income Taxes
|
- | (50,983 | ) | |||||
Net Loss
|
$ | (1,167,070 | ) | $ | (101,919 | ) | ||
Net Loss Per Share - Basic
|
(0.04 | ) | (0.00 | ) | ||||
Net Loss Per Share - Diluted
|
(0.04 | ) | (0.00 | ) | ||||
Weighted average number of shares outstanding
|
||||||||
during the period - Basic
|
33,053,030 | 32,479,746 | ||||||
Weighted average number of shares outstanding
|
||||||||
during the period - Diluted
|
33,053,030 | 32,479,746 | ||||||
Snap Interactive, Inc. and Subsidiaries
|
||||||||||||||||||||||||||||||||
Consolidated Statements of Changes in Stockholders' Equity
|
||||||||||||||||||||||||||||||||
For the year ended December 31, 2010
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||||||||||||||||||||||||||||||||
Preferred Stock
|
Common stock
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|||||||||||||||||||||||||||||||
$0.001 Par Value
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$0.001 Par Value
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Additional
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Total
|
|||||||||||||||||||||||||||||
paid-in
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Accumulated
|
Deferred
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Stockholders'
|
|||||||||||||||||||||||||||||
Amount
|
Shares
|
Amount
|
capital
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Deficit
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Compensation
|
Equity
|
||||||||||||||||||||||||||
Balance, for the year ended December 31, 2008
|
- | $ | - | 32,101,185 | $ | 32,101 | $ | 2,346,995 | $ | (822,581 | ) | $ | (32,284 | ) | $ | 1,524,231 | ||||||||||||||||
Deferred compensation realized
|
- | - | - | - | - | - | 45,330 | 45,330 | ||||||||||||||||||||||||
Stock options granted for services
|
- | - | - | - | 70,893 | - | - | 70,893 | ||||||||||||||||||||||||
Share based compensation
|
- | - | - | - | 67,079 | - | - | 67,079 | ||||||||||||||||||||||||
Shares issued for services
|
- | - | 482,784 | 483 | 68,880 | - | (14,357 | ) | 55,006 | |||||||||||||||||||||||
Shares issued for domain name
|
- | - | 45,000 | 45 | 14,805 | - | - | 14,850 | ||||||||||||||||||||||||
Net Income, for the year ended December 31, 2009
|
- | - | - | - | - | (101,919 | ) | - | (101,919 | ) | ||||||||||||||||||||||
Balance, December 31, 2009
|
- | - | 32,628,969 | 32,629 | 2,568,652 | (924,500 | ) | (1,311 | ) | 1,675,470 | ||||||||||||||||||||||
Deferred compensation realized
|
- | - | - | - | - | - | 1,311 | 1,311 | ||||||||||||||||||||||||
Stock options granted for services
|
- | - | - | - | 49,293 | - | - | 49,293 | ||||||||||||||||||||||||
Share based compensation
|
- | - | 25,243 | - | - | 25,243 | ||||||||||||||||||||||||||
Shares issued for services to third parties
|
- | - | 300,000 | 300 | 74,700 | - | (7,603 | ) | 67,397 | |||||||||||||||||||||||
Shares issued for services to employees
|
- | - | 281,787 | 282 | 12,771 | - | - | 13,053 | ||||||||||||||||||||||||
Net Loss, for the year ended December 31, 2010
|
- | - | - | - | - | (1,167,070 | ) | - | (1,167,070 | ) | ||||||||||||||||||||||
Balance, December 31, 2010
|
- | $ | - | 33,210,756 | $ | 33,211 | $ | 2,730,659 | $ | (2,091,570 | ) | $ | (7,603 | ) | $ | 664,697 |
Snap Interactive, Inc. and Subsidiaries
|
||||||||
Consolidated Statements of Cash Flows
|
||||||||
For the Year Ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net Loss
|
$ | (1,167,070 | ) | $ | (101,919 | ) | ||
Adjustments to reconcile net loss to net cash provided by operations
|
||||||||
Depreciation and amortization
