SmooFi, Inc. (Form: S-1/A, Received: 02/07/2014 12:23:01)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SmooFi, Inc.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

7310
(Primary Standard Industrial Classification Code Number)

46-3876675
(I.R.S. Employer Identification Number)

1031 Calle Recodo, Suite B, San Clemente, CA 92673, (949) 973-0684
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Incorp Services, Inc., 2360 CORPORATE CIRCLE STE 400, HENDERSON, NV, 89074 Telephone Number 1-702-866-2500
(Name, address, including zip code, and telephone number, including area code, of agent of service)




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. [ ] .

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. [ ] .

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. [ ] .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check One):


Large accelerated filer	.		Accelerated filer	.
Non-accelerated filer		. (Do not check if a smaller reporting company)	Smaller reporting company	X .

CALCULATION OF REGISTRATION FEE


Title of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share ¹	Proposed Maximum Aggregate Offering Price ¹	Amount of Registration Fee

Common stock, $ .001 par value per share	2,000,000 shares	$0.125	$ 250,000	$ 32.20

Estimated solely for purposed of calculating the registration fee under Rule 457(a) and (o) of the Securities Act. This registration statement shall also cover any additional shares of common stock which become issuable by reason of any stock split, stock dividend, anti-dilution provisions or similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the registrant.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING, PURSUANT TO SECTION 8(a), MAY DETERMINE.

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The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED February 7, 2014

2,000,000 SHARES

COMMON STOCK

SmooFi, INC.

SmooFi, Inc. (“SmooFi” or the “Company”) is offering for sale a maximum of 2,000,000 shares of its common stock at a fixed price of $0.125 per share. There is no minimum number of shares that must be sold by us for the offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold. The offering is being conducted on a self-underwritten, best efforts basis, which means our president and chief executive officer Mr. Sean Clarke, will attempt to sell the shares. This prospectus will permit our president and chief executive officer to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. Clarke will sell the shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitations, telephone and personal contact. For more information, see the section of this prospectus entitled "Plan of Distribution".

The proceeds from the sale of the shares in this offering will be payable to the Company. All subscribed funds will be held in a noninterest-bearing account pending the completion of the offering of which there is no minimum number of shares that must be sold. The offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or rescission right). For more information, see the section of this prospectus entitled "Plan of Distribution".

The Company is an development stage company with no financial resources or known source of equity or debt financing, and our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended December 31, 2013 that states that Company losses from operations raise substantial doubt about our ability to continue as a going concern. Because this offering is self-underwritten and there is no minimum amount of shares that must be sold, the Company may lose money from this offering if the proposed proceeds of this offering are substantially less than the estimated costs of this offering. There is currently no public or established market for our shares. Consequently, our shareholders will not be able to sell their shares in an y organized market place and may be limited to selling their shares privately. Accordingly, an investment in our Company is an illiquid investment.

Since there is no minimum amount of shares that must be sold by the company, you may receive no proceeds or very minimal proceeds from the offering and potential investors may end up holding shares in a company that:

- Has not received enough proceeds from the offering to begin operations; and

- Has no market for its shares.

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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 9	Number of Shares	Offering Price	Underwriting Discounts & Commissions	Proceeds to the Company

Per Share	1	$0.125	$0.00	$0.125
10% of shares are sold	200,000	25,000	$0.00	25,000
50% of shares are sold	1,000,000	125,000	$0.00	125,000
75% of shares are sold	1,500,000	187,500	$0.00	187,500
Maximum Offering	2,000,000	$250,000	$0.00	$250,000

This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE OUR SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING AT PAGE 9.

We are selling the shares without an underwriter and may not be able to sell all or any of the shares offered herein.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The date of this prospectus is ____________, 2014.

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PROSPECTUS SUMMARY

About SmooFi, Inc.

SmooFi, Inc. was incorporated under the laws of the State of Nevada on October 15, 2013, at which time it acquired a business plan and website from Mr. Derek Cahill. As of February 7, 2014, we had one employee, our president and chief executive officer Mr. Clarke. During the period October 15, 2013 (date of inception) through December 31, 2013, Mr. Clarke devoted between five (5) hours per week to over thirty (30) hours per week as necessary for the business. For calendar year 2014, Mr. Clarke has committed to devote at least twenty (20) hours a week to us but may increase that number as necessary to further develop the business. As of this date and through calendar year 2013, Mr. Clarke will continue to provide these services at no cost to the Company. In addition to his relationship with the Company, Mr. Clarke provides his services to an unrelated business upon which he is compensated by as an employee.

The Company issued 500,000 shares of its common stock to Mr. Clarke as founder’s shares. Following our formation, we issued an additional 7,250,000 shares of our common stock to Mr. Cahill, in exchange for a business plan along with a website. The cost incurred by Mr. Cahill for the business plan and professional services in preparing it was approximately $72,500 which is the value placed upon the shares issued to pay Mr. Cahill.

We are an early stage company (“development stage”) and have limited financial resources. We have not established or attempted to establish a source of equity or debt financing, however, we intend to have discussions with a number of financial advisors and smaller investment banks regarding obtaining financing. Our auditors included an explanatory paragraph in their report on our financial statements that states that “the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.” We are at an early stage in development of our business plan. We have a significant amount of work that needs to be done and funds that need to be raised in order to compete within the marketplace. We believe that we may have an advantage with our president and chief executive officer’s industry relationships and soliciting the help of these relationships in growing our business model.

The Company plans to become a public company. The reason for becoming a public company is to attract capital to fund further development and expansion. Many investors prefer to invest in public companies because they deem there to more liquidity in their investment. Another reason for becoming public is to increase public awareness of the Company. The negatives for being public are the cost of compliance with regulatory requirments, audits, and investor relations can be high. We believe the additional costs associated with being public will range up to $50,000 per year. This estimate could range dramatically depending on the level of our success.

SmooFi focuses on an online market and community connecting local resources with local need. The goal is to provide a market value for basic services by aggregating these low cost services within each local market. This will maximize value for both the person or company requesting the service and for the person or company providing the service. For example, even a “stay at home mom” or “retired baby boomer” could earn an extra $5 to $100 a day by simply dropping off meals for seniors, walking a pet or home based technical support. A service provider, such as a gardener or pet caretaker can now see the exact people requesting service within a specific ZIP Code or address and what day and time they want the service. This allows the gardener or pet caretaker to optimize their work schedule and earn more income by mowing more lawns or walking more pets in the same day and allows the service requestor to receive the service on the exact day and time they want.

SmooFi will target busy individuals or families or for people who need tasks completed at odd hours of the day. SmooFi will work for any type of service from technical services (HDTV to computers), auto services (dings & windshields), home services (meals to pets to babysitting), real-estate services (notaries to gardening), transportation services (packages to people), personal services (exercise to haircuts), and much more. SmooFi will also target for non-profit organizations, institutions, city services and corporate services such as city parades, corporate events, non-profit activities (beach cleanup, meals on wheels, etc.) and others.

Customers will simply list their service on Smoofi.com by location, date, time, price, service type, service ranking and provider history. The first person who can provide that service on that date, at that time and meets the service ranking and history requirements will get the project. No bidding, no waiting a week for an auction to close, no shifting through 10 people to try to determine the best person. SmooFi creates an online service community where members track service provider history, including rankings, reliability, on time, etc. and creates an automated service request around this ranking and history.

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SmooFi will provide an online webspace (Web 2.0 features) for each user. This allows the service requestor to track and manage all their services in one place, on one website. For example, keep grocery lists, medication lists, kid and family schedules, pick up places, and more all on your own SmooFi site. You determine who can see what information or log into your account. SmooFi keeps a complete audit trail of current and future service requests, costs and will allow you to make payment to service providers via credit card or directly from your bank account. Service providers can now receive credit card payment for services they use to have to get cash for. Plus these funds will be automatically transferred into their bank account.

SmooFi also will allow you to receive mobile alerts when your service provider (such as a pet walker) arrives at your house and when they leave your house. SmooFi will also keep an audit trail of all your services, such as every time a meal is dropped off at your Grandpa’s house or Grandpa’s diabetes medication is delivered or when you pet is picked up and dropped off at the house.

SmooFi works for both service requestors and service providers. Service providers benefit by having online access to view service requests in their community by location, date, time and service request type. This allows service providers to group or aggregate their services and maximize their revenue opportunities. SmooFi also provides each service provider their own website to track and manage service requests and bids. SmooFi will also notify each service provider by email or mobile alert of new service requests within their saved search request and via mobile text messaging let the Service Requestor know when they arrived and when they completed a service. SmooFi will also allow service providers to accept credit card payments both via Smoofi and via their own website, eliminating the problem of tracking down payment for services at a later time.

SmooFi solves a number of market problems:

1) Matching local resources with local need.

2) Ability to aggregate small services and small transaction fees for basic services.

3) Provides funds and job opportunities for people with mixed schedules.

4) Provides online community to rank and compare service providers.

5) Provides Service Requestors online space for to track and manage service requests, receive mobile alerts of completed services, list services by data & time, and more.

6) Provides Service Providers online space to track service requests and accept credit card payments.

Our executive offices are located at 1031 Calle Recodo, Suite B, San Clemente, CA 92673, and our telephone number is 949-973-0684. We may refer to ourselves in this prospectus as "SmooFi,” the “Company,” "we," or "us.”

The Offering

SmooFi is offering for sale a maximum of 2,000,000 shares of common stock at a fixed price of $0.125 per share. There is no minimum number of shares that must be sold by us for the offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold. The offering is being conducted on a self-underwritten, best efforts basis, which means our president and chief executive officer, Mr. Clarke, will attempt to sell the shares himself. This prospectus will permit our president and chief executive officer to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. Clarke will sell the shares himself and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the "Exchange Act"). The intended methods of communication include, without limitation, telephone and personal contacts.

- Has not received enough proceeds from the offering to begin operations; and

- Has no market for its shares.

The proceeds from the sale of the shares in this offering will be payable to the Company. All subscription agreements and checks are irrevocable and should be delivered to the Company at the address provided in the Subscription Agreement (see Exhibit 99.1a).

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All subscription funds will be held in a noninterest-bearing account subject to the completion of the offering. The offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or rescission right).

We will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers approximately 30 days after the close of the offering or as soon thereafter as practicable.

The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings, if any, or net worth.


Shares of common stock offered by us	A maximum of 2,000,000 shares. There is no minimum number of shares that must be sold by us for the offering to close.

Use of proceeds	SmooFi will use the proceeds from the offering to pay for professional fees and other general expenses. The total estimated costs of the offering ($55,000) may exceed the amount of offering proceeds.

Termination of the offering	The offering will conclude when all 2,000,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. We may at our discretion extend the offering for an additional 180 days.

Risk factors	The purchase of our common stock involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled "Risk Factors" and "Dilution" before making an investment in this stock.

Trading market	None. While we plan to find a market maker to file a Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) in order to apply for the inclusion of our common stock in the Over-the-Counter Bulletin Board (“OTCBB”), such efforts may not be successful and our shares may never be quoted and owners of our common stock may not have a market in which to sell the shares. Also, no estimate may be given as to the time that this application process will require . Even if SmooFi's common stock is quoted or granted a listing, a market for the common shares may not develop.

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SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus.


Balance Sheet Data:
		As of December 31, 2013
		(Audited)

Current assets	$	212,570

Other Assets	$	72,500

Current liabilities	$	227,214

Stockholders’ equity	$	57,856


Operating Statement Data:		For the Period October 15, 2013 (inception) to December 31, 2013
		(Audited)
Net revenues	$	-
Operating expenses	$	31,986
Interest expense	$	658
Net (loss)	$	(32,644)
Net (loss) per common share basic and diluted	$	(0.00)
Weighted average number of shares outstanding – basic and diluted		9,222,727

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RISK FACTORS

You should be aware that there are various risks to an investment in our common stock. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide to invest in shares of our common stock.

If any of the following risk were to occur, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.

Risks Related to the Business

SmooFi has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

SmooFi is an early stage company and has virtually no financial resources. We had a cash balance of $212,570 as of December 31, 2013. We have working capital deficit of $14,644 and a stockholders’ equity of $57,856 at December 31, 2013. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended December 31, 2013 that states that Company losses from operations raise substantial doubt about its ability to continue as a going concern. We may seek additional financing beyond the amounts that may be received from this offering. The financing sought may be in the form of equity or debt financing from various sources as yet unidentified. Until we have completed our offering most if not all of our efforts will be spent in our registration and development of our web portal. No assurances can be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.

Our current resources and source of funds, which primarily consist of friends and family debt and equity investments from unaffiliated third parties, are sufficient to keep our business operations functioning for the next twelve months. We do not have a formal agreement with our president and chief executive officer to fund the Company’s working capital needs; however our president and chief executive officer’s current plan is to do almost of the work on his own without cash compensation while he seeks other sources of funding. The Company has started the development of an initial design and framework of its proposed portal platform through Mr. Clarke’s efforts, as well as through the efforts of a software development firm which the Company has been working with on an as “needed basis.” We currently spend between $5,000 and $10,000 per month in operational expenses not related to this offering. We have not generated any revenues from our business, and our expenses will be accrued and deferred until sufficient financing is obtained or our president and chief executive officer or others who know our president and chief executive officer loans the necessary funds to pay for these expenses. No assurances can be given that we will be able to receive funds from our president and chief executive officer or others to continue our operations beyond a month-to-month basis.

2. SmooFi is and will continue to be completely dependent on the services of our president and chief executive officer, Sean Clarke, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

SmooFi’s operations and business strategy are completely dependent upon the knowledge and business connections of Mr. Clarke our president and chief executive officer. He is under no contractual obligation to remain employed by us. If he should choose to leave us for any reason or if he becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this prospectus. We will fail without the services of Mr. Clarke or an appropriate replacement(s).

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We intend to acquire key-man life insurance on the life of Mr. Clarke naming us as the beneficiary when and if we obtain the resources to do so and if he is insurable. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel and independent contractors.

Mr. Clarke’s current employment does not limit or restrict him from being involved with our Company, and his employment allows him the flexibility to provide at least 20 hours per week to our Company.

3. Because we have only recently commenced business operations, we face a high risk of business failure.

We were formed in October 2013. All of our efforts to date have related to developing our business plan and beginning business activities. Through December 31, 2013, we had no operating revenues. We face a high risk of business failure. The likelihood of the success of the Company must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses and the competitive environment in which the Company will operate. There can be no assurance that future revenues from sales of the Company’s products and services will occur or be significant enough or that we will be able to sell its products and services at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited to both initial and continued market acceptance of the Company’s products and services and the successful implementation of its planned growth strategy.

We were formed in October 2013. All of our efforts to date have related to developing our business plan, beginning business activities, and developing the web portal. Through December 31, 2013, we had no operating revenues. We face a high risk of business failure. The likelihood of the success of the Company must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses and the competitive environment in which the Company will operate. There can be no assurance that future revenues from sales of the Company’s products and services will occur or be significant enough or that we will be able to sell its products and services at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited to both initial and continued market acceptance of the Company’s products and services and the successful implementation of its planned growth strategy.

The Company has acquired and commenced internally developing our website products. We may not be able to acquire or internally develop additional products in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire additional products, we may need to secure the necessary financing, beyond just the proceeds of this offering. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined may be in excess of $100,000. We will need additional funds to market the product. If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.

4. We may not have or ever have the resources or ability to implement and manage growth strategy.

Although the Company expects to experience growth based on being able to implement its business plan, actual operations may never occur because the business plan may never be implemented because of lack of funds to do so. If the Company’s business plan and growth strategy are implemented, of which no assurances can be given, a significant strain on the Company’s management, operating systems and/or financial resources will be imposed. Failure by the Company’s management to manage this growth, if it occurs, or unexpected difficulties encountered during growth, could have a material adverse impact on the Company’s results of operations or financial condition.

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The Company’s ability to operate profitable product lines (if we are able to establish any product or product lines at all) will depend upon a number of factors, including (i) identifying distribution channels, (ii) generating sufficient funds from our then existing operations or obtaining third-party financing or additional capital to develop new product lines, (iii) the Company’s management team and its financial and accounting controls and (iv) staffing, training and retaining of skilled personnel, if any at all. Certain of these factors will be beyond the Company’s control and may be adversely affected by the economy or actions taken by competing companies. Moreover, potential products that may meet the Company’s product focus and other criteria for developing new products or services, if we are able to develop or acquire at all, are believed to be limited. There can be no assurance that the Company will be able to execute and manage a growth strategy effectively or at all.

5. We may not be successful in hiring technical personnel because of the competitive market for qualified technical people.

The Company's future success depends largely on its ability to attract, hire, train and retain highly qualified technical personnel to provide the Company's services. Competition for such personnel is intense. There can be no assurance that the Company will be successful in attracting and retaining the technical personnel it requires to conduct and expand its operations successfully and to differentiate itself from its competition. The Company's results of operations and growth prospects could be materially adversely affected if the Company were unable to attract, hire, train and retain such qualified technical personnel.

6. Our reliance on referrals from outside contacts to develop business may not be effective.

The Company initially will rely on our president and chief executive officer, Mr. Clarke, for a majority of its leads and believes that independent outside sales reps will also be an important source of sales referrals in the foreseeable future. However, as is typical within the industry, there are no contractual requirements that an outside sales person use or recommend the Company's professional services in connection with product sales. We currently have no contracts or agreements in place with any outside sales professional. No assurances can be given that using independent outside sales reps will result in any meaningful numbers of sales leads or referrals.

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7. We will face competition from companies with significantly greater resources and name recognition.

The markets in which the Company will operate are characterized by intense competition from several types of solution and technical service providers. The Company expects to face further competition from new market entrants and possible alliances among competitors in the future as the convergence of information processing and telecommunications continues. Many of the Company's current and potential competitors have significantly greater financial, technical, marketing and other resources than the Company. As a result, they may be better able to respond or adapt to new or emerging technologies and changes in client requirements or to devote greater resources to the development, marketing and sales of their services than the Company. There can be no assurance that the Company will be able to compete successfully. The Company expects to encounter intense competition in the Internet/software industry. The Company will also compete for revenues with other Internet software providers. In addition, the Company will be faced with numerous competitors, both strategic and financial, in attempting to obtain competitive products. Many actual and potential competitors we believe are part of much larger companies with substantially greater financial, marketing and other resources than the Company, and there can be no assurance that the Company will be able to compete effectively against any of its future competitors.

8. There are significant potential conflicts of interest.

Our personnel will be required to commit substantial time to our affairs and, accordingly, these individual(s) (particularly our president and chief executive officer) may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, certain key personnel (particularly our president and chief executive officer) may become aware of business opportunities which may be appropriate for presentation to us, as well as other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

9. Following the effective date of our Registration Statement, of which this prospectus is a part, we will be subject to the periodic reporting requirements of Section 15(d) of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

Following the effective date of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

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10. Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

11. The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits, quarterly reporting and internal controls. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs through the normal course of business which would result in our being unable to continue as a going concern.

12. Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president and chief executive officer.