|
18,674 | 19,649 | ||||||
Stock based compensation
|
156,297 | 238,300 | ||||||
Loss on disposal of assets
|
720 | - | ||||||
(Increase) Decrease in:
|
||||||||
Credit card holdback receivable
|
(224,456 | ) | (14,996 | ) | ||||
Accounts receivable
|
136,766 | 64,156 | ||||||
Prepaid expense
|
149,111 | (222,974 | ) | |||||
Security deposit
|
15,250 | (14,684 | ) | |||||
Increase (Decrease) in:
|
||||||||
Accounts payable and accrued expenses
|
424,082 | 196,845 | ||||||
Deferred revenue
|
1,656,866 | 281,049 | ||||||
Settlement payable
|
(23,238 | ) | (21,888 | ) | ||||
Accrued interest payable - related party
|
2,692 | 2,692 | ||||||
Net Cash Provided by Operating Activities
|
1,145,694 | 426,230 | ||||||
Cash Flows From Investing Activities:
|
||||||||
Purchase of Fixed Assets and Domain Name
|
(22,267 | ) | (60,135 | ) | ||||
Net Cash Used In Investing Activities
|
(22,267 | ) | (60,135 | ) | ||||
Net Cash Provided By Financing Activities
|
- | - | ||||||
Net Increase in Cash
|
1,123,427 | 366,095 | ||||||
Cash at Beginning of Period
|
1,895,449 | 1,529,354 | ||||||
Cash at End of Period
|
$ | 3,018,876 | $ | 1,895,449 | ||||
As of
December 31,
2010
|
As of
December 31,
2009
|
|||||||
Advertising revenue
|
$
|
254,753
|
$
|
3,037,286
|
||||
Subscription/points revenue
|
6,413,874
|
133,439
|
||||||
Total revenue
|
$
|
6,668,627
|
$
|
3,170,725
|
As of
December 31,
2010
|
As of
December 31,
2009
|
|||||||
Accounts receivable
|
$
|
185,585
|
$
|
322,351
|
||||
Less: Allowance for doubtful accounts
|
-
|
|
-
|
|||||
Accounts receivable, net
|
$
|
185,585
|
$
|
322,351
|
As of
December 31,
2010
|
As of
December 31, 2009
|
|||||||
Computer/equipment and furniture
|
$
|
96,779
|
$
|
81,187
|
||||
Website domain name
|
24,938
|
24,938
|
||||||
Software
|
2,701
|
1,353
|
||||||
Website costs
|
40,500
|
40,500
|
||||||
Less accumulated depreciation and amortization
|
(75,412
|
)
|
(61,345
|
)
|
||||
Total property and equipment
|
$
|
89,506
|
$
|
86,633
|
Year
|
Amount
|
|||
2011
|
20,504 | |||
2012
|
18,610 | |||
2013
|
15,485 | |||
2014
|
11,278 | |||
2015 and thereafter
|
23,629 | |||
$ | 89,506 |
Number of Options
|
Weighted Average Exercise Price
|
|||||||
Stock Options
|
||||||||
Balance at December 31, 2008
|
9,540,000
|
|||||||
Granted
|
150,000
|
|||||||
Exercised
|
-
|
|||||||
Forfeited
|
(90,000)
|
|||||||
Balance at December 31, 2009
|
9,600,000
|
|||||||
Granted
|
95,000
|
$
|
0.27
|
|||||
Exercised
|
-
|
|||||||
Forfeited
|
(3,450,000
|
)
|
||||||
Balance at December 31, 2010
|
6,245,000
|
|||||||
Options Exercisable at December 31, 2010
|
5,580,000
|
$
|
0.31
|
|||||
Weighted Average Fair Value of Options Granted During 2010
|
$
|
0.26
|
Number of Warrants
|
Weighted Average Exercise Price
|
|||||||
Stock Warrants
|
||||||||
Balance at December 31, 2008
|
750,000
|
|||||||
Granted
|
-
|
|||||||
Exercised
|
-
|
|||||||
Expired
|
-
|
|||||||
Balance at December 31, 2009
|
750,000
|
$
|
0.40
|
|||||
Granted
|
-
|
|||||||
Exercised
|
-
|
|||||||
Expired
|
(750,000)
|
|||||||
Balance at December 31, 2010
|
-
|
|||||||
Warrants Exercisable at December 31, 2010
|
-
|
$
|
-
|
|||||
Weighted Average Fair Value of Warrants Granted During 2010
|
$
|
-
|
2010 Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||
Range of Exercise Price
|
Number
Outstanding at
December 31, 2010
|
Weighted Average Remaining Contractual Life
|
Weighted Average Exercise Price
|
Number
Exercisable at
December 31, 2010
|
Weighted Average Exercise Price
|
|||||||||||||||
$
|
0.00-0.13
|
4,650,000
|
1.97
|
$
|
0.13
|
4,500,000
|
$
|
0.13
|
||||||||||||
$
|
0.17 - 1.00
|
1,595,000
|
1.78
|
$
|
0.75
|
1,080,000
|
$
|
0.81
|
||||||||||||
2009 Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||
Range of Exercise Price
|
Number
Outstanding at
December 31, 2009
|
Weighted Average Remaining Contractual Life
|
Weighted Average Exercise Price
|
Number
Exercisable at
December 31, 2009
|
Weighted Average Exercise Price
|
|||||||||||||||
$
|
0.00-0.13
|
4,650,000
|
4
|
$
|
0.13
|
4,500,000
|
$
|
0.13
|
||||||||||||
$
|
0.17 - 1.00
|
4,950,000
|
2.26
|
$
|
0.48
|
4,515,000
|
$
|
0.47
|
2010 Warrants Outstanding
|
Warrants Exercisable
|
||||||||||||||||||||
Range of Exercise Price
|
Number
Outstanding at
December 31, 2010
|
Weighted Average Remaining Contractual Life
|
Weighted Average Exercise Price
|
Number
Exercisable at
December 31, 2010
|
Weighted Average Exercise Price
|
||||||||||||||||
$
|
-
|
-
|
-
|
$
|
-
|
-
|
$
|
-
|
2009 Warrants Outstanding
|
Warrants Exercisable
|
||||||||||||||||||||
Range of Exercise Price
|
Number
Outstanding at
December 31, 2009
|
Weighted Average Remaining Contractual Life
|
Weighted Average Exercise Price
|
Number
Exercisable at
December 31, 2009
|
Weighted Average Exercise Price
|
||||||||||||||||
$
|
0.40
|
750,000
|
0.53
|
$
|
0.40
|
750,000
|
$
|
0.40
|
Expected life:
|
5 years
|
Expected volatility:
|
282.30%
|
Risk free interest rate:
|
0.11%
|
Expected dividends:
|
0%
|
Expected life:
|
1-2 years
|
Expected volatility:
|
284.86%
|
Risk free interest rate:
|
0.17%
|
Expected dividends:
|
0%
|
Expected life:
|
1-2 years
|
Expected volatility:
|
283.93%
|
Risk free interest rate:
|
1.53%
|
Expected dividends:
|
0%
|
Expected life:
|
1 year
|
Expected volatility:
|
141.34%
|
Risk free interest rate:
|
3.31%
|
Expected dividends:
|
0%
|
NAME
|
AGE
|
POSITION
|
||
Clifford Lerner
|
33
|
President, Chief Executive Officer, Chief Financial and Accounting Officer, Chairman of the Board of Directors
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation ($)
|
Non-Qualified Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Totals
($)
|
|||||||||||||||||||||||||
Clifford Lerner,
|
2010
|
$
|
210,000
|
$
|
200,000
|
0
|
0
|
0
|
0
|
0
|
$
|
410,000
|
||||||||||||||||||||||
President,
|
2009
|
$
|
200,000
|
$
|
100,000
|
0
|
0
|
0
|
0
|
0
|
$
|
300,000
|
||||||||||||||||||||||
CEO, CFO and CAO
|
||||||||||||||||||||||||||||||||||
Option Awards
|
||||||||||
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Option Exercise
Price
($)
|
Option
Expiration
Date
|
|||||
Clifford Lerner
|
12/13/2006 (1)
|
4,500,000 (2)
|
—
|
0.13
|
01/01/2012
|
(1)
|
Vested immediately upon the date of grant.
|
(2)
|
The number of shares of common stock underlying the stock option and the option exercise price have been adjusted to reflect the three-for-one stock split (effected as a stock dividend) that occurred on January 14, 2010.
|
Name
|
Number of Shares
Beneficially Owned (1)
|
Percent of Shares (2)
|
||||||
Clifford Lerner
|
25,500,000
|
(3)
|
60.6%
|
|||||
Officers and Directors as a Group (1)
|
25,500,000
|
(3)
|
60.6%
|
(1)
|
A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through such as exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
|
(2)
|
For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of March 24, 2011. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of March 24, 2011 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
|
(3)
|
Includes 4,500,000 shares of common stock issuable to Mr. Lerner pursuant to the exercise of a stock option.