We have only one director who also serves as our president and chief executive officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, currently a vote of board members is decided in favor of the chairman (who is our president, and chief executive officer), which gives him complete control over all corporate issues.

Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president and chief executive officer’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Risks Related to Our Common Stock

13. The Company is selling the shares offered in this prospectus without an underwriter and may not be able to sell all or any of the shares offered herein.

The common shares are being offered on our behalf by Mr. Clarke, our president and chief executive officer, on a best-effort basis. No broker-dealer has been retained as an underwriter and no broker-dealer is under any obligation to purchase any common shares. There are no firm commitments to purchase any of the shares in this offering. Consequently, there is no guarantee that the Company, through its president and chief executive officer, is capable of selling all, or any, of the common shares offered hereby. The sale of only a small number of shares increases the likelihood of no market ever developing for our shares.

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14. Since there is no minimum for our offering, if only a few persons purchase shares they will lose their money without us being even able to develop a market for our shares.

Since there is no minimum with respect to the number of shares to be sold directly by the Company in its offering, if only a few shares are sold, we will be unable to even attempt to create a public market of any kind for our shares. In such an event, it is highly likely that the entire investment of shareowners would be lost. Even if all of the shares are purchased, we could have the same result.

15. The offering price of our common stock has been determined arbitrarily.

The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our audit firm has not reviewed management's valuation and, therefore, expresses no opinion as to the fairness of the offering price as determined by our management. As a result, the price of the common stock in this offering may not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may, therefore, lose a portion or all of their investment.

16. Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (200,000,000) shares but unissued (188,450,000) shares assuming the sale of 2,000,000 shares in this offering. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute common stock book value, and that dilution may be material.

17. The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our company.

Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our company.

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18. Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Articles of Incorporation at Article X provide for indemnification as follows: "No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification."

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

19. Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. We have not found a market maker. There can be no assurance that we will find a market maker willing to file an application with FINRA on our behalf and if we do that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether

(i)

any market for our shares will develop;

(ii)

the prices at which our common stock will trade; or

(iii)

the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCBB. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

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In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions. See “Plan of Distribution” and Risk Factor #22 below.

20. If we were designated a shell your ability to resell your shares would be limited.

All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 Registration Statement with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. The Form 10 information or disclosure is equivalent to the information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met:

1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;

2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and

4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, we are not classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. To the extent the Company is designated a shell you would be unable to sell your shares under Rule 144.

21. Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

the basis on which the broker or dealer made the suitability determination, and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

22. The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

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 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.

23. Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution-State Securities-Blue Sky Laws.”

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24. Our board of directors (consisting of one person, our president and chief executive officer) has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

25. The ability of our founder, president, and chief executive officer to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.

Upon the completion of this offering, our founder, Mr. Cahill, and our president, and chief executive officer, Mr. Clarke will beneficially own an aggregate of 67% of our outstanding common stock assuming the sale of all shares being registered. Because of their beneficial stock ownership, our founder and president, and chief executive officer will be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of our founder and president, and chief executive officer may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders would have no way of overriding decisions made by our president and chief executive officer. This level of control may also have an adverse impact on the market value of our shares because our president and chief executive officer may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community and / or may sell sufficient numbers of shares to significantly decrease our price per share.

26. All of our presently issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.

All of the presently outstanding shares of common stock (9,550,000 shares) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock every three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

27. We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

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28. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because none of our directors (currently one person) are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

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

29. You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

As of the effective date of our registration statement of which this prospectus is a part, we will become subject to certain informational requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and material events) with the SEC which will be immediately available to the public for inspection and copying. In the event during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file such periodic reports with the SEC and access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that access to information regarding our business and operations will be limited.

30. We are an emerging growth company within the meaning of the Securities Act, and as a consequence of taking advantage of certain exemptions from reporting requirements that are available to emerging growth companies, our financial statements may not be comparable to companies that comply with public company effective dates.

We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

31. You may receive no proceeds or very minimal proceeds from the offering.

- Has not received enough proceeds from the offering to begin operations; and

- Has no market for its shares.

For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

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USE OF PROCEEDS

SmooFi will apply the proceeds from the offering to pay for accounting fees, legal and professional fees associated with the offering. The total estimated costs of the offering ($55,000) do not exceed the maximum amount of offering proceeds ($250,000). The estimated costs of the offering, which principally relate to professional costs, are estimated to consist of:


SEC Registration fee	$	32.20
NASD filing fee		100.00
Accounting fees and expenses		5,000.00
Legal fees and expenses (relating to the preparation of our registration statement from inception to effective date and related documents)		40,000.00
Transfer agent fees		2,500.00
Blue Sky fees and expenses		5,000.00
Miscellaneous expenses		2,367.80

Total	$	55,000.00

SmooFi will pay all costs related to this offering. If the amount of offering costs exceed the amount raised, this amount in excess of the offering proceeds will be paid when necessary or otherwise accrued on the books and records of SmooFi until we are able to pay the full amounts due either from revenues or loans from our president and chief executive officer, related or unrelated parties that we may approach. A significant portion of the estimated costs of the offering ($55,000) are legal fees and expenses ($40,000). Absent sufficient revenues to pay these amounts, we will seek financial assistance either from our president and chief executive officer, or shareholders or possibly third party business associates of our president and chief executive officer who may agree to loan us the funds necessary to cover the balance of outstanding professional and related fees related to our prospectus to the extent that such liabilities cannot be extended or satisfied in other ways and the professional service providers insist upon payment. Absent the above, Mr. Clarke will attempt to seek sufficient funding personally for the amounts due and, if successful in obtaining these funds, to lend it to the Company on an interest-free basis. No formal written arrangement exists, with respect to Mr. Clarke or anyone’s commitment outside of the Company, to loan funds for this purpose.

Our plans will not change regardless of whether the maximum proceeds are raised, except to the extent indicated in MD&A “Liquidity” section, first paragraph.

THE OFFERING

We will spend substantially amount in costs on this offering. We will also incur ongoing continuous costs to meet the reporting requirements of a public company. These costs may very well exceed our current or anticipated revenues, significantly. However, the Company believes that the risks are worth taking because management believes, based on its own observations which are not based on any formal studies, that potential future vendors, consultants and manufacturers will have a higher regard in providing services for a public company than a small, privately-held startup company. Management’s belief is based solely on the advice and informal consultation with various business and legal professionals who are known to us and have public company experience. These discussions have led us to believe that being a public company may afford the business (management and its shareholders) with a higher degree of recognition than would be typically attained as a small private (or non-public) company and may increase its ability and/or options to obtain financing for its growth. In addition, by being a public company we believe increases the visibility of our future opportunities to raise funds or to pay vendors by issuing restricted common stock rather than cash. We cannot predict the likelihood that our observations and conclusions about the benefits of being a public company will prove accurate or beneficial to us.

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We are offering for sale a maximum of 2,000,000 shares of common stock at a fixed price of $0.125 per share. There is no minimum number of shares that must be sold by us for the offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold. The offering is being conducted on a self-underwritten, best efforts basis, which means our president, and chief executive officer, Mr. Clarke, will attempt to sell the shares. This prospectus will permit our president and chief executive officer to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares that he may sell. Mr. Clarke will sell the shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, Mr. Clarke will rely primarily on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitation, telephone and personal contacts.

As discussed above in connection with SmooFi’s selling efforts in the offering, Mr. Clarke will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, as amended, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1, promulgated under the Exchange Act, as amended. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Clarke is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Clarke will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Clarke is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Clarke will continue to primarily perform duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Clarke will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The proceeds from the sale of the shares in this offering will be made payable to the Company. All subscription agreements and checks are irrevocable and should be delivered to the Company at the address provided on the Subscription Agreement.

We will receive all proceeds from the sale of up to 2,000,000 shares being offered. No proceeds will be received by any other entity other than the Company. The price per share is fixed at $0.125 for the duration of this offering.

All subscribed funds will be held in a noninterest-bearing account pending the completion of the offering. The offering will be completed 180 days from the effective date of this prospectus (or such earlier date when all 2,000,000 shares are sold), unless extended by our board of directors for an additional 180 days. There is no minimum number of shares that must be sold in this offering. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or rescission right).

The Company will deliver stock certificates attributable to shares of common stock purchased directly by the purchasers within 30 days of the close of this offering or as soon thereafter as practicable.

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

The offering may terminate on the earlier of:


i.	the date when the sale of all 2,000,000 shares is completed, or

ii.	180 days from the effective date of this document or any extension thereto.

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The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only, and currently no market for our common stock exists. While a market maker has agreed to file a Rule 211 application with FINRA in order to apply for the inclusion of our common stock in the OTCBB, such efforts may not be successful, and our shares may never be quoted and owners of our common stock may not have a market in which to sell their shares. Also, no estimate may be given as to the time that this application process may require .

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its’ clearing firm, to become eligible with the DTC to permit our shares to be traded electronically. If an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a issuer will not be able to be traded (technically the shares can be traded manually between accounts, but this may take days and is not a realistic option for issuers relying on broker-dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is however a necessity to efficiently process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it may take.

- Has not received enough proceeds from the offering to begin operations; and

- Has no market for its shares.

Please refer to the sections of this prospectus entitled "Risk Factors" and "Dilution" before making an investment in the common stock of the Company.

DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, any historical earnings or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

DILUTION

“Dilution” represents the difference between the offering price of the shares of common stock hereby being offered and the net book value per share of common stock immediately after completion of this offering. "Net book value" is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low net book value of our issued and outstanding common stock and because the proceeds of the offering are substantially less than our estimated costs. Assuming all of the shares of common stock offered herein are sold, the purchasers in this offering may lose the entire value of their shares purchased in that each purchased share may have a negative net book value if raise less proceeds than the cost of during the offering. Net book value of existing shareholders’ shares will also decrease if the costs exceed the proceeds received from this offering.

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The following table illustrates the dilution to the purchasers of the common stock in this offering (as of December 31, 2013):


	Assuming the sale of:
	1,000,000 shares	2,000,000 shares

Offering Price Per Share	$ 0.125	$ 0.125

Book Value Per Share Before the Offering	$0.00	$0.00

Book Value Per Share After the Offering	$0.0118	$0.0216

Net Increase to Original Shareholders	$0.0118	$0.0216

Decrease in Investment to New Shareholders	$ (0.1132)	$ (0.1034)

Dilution to New Shareholders (%)	90.5%	82.7%

The following table summarizes the number and percentage of shares purchased the amount and percentage of consideration paid and the average price per Share paid by our existing stockholders and by new investors in this offering:


	Price Per Share	Number of Shares Held	Percentage of Ownership	Consideration Paid
2,000,000 shares sold
Existing shareholders	$0.01	9,550,000	82.68%	$18,000
Investors in this offering	$0.125	2,000,000	17.32%	$250,000

1,000,000 shares sold
Existing shareholders	$0.001	9,550,000	91.52%	$18,000
Investors in this offering	$0.125	1,000,000	9.48%	$125,000

DIVIDEND POLICY

We have never paid cash or any other form of dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board of directors, in its discretion, may consider relevant.

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MARKET FOR SECURITIES

There is no established public market for our common stock, and a public market may never develop. A market maker has agreed to file an application with FINRA so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this offering. There can be no assurance as to whether such market maker’s application will be accepted by FINRA nor can we estimate the time period that will be required for the application process. Even if our common stock were quoted in a market, there may never be substantial activity in such market. If there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail in such market.

We do not have common stock or equity subject to outstanding options or warrants to purchase or securities convertible into our common stock or equity. Also, 81.15% of our outstanding common stock are held by Mr. Cahill, our founder (7,250,000), and Mr. Clarke, our president, and chief executive officer, (500,000 shares). In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below.

If we become a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since those shares were acquired from us or an affiliate, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or an affiliate.

The number of shares sold by such person within any three-month period cannot exceed the greater of:

1% of the total number of our common shares then outstanding; or

The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, then four calendar weeks preceding the date the selling broker receives the sell order) (This condition is not currently available to the Company because its securities do not trade on a recognized exchange).

Conditions relating to the manner of sale, notice requirements (filing of Form 144 with the SEC) and the availability of public information about us must also be satisfied.

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All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 Registration Statement with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. The Form 10 information or disclosure is equivalent to the information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met:

1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;

2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, we are not classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act.

Current Public Information

In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:

If we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports).

If we have not been a public reporting company for at least 90 days immediately before the sale, then the requirement is satisfied if specified types of basic information about us (including our business, management and our financial condition and results of operations) are publicly available.

However, no assurance can be given as to:

the likelihood of a market for our common shares developing,

the liquidity of any such market,

the ability of the shareholders to sell the shares, or

the prices that shareholders may obtain for any of the shares.

No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares.

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this prospectus which is a part of our registration statement involve risks and uncertainties, including statements as to:

our future operating results;

our business prospects;

any contractual arrangements and relationships with third parties;

the dependence of our future success on the general economy;

any possible financings; and

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this prospectus. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this prospectus, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act. We will continue to be an emerging growth company until: (i) the last day of our fiscal year during which we had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which we are deemed to be a large accelerated filer, as defined in Section 12b-2 of the Exchange Act.

As an emerging growth company, we are exempt from:

Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;

The requirement to provide, in any registration statement, periodic report or other report to be filed with the Securities and Exchange Commission (the “Commission” or “SEC”), certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;

Compliance with new or revised accounting standards until those standards are applicable to private companies;

The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 to provide auditor attestation of our internal controls and procedures; and

Any Public Company Accounting Oversight Board (“PCAOB”) rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart Our Business Startups Act.

We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation disclosure under Item 402 of Regulation S-K.

SmooFi, Inc., a Nevada corporation, (“SmooFi” “Company” “we,” “us,” or “our”) was incorporated on October 15, 2013 . Most of the activity through December 31, 2013 involved incorporation efforts, development of our internet portal and mobile append preparation for this Offering.

We are a development stage company and have limited financial resources. We have not established a source of equity or debt financing. Our financial statements include a note emphasizing the uncertainty of our ability to remain as a going concern.

Company Overview

SmooFi plans to be an online marketplace for services that includes service requestors and service providers. Service requestors (people requesting a service) name their own price, date and time for any service. A service requestor can also select qualifying criteria such as number of reviews or review rankings of a service provider. The first service provider who can provide that service, on that date, at that time and meets the service ranking requirements will get the project. No bidding, no waiting a week for an auction to close, no shifting through bidders.

SmooFi plans to match up daily job requests and fills market demand for service requests throughout their local city. SmooFi combines an online marketplace and online community that connects local resources with local need. The goal is to create jobs and provide a market value for basic services by aggregating these low cost services within each local market. This will maximize value for both the person or company requesting the service and for the person or company providing the service.

As an example, a service requestor may place a listing on SmooFi to walk their dog at 7pm on Saturday October 14 ^th AND service provider must have at least 10 reviews (jobs) completed by SmooFi. The first service provider who has 10 reviews that accepts this service to walk the dog wins the job. If the service provider doesn’t show for the service, their service review will be lowered, if they do a good job, they will get a higher service review by the service requestor.

SmooFi can be used for hundreds of types of services including:

Pet walking

Car washes

House cleaning

Grocery and other delivery services

Education, Music or other lessons

Lawn mowing

Data input

Moving services

And much more..

Additionally, SmooFi creates an online service community where members track service provider history, including rankings, reliability, on time, etc. and creates an automated service request around this ranking and history.

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SmooFi keeps a complete audit trail of current and future service requests, costs and allows you to make payment to service providers via credit card or directly from your bank account through third party payment providers such as PayPal. Service providers can now receive credit card payment for services they use to have to get cash for. Plus these funds will be automatically transferred into their bank account.

Business Model

SmooFi has two revenue models: Transaction Fees and Advertising Fees.

Transaction Revenue Model

SmooFi will receive $1 for each transaction from the service requestor upon listing of the available job.

Advertising Revenue Model

SmooFi also sends email and mobile text messages to the service provider and the service requestor reminding them about the service request. SmooFi mobile app will allow service requestors to check in and check out at each service and provide an audit trail of date and time spent on each project. These email or mobile text notifications will go back and forth between the service requestor and the service provider and include the following notifications:

Reminder notifications (day before and day of service)

Service provider has checked-in at the site (notification to service requestor)

Service provider has checked-out and left the site (notification to service requestor)

Service payment reminder sent to both parties

Service review notification sent to both parties

Service payment and review verification

For each email or mobile text that gets sent, an advertisement will be placed on the email or mobile text message. The advertisement will be based on the service provider and service requesters’ profile. For example, if a service requester submits Dog Walking services on SmooFi, they are going to receive dog related advertisements such as a coupon for dog food or a coupon for a local pet supply store. Advertisers will pay SmooFi to be part of the advertisements both on the messaging service and on SmooFi website.

Economic Issues & Government Shutdown

SmooFi looks to solve local and regional issues related to unemployment with available daily or weekly job opportunities.

According to Bloomberg News, October 10, 2013, claims for U.S. jobless benefits jumped last week to the highest level in six months, providing the first statistical warning that the damage from the partial federal shutdown is starting to ripple through the economy and the U.S. unemployment rate drops to 7.3% amid sluggish economic recovery. At 7%, that’s one in every 14 people who are unemployed. As the U.S. economy continues to recover, there will be increase in the demand for local services that can be provided on a daily basis. SmooFi also sees a demand for families needing help with services around the house. According to the U.S. Department of Labor, six in ten women are in the labor force putting increase demand on family time and family life. ( http://www.bloomberg.com/news/2013-10-10/jobless-claims-surge-on-california-switch-u-s-federal-shutdown.html )

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Marketing & Growth Strategy

SmooFi will grow their online social media and through local and regional target markets. Initially, SmooFi will focus on Southern California market between San Diego, Orange, Los Angeles, Riverside and San Bernardino Counties. These counties represent over 20 million people but many utilize many of the same resources and are exposed to the same advertising media.

Each time SmooFi completes a request, the service requestor and service provider will be prompted to display the request on their Facebook, Google+ or Twitter page. By doing so, SmooFi will offer one free transaction fee for each social media push. SmooFi will also build case studies and publish these case studies online, on social media and with local newspapers.

Market Overview

The local services market is large, highly fragmented and inefficient. Despite the size of this market, consumers and local service providers have historically lacked an efficient way to connect. Consumers traditionally have been forced to rely on a variety of inefficient sources to find service providers such as turning to friends and neighbors for recommendations of companies to hire. These referrals are usually based on a single interaction, and it can be difficult or impossible for a consumer to confirm a word-of-mouth recommendation before making a purchase decision.

Similarly, local service providers find it difficult to find service opportunities or even service requests on day or times they are available.

While the Internet has transformed the way that information is accessed and shared, profoundly impacting the local services marketplace, it has not by itself solved these problems for either the consumer or the local service provider. Information on the Internet is inherently susceptible to fraud and bias. For example, a single nefarious competitor can embellish its own reputation or tarnish the reputations of its competitors. This can result in consumer uncertainty and doubt, particularly when searching for information regarding high cost of failure services.