|
2010
|
2009
|
|||||||
Audit Fees
|
$ | 45,622 | $ | 43,813 | ||||
Audit-Related Fees
|
0 | 0 | ||||||
Tax Fees
|
4,548 | 3,775 | ||||||
All Other Fees
|
0 | 0 | ||||||
Total
|
$ | 50,170 | $ | 47,588 | ||||
1.
|
Report of Independent Registered Public Accounting Firm
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits required to be filed by Item 601 of Regulation S-K
|
Signature
|
Title
|
Date
|
||
/s/ Clifford Lerner
|
President, Chief Executive Officer,
|
March 31, 2011
|
||
Clifford Lerner
|
Chief Financial and Accounting Officer
|
3.1
|
Certificate of Incorporation, dated July 19, 2005 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of the Company filed February 11, 2011 by the Company with the SEC).
|
3.2
|
Amendment to Certificate of Incorporation, dated November 20, 2007 (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 of the Company filed February 11, 2011 by the Company with the SEC).
|
3.3
|
By-Laws of the Company (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 of the Company filed February 11, 2011 by the Company with the SEC).
|
10.1*
|
Statement of Rights and Responsibilities, by and between Snap Interactive, Inc. and Facebook.
|
10.2*
|
Registered Apple Developer Agreement, by and between Snap Interactive, Inc. and Apple Inc.
|
10.3*
|
iOS Developer Program License Agreement, by and between Snap Interactive, Inc. and Apple Inc.
|
10.4
†
|
Employment Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 of the Company filed February 11, 2011 by the Company with the SEC).
|
10.5
†
|
Amendment No. 1 to Employment Agreement (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 of the Company filed February 11, 2011 by the Issuer with the SEC).
|
10.6
†
|
Amendment No. 2 to Employment Agreement (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 of the Company filed February 11, 2011 by the Company with the SEC).
|
10.7
†
|
Stock Option Agreement (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed March 4, 2011 with the SEC).
|
10.8
†
|
Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed December 16, 2008 with the SEC).
|
14.1
|
Code of Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K of the Company filed March 25, 2009 by the Company with the SEC).
|
21.1
|
Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 of the Company filed February 11, 2011 by the Company with the SEC).
|
31.1*
|
Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
1.
|
Privacy
|
|
Your privacy is very important to us. We designed our
Privacy Policy
to make important disclosures about how you can use Facebook to share with others and how we collect and can use your content and information. We encourage you to read the Privacy Policy, and to use it to help make informed decisions.
|
2.
|
Sharing Your Content and Information
|
|
You own all of the content and information you post on Facebook, and you can control how it is shared through your
privacy
and
application settings
. In addition:
|
1.
|
For content that is covered by intellectual property rights, like photos and videos ("IP content"), you specifically give us the following permission, subject to your
privacy
and
application settings
: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Facebook ("IP License"). This IP License ends when you delete your IP content or your account unless your content has been shared with others, and they have not deleted it.
|
2.
|
When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
|
3.
|
When you use an application, your content and information is shared with the application. We require applications to respect your privacy, and your agreement with that application will control how the application can use, store, and transfer that content and information. (To learn more about Platform, read our
Privacy Policy
and
Platform Page
.)
|
4.
|
When you publish content or information using the "everyone" setting, it means that you are allowing everyone, including people off of Facebook, to access and use that information, and to associate it with you (i.e., your name and profile picture).
|
5.
|
We always appreciate your feedback or other suggestions about Facebook, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).
|
3.
|
Safety
|
|
We do our best to keep Facebook safe, but we cannot guarantee it. We need your help to do that, which includes the following commitments:
|
1.
|
You will not send or otherwise post unauthorized commercial communications (such as spam) on Facebook.
|
2.
|
You will not collect users' content or information, or otherwise access Facebook, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
|
3.
|
You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Facebook.
|
4.
|
You will not upload viruses or other malicious code.
|
5.
|
You will not solicit login information or access an account belonging to someone else.
|
6.
|
You will not bully, intimidate, or harass any user.
|
7.
|
You will not post content that: is hateful, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
|
8.