We believe that solving these inefficiencies of the local services marketplace requires a trusted intermediary to compile, organize and make available reliable information on local service providers. We offer an efficient way for consumers and reputable service providers to find each other.

Competition

SmooFi doesn’t know of any service provider website where you name your own price, date and time for a service request, but there are many websites where you can place your service request online.

Craigslist – an open classified website where anyone can posts requests. Craiglist has tens of millions of users worldwide. Craigslist does not provide reviews of service providers and no ability to view service requests on a map or views service requests available that day or week and no ability to manage payments.

Care.com – focused on services for finding care for your pets, loved ones or your home. Very specialized marketplace with over 8 million members worldwide.

AngiesList – list of qualified and highly reviewed service providers. As a service requestor, it costs you money to join AngiesList and service providers are mainly related to home improvement, repair or specialized labor. AngiesList is a public company (ANGI) with over $150M in revenue.

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SmooFi Product Advantages

SmooFi’s target market are low-priced, high-volume service requests that are easy to view on a map or can be sorted and filtered in a table by type of service request, date, time and amount. SmooFi creates an online community for users to review each other and provides integrated mobile and email notifications making it easy for everyone to communicate and track their service requests.

Our Plan

Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our product(s) or services to meet our obligations on a timely basis. We may not be able to finish the development of any products in the future because of a lack of available funds or financing to do so. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined below may be in excess of $100,000. To the extent the development is more costly and our current funds to undertake the business plan are insufficient, we will need to obtain additional funding. If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.

The following outlines the steps or stages that we expect to encounter and necessary funding needed for each stage. Within each stage we have outlined the metrics or performance that we must accomplish as we move forward with our business plan. There are risks related to development include steps and processes related to development and integration of web services, payment gateways, mobile text services, social media services and other web based services for service providers and service requestors. This should enable the Company to continue as a going concern as long as we are able to seek additional financing on acceptable terms.

Stage One (Months 1 – 3) ($15,000 est. costs)

outline the scope of work and framework to initiate the development of our mobile software application

setup development and production servers and define database architecture and APIs

setup coding platform and coding of our software based upon the initial scope of work and development framework

finish building our Company web site to provide our identity and service offering to promote our software development and integration service

create relationships with existing software development companies, software integration firms, application developers, and internet connectivity providers to establish reseller and JV opportunities which we in turn offer to potential clients

Stage Two (Months 3 – 5) ($15,000 est. costs)

begin website and mobile app development based on scope of work and framework defined in stage one.

initiate testing of our mobile software application to improve and refine components of our system to uphold quality and application usability

analyze and test software for integration capabilities with other 3rd party software applications

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Stage Three (Months 6 – 8) ($30,000 est. costs)

initiate a multi-faceted marketing campaign to attract new customers for software integration services and the services/products of our reseller/JV partners

research and refine our target market of potential customers by using geographic, demographic, and business needs analysis of specific industries

finalize application development and software integration components of our software and commence alpha testing with select target customers and partners

refine and improve the software based on simple feedback, bugs, fixes, and needs of our alpha testing group

Submit app to app store(s) and online marketplaces for testing and to build awareness

Stage Four (Month 9 - 12) ($40,000 est. costs)

release software to the marketplace in a controlled marketing campaign to specific target market as a beta release

refine and release new versions of software based upon feedback and bug fixes, as well as meet the needs of specific industry sectors

increase sales and marketing oriented activities to gain new sales for the Company’s software products and software integration services, as well as the services/products of our reseller/JV partners

As mentioned above the time-line estimate (stages) are predicated upon the Company obtaining the necessary financing either through our offering or additional equity or debt financing. If we are not able to obtain the necessary levels of financing as determined by the above stages, we will not be able to meet or achieve any of the time-line objectives. In that case the Company will be forced to proceed on a piecemeal basis using primarily the services of our president and chief executive officer and limited use of outside contractors when and if limited funds are obtained. Our president and chief executive officer devotes in excess of twenty (20) hours a week to our continued business efforts. There is no realistic way to predict the timing or completion in that scenario.

Company’s management has, through relationships and strategic partnerships, begun work on some of the intended software products for the Internet and/or Intranet applications we believe will be desired in the marketplace. Our founder and President have primarily provided these services through the date of this prospectus. Our business plan requires further completion of these tasks which will require the hiring of employees and/or outside contractors. With the level of sophistication and expertise of our president and chief executive officer, as well as other various industry professionals that he knows, the Company should make further progress in its development of the intended products and services for its planned divisions, but currently no specific timeframe can be provided. Most if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing is not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur as planned and may never occur.

We currently have no additional sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing or the necessary resources to enter into contractual agreements with outside developers or sales/marketing firms. We currently use of outside contractors or industry service providers. If we do not receive any funding or financing, our business is likely to be maintained with limited operations for at least the next 12 months because our president and chief executive officer, will continue providing his professional services without current compensation. We do not currently have a formal agreement in place with our president and chief executive officer covering this period; however, our president and chief executive officer’s current plan is to do substantially all administrative and planning work as well as basic programming and marketing work on his own without cash compensation while he seeks other sources of funding for the Company.

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Other

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below and/or elsewhere in this prospectus. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. However, there can be no assurances that we will be successful in any of those efforts even if we become a public entity. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders.

Results from Operations

Development, General and Administrative Expenses

Development, general and administrative expenses were $31,986 for October 15, 2013 to December 31, 2013. The expenses consisted primarily of development and professional fees.

Interest Expense and Other

Interest expense was $658 for October 15, 2013 to December 31, 2013 which related to interest accrued on borrowings

Liquidity

We will pay all costs relating to this offering estimated at $55,000. This amount will be paid as and when necessary and required or otherwise accrued on the books and records of SmooFi until we are able to pay the full amount due either from revenues or loans from a related or unrelated third party. Absent sufficient revenues to pay these amounts within six months from the date of this prospectus, we will seek financial assistance from our shareholders or a third party who may agree to loan us the funds to cover the balance of outstanding professional and related fees relating to our prospectus to the extent that such liabilities cannot be extended or satisfied in other ways and our professionals insist upon payment. If and when loaned, the loans will be evidenced by a noninterest-bearing unsecured corporate note to be treated as a loan until repaid, if and when SmooFi has the financial resources to do so. No formal written arrangement exists with respect to anyone’s commitment to loan funds for this purpose.

Since acquiring the business plan and website, most of our resources and work have been devoted to planning our business, web site development, mobile application development, implementing systems and controls, and completing our registration statement. When those procedures are done, which we believe will occur over the next few months, we will primarily work on our intended service offerings as well further internal development of software for which we have developed our initial framework of and completed some coding of this software. We believe that the work needed to initiate and complete our software development, attract developers, and initiate our marketing plans, including the development of a saleable product suite, will range between $80,000 and $100,000 if outside contractors and experts are used. If we are able to secure funding to outsource these procedures, of which there are no assurances, we can commence the launch of our intended services and software products to the public. If we are only able to use internal resources only (primarily consisting of the services of our president and chief executive officer), the process will take much longer and our initial launch may be limited to a much smaller target market. If we are unable to raise any funds, the development costs would have to be provided by our president and chief executive officer to the extent that he is capable and willing to provide such funds. While we have engaged the services of an established software development firm which we use on an as “needed basis” their function and assistance is limited by our availability of financing. Our goal would be to have software product available, services available, multiple sales channels and a comprehensive corporate website up and running within one year, but there is no way of estimating what the likelihood of achieving that goal would be.

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Private capital, if sought, we believe will be sought from former business associates of our president and chief executive officer or through private investors referred to us by those same business associates. To date, we have sold 1,800,000 shares of our common stock for $18,000 through a private placement.

If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees/consultants and independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the development of our business plan and its stages as outlined above.

We have embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $50,000 per year over the next few years and may be significantly higher if our business volume and transactional activity increases but should be lower during our first year of being public because our overall business volume (and financial transactions) will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we exceed $75 million in market capitalization (if ever). These obligations will certainly reduce our ability and resources to expand our business plan and activities. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling outstanding obligations (i.e. issuance of restricted shares of our common stock) and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of these efforts. We will also reduce compensation levels paid to management (if we attract or retain outside personnel to perform this function) if there is insufficient cash generated from operations to satisfy these costs.

There are no current plans to seek private investment. We do not have any current plans to raise funds through the sale of securities except as set forth herein. We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons and/or firms providing services to us, although there can be no assurances that we will be successful in any of those efforts. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of SmooFi because the shares may be issued to parties or entities committed to supporting existing management. SmooFi may offer shares of its common stock to settle a portion of the professional fees incurred in connection with its registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due them.

As of December 31, 2013, we owed $26,556 in connection with organizational costs, professional services related to this offering, business and framework development costs incurred. We have not entered into any formal agreements, written or oral, with any vendors or other providers for payment of services or expenses and to our as “needed basis” software development firm as further described below. There are no other significant liabilities at December 31, 2013.

As of December 31, 2013, we received $200,000 in connection with twelve percent interest per year loans due on December 31, 2014. The proceeds are being used for basic working capital purposes and costs associated with this offering.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this prospectus, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Seasonality

We have not noted a significant seasonal impact in our business (or businesses like ours) although having just commenced operations it is too early to tell.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

BUSINESS

The Company

We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

SmooFi plans to focus on an online market and community connecting local resources with local need. The goal is to provide a market value for basic services by aggregating these low cost services within each local market. This will maximize value for both the person or company requesting the service and for the person or company providing the service. For example, even a “stay at home mom” or “retired baby boomer” could earn an extra $5 to $100 a day by simply dropping off meals for seniors, walking a pet or home based technical support. A service provider, such as a gardener or pet caretaker can now see the exact people requesting service within a specific ZIP Code or address and what day and time they want the service. This allows the gardener or pet caretaker to optimize their work schedule and earn more income by mowing more lawns or walking more pets in the same daywhich allows the service requestor to receive the service on the exact day and time they want.

SmooFi is targeted for busy individuals, families and for people who need tasks completed at odd hours of the day. SmooFi also works great for any type of service from technical services (HDTV to computers), auto services (dings & windshields), home services (meals to pets to babysitting), real-estate services (notaries to gardening), transportation services (packages to people), personal services (exercise to haircuts), and much more. SmooFi also works great for non-profit organizations, institutions, city services and corporate services such as city parades, corporate events, non-profit activities (beach cleanup, meals on wheels, etc.) and others.

SmooFi works by simply listing your service on Smoofi.com by location, date, time, price, service type, service ranking and provider history. The first person who can provide that service on that date, at that time and meets the service ranking and history requirements will get the project. No bidding, no waiting a week for an auction to close, no shifting through 10 people to try to determine the best person. SmooFi creates an online service community where members track service provider history, including rankings, reliability, on time, etc. and creates an automated service request around this ranking and history.

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SmooFi also provides an online webspace (Web 2.0 features) for each user. This allows the Service Requestor to track and manage all their services in one place, on one website. For example, keep grocery lists, medication lists, kid and family schedules, pick up places, and more all on your own SmooFi site. You determine who can see what information or log into your account. SmooFi keeps a complete audit trail of current and future service requests, costs and allows you to make payment to service providers via credit card or directly from your bank account. Service providers can now receive credit card payment for services they use to have to get cash for. Plus these funds will be automatically transferred into their bank account.

SmooFi also allows you to receive mobile alerts when your service provider (such as a pet walker) arrives at your house and when they leave your house. SmooFi will also keep an audit trail of all your services, such as every time a meal is dropped off at your Grandpa’s house or Grandpa’s diabetes medication is delivered or when you pet is picked up and dropped off at the house.

SmooFi is a great tool for both service requestors and service providers. Service providers benefit by having online access to view service requests in their community by location, date, time and service request type. This allows service providers to group or aggregate their services and maximize their revenue opportunities. SmooFi also provides each service provider their own website to track and manage service requests and bids. SmooFi will also notify each service provider by email or mobile alert of new service requests within their saved search request and via mobile text messaging let the Service Requestor know when they arrived and when they completed a service. SmooFi will also allow service providers to accept credit card payments both via Smoofi and via their own website, eliminating the problem of tracking down payment for services at a later time.

SmooFi solves a number of market problems:

1) Matching local resources with local need.

2) Ability to aggregate small services and small transaction fees for basic services.

3) Provides funds and job opportunities for people with mixed schedules.

4) Provides online community to rank and compare service providers.

5) Provides Service Requestors online space for to track and manage service requests, receive mobile alerts of completed services, list services by data & time, and more.

6) Provides Service Providers online space to track service requests and accept credit card payments.

Aging Demographics – Market Pressure on Service Industry

SmooFi also recognizes that as the baby boomer population grows older there will be increased pressure on local communities and family members to provide basic services at all hours of the day.. This can have a tremendous impact on personal goals, family life, community funds, environmental impacts (multiple/un-needed trips) or even employee productivity.

SmooFi GeoCalendar

SmooFi technology is based both on geographic location services (GIS) and mobile technology. A service request or service provider has the ability to list, search, track and manage services by geographic location, day & time and service type. SmooFi calls this technology GeoCalendar.

SmooFi will have all the basic online community features for the family or individual who needs help including a dedicated website for each family or individual to list and track their schedules, medication, transportation requirements, service requests, etc. By listing this information, a demand is created in the market place for these services. Helpers can quickly match their availability via innovative Geographic Information Calendar or (GeoCalender). The site will also connect users via mobile phone, sending text message reminders, alerts, arrival and departure times, grocery lists, etc. (via text message back to the system) and integrated services to rank and track service requests and service providers.

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SmooFi will also have all the basic online community features for the service provider, including a detailed online profile (gender, availability, rate, ZIP Code), pictures, videos, and more. But the service provider will also have access to online website to view, track and manage the family or individual they are helping. For example, they could view the family or individual website to see class schedules, grocery list, pet pictures, etc. The service provider could also text back to the website and alert others (such as family members) on arrival time, departure time, confirm medication has been taken, etc. The text will also become part of the individual or family member website creating an online audit trail of the persons care or service, even though the service maybe provided by 1 or even one hundred different service providers throughout the years.

Later versions of SmooFi also create a push model for Non-Profit Organizations, City Organizations or Athletic Organizations to push requests out to the community for support. SmooFi GeoCalendar will differentiate between paying activities and non-profit activities. But in some cases non-profit or even city events may pay minimum wage for basic services (security, crowd control, parade clean-up, etc.). City organizations and non-profits currently find it hard to find basic resources to help within the community and often end up paying for these services. This later version of SmooFi will also allow people to participate in non-profit events and get the word out about special events in the local community. Services that can be Aggregated and Pushed by Location, Organization, Community, Service Type, or Date & Time.

Meal Delivery (seniors / special needs)

At Home Care

Baby Sitting

Non-Profit

Organizations

City Events (parades, conferences, etc.)

Clean-Up / Waste

Management

Gardening

Corporate Events Youth Groups

Pickup / Drop-off Services (library books, videos, etc.)

Athletic Organizations / Events

Medications Grocery List

Pet Services (dog walking, pet cleaning)

Real Estate Services (loan documents, notary, house management)

House Sitting

Transportation Services Copy & Printing Services

Laundry Services (dry cleaning, uniforms)

Personal Organizers

Court Services (notary, legal documents)

Ticket and Event Services (ticket pickup/drop-off, parking, etc)

Exercise, Diet, Nutrition

Events / Activities

Technology Services (HDTV Support / Repair, computer repair)

Shipping Services (cars, boxes, people)

Home Repairs / Home Hair Cuts

Auto Repairs (dings, windshields, etc.)

Lessons (Piano, 2nd language, tutoring, etc.)

SmooFi Revenue Model – Online & Mobile Advertising

SmooFi maximizes the utilization of the web portal to push local advertisements both on the website and on mobile text messages and email alerts. These advertisements will be geared both to the service provider and the service requester and towards the service that is being provided and the ZIP Code they live in.

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For example, a service request for someone to wash my dog will result in an online service request on SmooFi. When the service requestor submits the request, they may see an advertisement for dog food. When the service provider logs in and views the requested service, they may see an advertisement for dog shampoo or local pet store.

Also, the service requestor will receive a mobile alert when the service provider shows up at the house to walk the dog and when they leave. This mobile alert will have a mobile text advertisement such as information on a local pet store. When I approve payment online, the service provider will receive a mobile alert that the payment is made, the service provider advertisement maybe a local supply shop or additional pet walking requests from the website.

SmooFi technology combines online market, community and geographic information services with mobile text messaging, advertising and mobile geographic information services. Even local coupons or coupon codes can also be sent to mobile phones and integrated with each service request. Advertisers can also narrow down their advertisement by ZIP Code, service type, or day and time.

SmooFi target market is to tap into urban communities where many people have mixed schedules and/or want to earn extra income for weekend or general expenses. For example, many people are involved in multi-tiered marketing programs such as Juice Plus, Pampered Chef, Avon and others. Many people just want extra income to offset personal expenses. In other cases baby boomers are working at Macy’s, Crate & Barrel, as kindergarten teachers, pet walkers and many other jobs. There’s an underlying market and demand for these services. In many cases, people are necessarily happy with products such as Juice Plus or Pampered Chef, but it’s a means to an end. With SmooFi, people could find paid services they enjoy such as basic gardening, meal delivery, pet care, home computer / HDTV repair services and more. Whatever their interest, there’s a way to make additional revenue.

SmooFi “Get & Share” – Viral Marketing

An existing open source technology is “Get & Share”, an easy way to right click on any SmooFi service request and paste it on your MySpace, YouTube, FaceBook, iGoogle or other web community site. This technology allows SmooFi to let users grab SmooFi service requests and paste them on their most popular site. In doing so, if a Service Provider clicks on the link and accepts the Service Request from the SmooFi site, a credit will be provided back to this user. This will create a Viral Marketing program for SmooFi and extend their MySpace and FaceBook accounts allowing them to book and manage basic services both for income OR for personal or family use.

SmooFi Payment Engine

Similar to Google Checkout or PayPal, Smoofi payment engine will allow service providers to accept credit card transactions, either on the Smoofi website, on their own website or via email. Initially Smoofi may utilize Google’s Checkout API or PayPal’s API to handle financial transactions brining security and name brand to Smoofi’s services. Over time there is a great opportunity to create a customized payment transaction engine dedicated to the service industry.

Smoofi Revenue Model

Smoofi has the following revenue models, each will morph into a different revenue model as the site gains traction.

1) Transaction Fees – SmooFi will receive $1 for each transaction from the service requestor upon listing of the available job. . Users can pay fees via credit card once the transaction fee.

a. Viral Marketing – A $.25 credit will be provided back to those users who place SmooFi “Get & Share” ads on their Facebook pages and/or other community websites when a Service Provider clicks their link and accepts the service terms.

2) Keyword Advertising – using Google Adwords or Yahoo Marketing, Smoofi can provide online advertisements and mobile text message advertisements.

a. SmooFi Advertising Engine – Over time Smoofi will develop its own advertising engine where advertisers can bid on key terms at the ZIP Code level and determine if they want online or mobile text messages or both.

b. The advantage of SmooFi advertising engine is I know the exact address and interest of the service requestor. I can provide targeted ads, such as an advertisement for PetCo to all people requesting dog walks.