|
You will not develop or operate a third-party application containing alcohol-related or other mature content (including advertisements) without appropriate age-based restrictions.
|
9.
|
You will not offer any contest, giveaway, or sweepstakes ("promotion") on Facebook without our prior written consent. If we consent, you take full responsibility for the promotion, and will follow our
Promotions Guidelines
and all applicable laws.
|
10.
|
You will not use Facebook to do anything unlawful, misleading, malicious, or discriminatory.
|
11.
|
You will not do anything that could disable, overburden, or impair the proper working of Facebook, such as a denial of service attack.
|
12.
|
You will not facilitate or encourage any violations of this Statement.
|
4.
|
Registration and Account Security
|
|
Facebook users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your account:
|
1.
|
You will not provide any false personal information on Facebook, or create an account for anyone other than yourself without permission.
|
2.
|
You will not create more than one personal profile.
|
3.
|
If we disable your account, you will not create another one without our permission.
|
4.
|
You will not use your personal profile for your own commercial gain (such as selling your status update to an advertiser).
|
5.
|
You will not use Facebook if you are under 13.
|
6.
|
You will not use Facebook if you are a convicted sex offender.
|
7.
|
You will keep your contact information accurate and up-to-date.
|
8.
|
You will not share your password, (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account.
|
9.
|
You will not transfer your account (including any page or application you administer) to anyone without first getting our written permission.
|
10.
|
If you select a username for your account we reserve the right to remove or reclaim it if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user's actual name).
|
5.
|
Protecting Other People's Rights
|
|
We respect other people's rights, and expect you to do the same.
|
1.
|
You will not post content or take any action on Facebook that infringes or violates someone else's rights or otherwise violates the law.
|
2.
|
We can remove any content or information you post on Facebook if we believe that it violates this Statement.
|
3.
|
We will provide you with tools to help you protect your intellectual property rights. To learn more, visit our
How to Report Claims of Intellectual Property Infringement
page.
|
4.
|
If we remove your content for infringing someone else's copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
|
5.
|
If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate.
|
6.
|
You will not use our copyrights or trademarks (including Facebook, the Facebook and F Logos, FB, Face, Poke, Wall and 32665), or any confusingly similar marks, without our written permission.
|
7.
|
If you collect information from users, you will: obtain their consent, make it clear you (and not Facebook) are the one collecting their information, and post a privacy policy explaining what information you collect and how you will use it.
|
8.
|
You will not post anyone's identification documents or sensitive financial information on Facebook.
|
9.
|
You will not tag users or send email invitations to non-users without their consent.
|
6.
|
Mobile
|
1.
|
We currently provide our mobile services for free, but please be aware that your carrier's normal rates and fees, such as text messaging fees, will still apply.
|
2.
|
In the event you change or deactivate your mobile telephone number, you will update your account information on Facebook within 48 hours to ensure that your messages are not sent to the person who acquires your old number.
|
3.
|
You provide all rights necessary to enable users to sync (including through an application) their contact lists with any basic information and contact information that is visible to them on Facebook, as well as your name and profile picture.
|
7.
|
Payments
|
|
If you make a payment on Facebook or use Facebook Credits, you agree to our
Payments Terms
.
|
8.
|
Special Provisions Applicable to Share Links
|
|
If you include our Share Link button on your website, the following additional terms apply to you:
|
1.
|
We give you permission to use Facebook's Share Link button so that users can post links or content from your website on Facebook.
|
2.
|
You give us permission to use and allow others to use such links and content on Facebook.
|
3.
|
You will not place a Share Link button on any page containing content that would violate this Statement if posted on Facebook.
|
9.
|
Special Provisions Applicable to Developers/Operators of Applications and Websites
|
|
If you are a developer or operator of a Platform application or website, the following additional terms apply to you:
|
1.
|
You are responsible for your application and its content and all uses you make of Platform. This includes ensuring your application or use of Platform meets our
Facebook Platform Policies
and our
Advertising Guidelines
.
|
2.
|
Your access to and use of data you receive from Facebook, will be limited as follows:
|
1.
|
You will only request data you need to operate your application.
|
2.
|
You will have a privacy policy that tells users what user data you are going to use and how you will use, display, share, or transfer that data and you will include your privacy policy URL in the
Developer Application
.
|
3.
|
You will not use, display, share, or transfer a user’s data in a manner inconsistent with your privacy policy.
|
4.
|
You will delete all data you receive from us concerning a user if the user asks you to do so, and will provide a mechanism for users to make such a request.
|
5.
|
You will not include data you receive from us concerning a user in any advertising creative.
|
6.
|
You will not directly or indirectly transfer any data you receive from us to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising related toolset, even if a user consents to that transfer or use.
|
7.
|
You will not sell user data. If you are acquired by or merge with a third party, you can continue to use user data within your application, but you cannot transfer user data outside of your application.
|
8.
|
We can require you to delete user data if you use it in a way that we determine is inconsistent with users’ expectations.
|
9.
|
We can limit your access to data.
|
10.
|
You will comply with all other restrictions contained in our
Facebok Platform Policies
.
|
3.
|
You will not give us information that you independently collect from a user or a user's content without that user's consent.
|
4.
|
You will make it easy for users to remove or disconnect from your application.
|
5.
|
You will make it easy for users to contact you. We can also share your email address with users and others claiming that you have infringed or otherwise violated their rights.
|
6.
|
You will provide customer support for your application.
|
7.
|
You will not show third party ads or web search boxes on Facebook.
|
8.
|
We give you all rights necessary to use the code, APIs, data, and tools you receive from us.
|
9.
|
You will not sell, transfer, or sublicense our code, APIs, or tools to anyone.
|
10.
|
You will not misrepresent your relationship with Facebook to others.
|
11.
|
You may use the logos we make available to developers or issue a press release or other public statement so long as you follow our
Facebook Platform Policies
.
|
12.
|
We can issue a press release describing our relationship with you.
|
13.
|
You will comply with all applicable laws. In particular you will (if applicable):
|
1.
|
have a policy for removing infringing content and terminating repeat infringers that complies with the Digital Millennium Copyright Act.
|
2.
|
comply with the Video Privacy Protection Act ("VPPA"), and obtain any opt-in consent necessary from users so that user data subject to the VPPA may be shared on Facebook. You represent that any disclosure to us will not be incidental to the ordinary course of your business.
|
14.
|
We do not guarantee that Platform will always be free.
|
15.
|
You give us all rights necessary to enable your application to work with Facebook, including the right to incorporate content and information you provide to us into streams, profiles, and user action stories.
|
16.
|
You give us the right to link to or frame your application, and place content, including ads, around your application.
|
17.
|
We can analyze your application, content, and data for any purpose, including commercial (such as for targeting the delivery of advertisements and indexing content for search).
|
18.
|
To ensure your application is safe for users, we can audit it.
|
19.
|
We can create applications that offer similar features and services to, or otherwise compete with, your application.
|
10.
|
About Advertisements and Other Commercial Content Served or Enhanced by Facebook
|
|
Our goal is to deliver ads that are not only valuable to advertisers, but also valuable to you. In order to do that, you agree to the following:
|
1.
|
You can use your
privacy settings
to limit how your name and profile picture may be associated with commercial, sponsored, or related content (such as a brand you like) served or enhanced by us. You give us permission to use your name and profile picture in connection with that content, subject to the limits you place.
|
2.
|
We do not give your content or information to advertisers without your consent.
|
3.
|
You understand that we may not always identify paid services and communications as such.
|
11.
|
Special Provisions Applicable to Advertisers
|
|
You can target your specific audience by buying ads on Facebook or our publisher network. The following additional terms apply to you if you place an order through our online advertising portal ("Order"):
|
1.
|
When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid. If we accept your Order, we will deliver your ads as inventory becomes available. When serving your ad, we do our best to deliver the ads to the audience you specify, although we cannot guarantee in every instance that your ad will reach its intended target.
|
2.
|
In instances where we believe doing so will enhance the effectiveness of your advertising campaign, we may broaden the targeting criteria you specify.
|
3.
|
You will pay for your Orders in accordance with our
Payments Terms
. The amount you owe will be calculated based on our tracking mechanisms.
|
4.
|
Your ads will comply with our
Advertising Guidelines
.
|
5.
|
We will determine the size, placement, and positioning of your ads.
|
6.
|
We do not guarantee the activity that your ads will receive, such as the number of clicks you will get.
|
7.
|
We cannot control how people interact with your ads, and are not responsible for click fraud or other improper actions that affect the cost of running ads. We do, however, have systems to detect and filter certain suspicious activity, learn more
here
.
|
8.
|
You can cancel your Order at any time through our online portal, but it may take up to 24 hours before the ad stops running. You are responsible for paying for those ads.
|
9.
|
Our license to run your ad will end when we have completed your Order. You understand, however, that if users have interacted with your ad, your ad may remain until the users delete it.
|
10.
|
We can use your ads and related content and information for marketing or promotional purposes.
|
11.
|
You will not issue any press release or make public statements about your relationship with Facebook without written permission.
|
12.
|
We may reject or remove any ad for any reason.
|
13.
|
If you are placing ads on someone else's behalf, we need to make sure you have permission to place those ads, including the following:
|
1.
|
You warrant that you have the legal authority to bind the advertiser to this Statement.
|
2.
|
You agree that if the advertiser you represent violates this Statement, we may hold you responsible for that violation.
|
12.
|
Special Provisions Applicable to Pages
|
|
If you create or administer a Page on Facebook, you agree to our
Pages Terms
.
|
13.
|
Amendments
|
1.
|
We can change this Statement if we provide you notice (by posting the change on the
Facebook Site Governance Page
) and an opportunity to comment. To get notice of any future changes to this Statement, visit our
Facebook Site Governance Page
and become a fan.
|
2.
|
For changes to sections 7, 8, 9, and 11 (sections relating to payments, application developers, website operators, and advertisers), we will give you a minimum of three days notice. For all other changes we will give you a minimum of seven days notice. All such comments must be made on the
Facebook Site Governance Page
.
|
3.
|
If more than 7,000 users comment on the proposed change, we will also give you the opportunity to participate in a vote in which you will be provided alternatives. The vote shall be binding on us if more than 30% of all active registered users as of the date of the notice vote.
|
4.
|
We can make changes for legal or administrative reasons, or to correct an inaccurate statement, upon notice without opportunity to comment.
|
14.
|
Termination
|
|
If you violate the letter or spirit of this Statement, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of Facebook to you. We will notify you by email or at the next time you attempt to access your account. You may also delete your account or disable your application at any time. In all such cases, this Statement shall terminate, but the following provisions will still apply: 2.2, 2.4, 3-5, 8.2, 9.1-9.3, 9.9, 9.10, 9.13, 9.15, 9.18, 10.3, 11.2, 11.5, 11.6, 11.9, 11.12, 11.13, and 14-18.
|
15.
|
Disputes
|
1.
|
You will resolve any claim, cause of action or dispute ("claim") you have with us arising out of or relating to this Statement or Facebook exclusively in a state or federal court located in Santa Clara County. The laws of the State of California will govern this Statement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Santa Clara County, California for the purpose of litigating all such claims.
|
2.
|
If anyone brings a claim against us related to your actions, content or information on Facebook, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
|
3.
|
WE TRY TO KEEP FACEBOOK UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING FACEBOOK "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT FACEBOOK WILL BE SAFE OR SECURE. FACEBOOK IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR FACEBOOK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR FACEBOOK WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, FACEBOOK'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
|
16.
|
Special Provisions Applicable to Users Outside the United States
|
|
We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users outside the United States:
|
1.
|
You consent to having your personal data transferred to and processed in the United States.
|
2.
|
If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on Facebook (such as advertising or payments) or operate a Platform application or website.
|
3.
|
Certain specific terms that apply only for German users are available
here
.
|
17.
|
Definitions
|
1.
|
By "Facebook" we mean the features and services we make available, including through (a) our website at
www.facebook.com
and any other Facebook branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Platform; (c) social plugins such as the like button, the share button and other similar offerings and (d) other media, software (such as a toolbar), devices, or networks now existing or later developed.
|
2.
|
By "Platform" we mean a set of APIs and services that enable others, including application developers and website operators, to retrieve data from Facebook or provide data to us.
|
3.
|
By "information" we mean facts and other information about you, including actions you take.
|
4.
|
By "content" we mean anything you post on Facebook that would not be included in the definition of "information."
|
5.
|
By "data" we mean content and information that third parties can retrieve from Facebook or provide to Facebook through Platform.
|
6.
|
By "post" we mean post on Facebook or otherwise make available to us (such as by using an application).
|
7.
|
By "use" we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
|
8.
|
By "active registered user" we mean a user who has logged into Facebook at least once in the previous 30 days.
|
9.
|
By "application" we mean any application or website that uses or accesses Platform, as well as anything else that receives or has received data from us. If you no longer access Platform but have not deleted all data from us, the term application will apply until you delete the data.
|
18.
|
Other
|
1.
|
If you are a resident of or have your principal place of business in the US or Canada, this Statement is an agreement between you and Facebook, Inc. Otherwise, this Statement is an agreement between you and Facebook Ireland Limited. References to “us,” “we,” and “our” mean either Facebook, Inc. or Facebook Ireland Limited, as appropriate.
|
2.
|
This Statement makes up the entire agreement between the parties regarding Facebook, and supersedes any prior agreements.
|
3.
|
If any portion of this Statement is found to be unenforceable, the remaining portion will remain in full force and effect.
|
4.
|
If we fail to enforce any of this Statement, it will not be considered a waiver.
|
5.
|
Any amendment to or waiver of this Statement must be made in writing and signed by us.
|
6.
|
You will not transfer any of your rights or obligations under this Statement to anyone else without our consent.
|
7.
|
All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
|
8.
|
Nothing in this Statement shall prevent us from complying with the law.
|
9.
|
This Statement does not confer any third party beneficiary rights.
|
10.
|
You will comply with all applicable laws when using or accessing Facebook.
|
1. Accepting this Agreement; Definitions | |
1.1 Acceptance |
1.2 Definitions |
2. Internal Use License and Restrictions |
2.1 Permitted Uses and Restrictions |
2.2 Authorized Test Devices |
2.3 Confidential Nature of Pre-Release Apple Software and services |
2.4 Copies |
2.5 Ownership |
2.6 No Other Permitted Uses |
2.7 Updates; No Support or Maintenance |
3. Your Obligations |
3.1 General |
3.2 Use of the Apple Software |
3.3 Program Requirements for Applications |
4. Changes to Program Requirements or Terms |
5. Digital Signing of Applications; Restrictions on Certificates |
6. Application Submission and Selection |
6.1 Submission to Apple |
6.2 Selection by Apple for Distribution |
7. Distribution |
7.1 Delivery of Freely Available Licensed Applications via the App Store |
7.2 Distribution on Registered Devices (Ad Hoc Distribution) |
7.3 No Other Distribution Authorized Under this Agreement |
8. Revocation |
9. Program Fees |
10. Confidentiality |
10.1 Information Deemed Apple Confidential |
10.2 Obligations Regarding Apple Confidential Information |
10.3 Information Submitted to Apple Not Deemed Confidential |
10.4 Press Releases and Other Publicity |
11. Indemnification |
12. Term and Termination |
12.1 Term |
12.2 Termination |
12.3 Effect of Termination |
13. NO WARRANTY |
14. LIMITATION OF LIABILITY |
15. General Legal Terms |
1. Use of the APN and Local Notifications |
2. Additional Requirements |
3. Delivery by the APN or via Local Notifications |
4. Your Acknowledgements |
5. Third Party Service Providers |
6. Changes to Attachment 1 |
7. Additional Liability Disclaimer |
1. Use of the In App Purchase API |
2. Additional Restrictions |
3. Your Responsibilities |
4. Apple Services |
5. Your Acknowledgements |
6. Third Party Service Providers |
7. Use of Digital Certificates for In App Purchase |
8. Additional Liability Disclaimer |
9. Changes to Attachment 2 |
1. Use of the Game Center service |
2. Additional Restrictions |
3. Your Acknowledgements |
4. Changes to Attachment 3 |
5. Additional Liability Disclaimer |
1. Appointment of Agent |
2. Delivery of the Licensed Applications to Apple |
3. Ownership and End-User Licensing |
4. Content Restrictions and Software Rating |
5. Responsibility and Liability |
6. Termination |
7. Legal Consequences |
1.
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I have reviewed this Annual Report on Form 10-K of Snap Interactive, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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March 31, 2011
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/s/ Clifford Lerner
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Clifford Lerner
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Chief Executive Officer
Chief Financial and Accounting Officer
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Dated: March 31, 2011
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/s/ Clifford Lerner
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Clifford Lerner
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Chief Executive Officer
Chief Financial and Accounting Officer
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