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3) Credit Card Transactions – using Google Checkout and/or PayPal, Smoofi will be able to generate revenue via credit card transactions.

a. Credit Card Transaction Engine – developing a custom transaction engine with a major bank or partnering with Google Checkout, Smoofi intends to have their own proprietary credit card transaction engine for service providers.

4) Mobile Text Messaging Services – using mobile text messaging (or emails) to notify the user of arrival and departure times of service providers will allow for targeted advertising by service type and ZIP Code.

5) Membership Fees – there will be no membership fees in the first version of Smoofi, but over time service providers may be charged an annual membership fee ($25 to $100) to join Smoofi. The benefits are more business, online and mobile alerts, online and mobile directions, online payment gateway to accept credit card transactions.

Plan of Operations

SmooFi will leverage two major marketing, branding and PR programs. First, SmooFi will focus on key markets such as California to launch the product. Secondly SmooFi will expand to other markets as the product is proven and tested. SmooFi will use both AM Radio advertising to target people in traffic during peak times who have limited time and need basic services completed at specific dates and time and are willing to pay a $1.00 for this service. SmooFi will also leverage Web 2.0 services to create viral marketing program throughout the web integrating SmooFi services with other major community websites such as MySpace and FaceBook.

Target Market

Consumer Target Market

Activities transcend markets: in-home visits, transportation, meals, store runs, (baby) sitting, tutoring, pet care, tutoring, chaperon, and more. Target market applies to individuals or families with someone that is:

• Senior or Elderly

• Special Needs – autistic kids (autism on the rise), mental / brain injuries (brain injuries on the rise),

• School Kids (K-12)

• Pets

• Babies (0 to 5)

• Etc.

PR PR PR is the way to get the word out!

Helper Target Market

The consumer target market needs to match the helpers:

• Job seekers

• Care givers

• Pet sitters

• Baby sitters

• Stay at home moms

• Part time employees

• Non-profit organizations

MySpace, YouTube, Monster, HotJobs, Career Builder, etc. advertise for thousands of part time jobs!

Competitive Conditions

There are many similar online and offline technologies similar to SMOOFI such as Craig’s List, Kudzu, eBay Auctions, Penny Saver, and others. But there are no online websites that focus only on the service industry as an eCommerce / classifieds / auction marketplace. Craig’s List does not have an eCommerce or credit card system and there is no member feedback or rating system.

SMOOFI targets the underlining service industry, setting up a system for online services by ZIP Code that service providers can quickly qualify and identify leads by price, location and service type. Service requestors can quickly list services and find qualified candidates based on feedback rating, length of membership, and pay via credit card. Smoofi is safe, secure, easy to use, and self-regulating community based on an eBay type rating system.

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Market Demand

Demographics - A Growing Problem for the Service Industry The historical trend of the older population growing at a faster pace than the total population will continue well into the 21st Century.

Intellectual Property

We have no patents or trademarks.

Government Regulation and Industry Standards

There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of products and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling products or otherwise operating our business.

Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the overwhelming acceptance of the Internet as an advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. We and many other Internet companies will use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.

Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union and many countries within the EU have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the US as well, and the US Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of our users and subscribers which could harm our business and financial results.

Employees

As of February 7, 2014, we had one employee which serves as our president, and chief executive officer, Mr. Clarke. During calendar year ending December 31, 2014 (dependent on financing and available working capital), Mr. Clarke will devote at least twenty (20) hours a week to us and may increase the number of hours as necessary. Mr. Clarke is allowed to devote this time to our Company as he is not limited or restricted from being involved with us by his current employer. Mr. Clarke is under no contractual agreement with the Company. However, our president, and chief executive officer’s current plan is to provide all administrative and planning work as well as perform the basic coding for software and initial marketing efforts on his own without any cash compensation while he seeks other sources of funding for the Company and its business plan.

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Mr. Clarke has been initially compensated through the form of common stock or equity in the Company, and will continue to forego cash payments for his services until the Company is profitable. It is his belief that these actions are in the best interest of the Company and its prospective investors who may invest in this offering. Beyond Mr. Clarke’s services, we have currently been working with an independent software development firm, which has been utilized on an “as needed” basis, and we may in the future use other independent contractors and consultants to assist in many aspects of our business on an “as needed” or per project basis pending adequate financial resources being available or their ability to defer payment for their services.

There is no written employment contract or agreement in place with our president, and chief executive officer.

Property

Our office and mailing address is 1031 Calle Recodo, Suite B, San Clemente, CA 92673. The space is provided to us by Mr. Clarke. Mr. Clarke incurs no incremental costs as a result of our using the space. Therefore, he does not charge us for its use. There is no written lease agreement.

Litigation

We are not party to any pending, or to our knowledge, threatened litigation of any type.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our management consists of:


Name	Age	Title
Sean Clarke	36	President, CEO, principal executive officer, treasurer, chairman, principal financial officer and principal accounting officer

Sean Clarke – Mr. Sean Clarke has served as Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer of SmooFi since inception on October 11, 2013. He oversees operations, accounting and financial aspects of the company to accomplish strategic, marketing and visionary actions. Mr. Clarke has also been the sole officer of EPunk, Inc. (Ticker: PUNK) from June 2013 through present. He provides financial and management services for small to medium-sized companies. He provides CEO services to these companies, which includes operational advice, accounting, supply chain management, preparation of security filings, and advice regarding compliance, and corporate governance.

At EPunk, Inc., he worked to oversee accounting and audit functions resulting in a successful cost containment strategy. Through a strategic alliance and trilateral agreement he helped accomplish the resolution of a half million dollars in rapidly accruing corporate debt. He oversaw the transition of technology from the prior officers, and worked closely with board members and shareholders to clean up the books and restructure the company. He streamlined operations, worked with auditors/attorney’s to keep up on the SEC filings and bring the company into good standing with creditors, vendors and customers.

In January 2008, Mr. Clarke graduated with a Master of Business Administration from the University San Diego where he earned a 3.65 GPA, and was a member of Net Impact an organization for corporate to community relations. He was one of the first in his cohort to graduate with a master spanning three full-time semesters. Mr. Clarke holds a Bachelor of Science in Business Administration with an emphasis in Finance from Chapman University May 2002. Mr. Clarke was a Provost’s scholarship winner from 2000 through 2002.

From 2010 through June 2013, Mr. Clarke worked privately as an accountant for Global Properties Corp. He refined existing accounting systems, instituted internal controls and worked in direct support of the Director, board members and primary shareholders. He conducted accounting, bookkeeping, tax and AR/AP services as well as various marketing and IT functions. In 2010, he served as a Controller/Comptroller for hire at a South Orange County accounting firm (Omega Accounting Solutions). He administered financial reporting, budgeting and payroll services for small businesses. He implemented and revised accounting systems, and accounting software solutions across functional departments. During which time, he orchestrated two cost containment strategies resulting in the turnaround of two key clients. He also established AIA government compliant billing and payroll processes.

In 2009, as a contractor, Mr. Clarke functioned as the sole On-Site IT Administration and Payable Accountant for a $275M organization that conducting nondestructive testing for major utilities (Anatec-LMT). He coordinated with the Network Administrator to manage a $1.5M network of servers and operational technology.

Mr. Clarke started his career in sales at Yellow Book USA 2000-2006, (Ticker: YELL.L) in West Covina, CA. As an Assistant Sales Manager, he oversaw a twenty-person sales team responsible for $15M in annual sales. He facilitated management and recruitment, training, forecasting, and internal reporting responsibilities. He administered a budget, and coordinated with major vendors to contain costs, implement new technology, and ensure product quality. He served in the retention of key accounts, and represented the division at local and superior court levels.

Mr. Clarke’s IT skills include, but are not limited to virtual private networking, enterprise resource management software like Agresso. Hardware and software configuration and implementation, as well as specific applications like Adobe, QuickBooks and the MS Office suite.

Possible Potential Conflicts

The OTCBB on which we plan to have our shares of common stock quoted does not currently have any director independence requirements.

No member of management will be required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to us.

Currently we have only one officer and one director (both of whom are the same person), and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Code of Business Conduct and Ethics

In October 2013, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our founder, president, chief executive officer, and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

honest and ethical conduct,

full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

compliance with applicable laws, rules and regulations,

the prompt reporting violation of the code, and

accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our Registration Statement of which this prospectus is a part.

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Board of Directors

All directors will hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. Our current directors’ term of office expires on October 15, 2014. All officers are appointed annually by the board of directors subject to existing employment agreements (of which there are currently none) and will serve at the discretion of the board. Currently, directors receive no compensation for their role as directors but may receive compensation for their role as officers.

As long as we have no additional directors besides our founder, president, chief executive officer, and Chairman, all votes on issues are resolved in favor of the Chairman’s vote.

Involvement in Certain Legal Proceedings

Except as described below, during the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of SmooFi:

had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining his from or otherwise limiting his involvement in any of the following activities:

acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

engaging in any type of business practice; or

iii.

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

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Committees of the Board of Directors

Concurrent with having sufficient members and resources, the SmooFi board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee system s . The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.

All directors will be reimbursed by SmooFi for any expenses incurred in attending directors' meetings provided that SmooFi has the resources to pay these fees. SmooFi will consider applying for officers and directors liability insurance at such time when it has the resources to do so.

Summary Executive Compensation Table

The following table shows, for the period from October 15, 2013 (inception) to December 31, 2013, compensation awarded to or paid to, or earned by, our Chief Executive Officer (the “Named Executive Officer”).


SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
¹ Sean Clarke CEO, CFO and Director	2013	-	-	-	-	-	-	-	-

There is no formal employment arrangement with Mr. Clarke at this time. Mr. Clarke’s compensation has not been fixed or based on any percentage calculations. He will make all decisions determining the amount and timing of his compensation and, for the immediate future, has elected not to receive any compensation which permits us to meet our financial obligations. Mr. Clarke’s compensation amount may be formalized if and when the Company completes this offering and obtains any future financing beyond the offering.

¹ Mr. Clarke received 500,000 shares of common stock of the Company as founder shares. The Company does not intend on issuing any additional shares to Mr. Clarke for organizational services or for his activities as an officer or director for the foreseeable future.

Grants of Plan-Based Awards Table

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the period ended December 31, 2013 except as stated above. The Company has no activity with respect to these awards.

Options Exercised and Stock Vested Table

None of our named executive officers exercised any stock options, and no restricted stock units, if any, held by our named executive officers vested during the period ended December 31, 2013. The Company has no activity with respect to these awards.

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Outstanding Equity Awards at Fiscal Year-End Table

None of our named executive officers had any outstanding stock or option awards as of December 31, 2013 that would be compensatory to the officer. The Company has not issued any awards to its named executive officers. The Company and its Board of Directors may grant awards as it sees fit to its employees as well as key consultants.

PRINCIPAL SHAREHOLDERS

As of December 31, 2013, we had 9,550,000 shares of common stock outstanding which are held by six shareholders. The chart below sets forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board of directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of December 31, 2013; of all directors and executive officers of SmooFi; and of our directors and officers as a group.

		Percent of Common Stock Owned
Name	Number of Shares ⁽¹⁾	Prior to Offering ⁽¹⁾	Assuming 1,000,000 Shares Are Sold ⁽¹⁾	Assuming Maximum Offering is Sold ⁽¹⁾

Derek Cahill	7,250,000	75.9%	68.72%	62.8%

Sean Clarke ⁽²⁾	500,000	5.24%	4.74%	4.3%
All officers and directors as a group (one person)	500,000	5.24%	4.74%	4.3%

⁽¹⁾

The percent of common stock owned is calculated using the sum of (A) the number of shares of common stock owned and (B) the number of warrants and options of the Beneficial Owner that are exercisable within 60 days, as the numerator, and the sum of (Y) the total number of shares of common stock outstanding (and the number of warrants and options of the Beneficial Owner that are exercisable within 60 days, as the denominator.

⁽²⁾

Officer and director of the Company. Mr. Clarke received 500,000 founder’s shares of the Company on October 15, 2013.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The only promoters of SmooFi would be Mr. Clarke, president, and chief executive officer, and principal financial officer.

The Company issued 500,000 shares of its common stock to its president, and chief executive officer, Mr. Clarke, and chief financial officer for founder’s shares.

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DESCRIPTION OF CAPITAL STOCK

Introduction

We were incorporated under the laws of the State of Nevada on October 15, 2013. SmooFi is authorized to issue 200,000,000 shares of common stock and 5,000,000 shares of preferred stock.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our board of directors. No shares of preferred stock have been designated, issued or were outstanding as of December 31, 2013. Accordingly, our board of directors is empowered, without stockholder approval, to issue up to 5,000,000 shares of preferred stock with voting, liquidation, conversion, or other rights that could adversely affect the rights of the holders of the common stock. Although we have no present intention to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.

Among other rights, our board of directors may determine, without further vote or action by our stockholders:

the number of shares and the designation of the series;

whether to pay dividends on the series and, if so, the dividend rate, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series;

whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;

whether the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions of conversion or exchange;

whether or not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether there will be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and

the rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative rights or priority, if any, of payment of shares of the series.

We presently do not have plans to issue any shares of preferred stock. However, preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our Company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock.

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Common Stock

Our certificate of incorporation authorizes the issuance of 200,000,000 shares of common stock. There are 9,550,000 shares of our common stock issued and outstanding at December 31, 2013 that is held by six shareholders. The holders of our common stock:

have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;

are entitled to share ratably in all of the 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, or redemption or access to any sinking fund; and

are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders

See also Plan of Distribution regarding negative implications of being classified as a “Penny Stock.”

Authorized but Un-issued Capital Stock

Nevada law does not require stockholder approval for any issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of the existence of un-issued and unreserved common stock (and/or preferred stock) may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

Shareholder Matters

As an issuer of "penny stock" the protection provided by the federal securities laws relating to forward looking statements does not apply to us if our shares are considered to be penny stocks which they currently are and probably will be for the foreseeable future. Although the federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this prospectus, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

As a Nevada corporation, we are subject to the Nevada Revised Statutes ("NRS" or "Nevada law"). Certain provisions of Nevada law described below create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

Directors' Duties . Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection

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Dissenters' Rights . Among the rights granted under Nevada law which might be considered material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares (see Nevada Revised Statutes ("NRS") 92A.380-390). This right is subject to exceptions, summarized below, and arises in the event of mergers or plans of exchange. This right normally applies if shareholder approval of the corporate action is required either by Nevada law or by the terms of the articles of incorporation.

A shareholder does not have the right to dissent with respect to any plan of merger or exchange, if the shares held by the shareholder are part of a class of shares which are:

listed on a national securities exchange,

included in the national market system by the Financial Industry Regulatory Authority (“FINRA”), or

held of record by not less than 2,000 holders.

This exception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation or if the shareholders are required under the plan of merger or exchange to accept anything but cash or owner's interests, or a combination of the two, in the surviving or acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.

Inspection Rights . Nevada law also specifies that shareholders are to have the right to inspect company records (see NRS 78.105). This right extends to any person who has been a shareholder of record for at least six months immediately preceding his demand. It also extends to any person holding, or authorized in writing by the holders of, at least 5% of outstanding shares. Shareholders having this right are to be granted inspection rights upon five days' written notice. The records covered by this right include official copies of:

the articles of incorporation, and all amendments thereto,

ii.

bylaws and all amendments thereto; and

iii.

a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.

In lieu of the stock ledger or duplicate stock ledger, Nevada law provides that the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.

Control Share Acquisitions . Sections 78.378 to 78.3793 of Nevada law contain provisions that may prevent any person acquiring a controlling interest in a Nevada-registered company from exercising voting rights. To the extent that these rights support the voting power of minority shareholders, these rights may also be deemed material. These provisions will be applicable to us as soon as we have 200 shareholders of record with at least 100 of these having addresses in Nevada as reflected on our stock ledger. While we do not yet have the required number of shareholders in Nevada or elsewhere, it is possible that at some future point we will reach these numbers and, accordingly, these provisions will become applicable. We do not intend to notify shareholders when we have reached the number of shareholders specified under these provisions of Nevada law. Shareholders can learn this information pursuant to the inspection rights described above and can see the approximate number of our shareholders by checking under Item 5 of our annual reports on Form 10-K. This form is filed with the Securities and Exchange Commission within 90 days after the close of each fiscal year hereafter. You can view these and our other filings at www.sec.gov in the "EDGAR" database.

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Under NRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in company shares may not exercise voting rights on any of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders' meeting held upon the request and at the expense of the acquiring person. If the acquiring person's shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any shareholder, other than the acquiring person, who does not vote for authorizing voting rights for the control shares, is entitled to demand payment for the fair value of their shares, and we must comply with the demand. An "acquiring person" means any person who, individually or acting with others, acquires or offers to acquire, directly or indirectly, a controlling interest in our shares. "Controlling interest" means the ownership of our outstanding voting shares sufficient to enable the acquiring person, individually or acting with others, directly or indirectly, to exercise one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more of the voting power of our shares in the election of our directors. Voting rights must be given by a majority of our disinterested shareholders as each threshold is reached or exceeded. "Control shares" means the company's outstanding voting shares that an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person becomes an acquiring person.

These Nevada statutes do not apply if a company's articles of incorporation or bylaws in effect on the tenth day following the acquisition of a controlling interest by an acquiring person provide that these provisions do not apply.

According to NRS 78.378, the provisions referred to above will not restrict our directors from taking action to protect the interests of our Company and its shareholders, including without limitation, adopting or executing plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Likewise, these provisions do not prevent directors or shareholders from including stricter requirements in our articles of incorporation or bylaws relating to the acquisition of a controlling interest in the Company.

Our articles of incorporation and bylaws do not exclude us from the restrictions imposed by NRS 78.378 to 78.3793, nor do they impose any more stringent requirements.

Certain Business Combinations . Sections 78.411 to 78.444 of the Nevada law may restrict our ability to engage in a wide variety of transactions with an "interested shareholder." As was discussed above in connection with NRS 78.378 to 78.3793, these provisions could be considered material to our shareholders, particularly to minority shareholders. They might also have the effect of delaying or making more difficult acquisitions of our stock or changes in our control. These sections of NRS are applicable to any Nevada company with 200 or more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act, unless the company's articles of incorporation provide otherwise. By this registration statement, we are not registering our common stock under Section 12(g) of the Exchange Act. Accordingly, upon the effectiveness of this registration statement on Form S-1 we not will be subject to these statutes.

These provisions of Nevada law prohibit us from engaging in any "combination" with an interested stockholder for three years after the interested stockholder acquired the shares that cause him/her to become an interested shareholder, unless he had prior approval of our board of directors. The term "combination" is described in NRS 78.416 and includes, among other things, mergers, sales or purchases of assets, and issuances or reclassifications of securities. If the combination did not have prior approval, the interested shareholder may proceed after the three-year period only if the shareholder receives approval from a majority of our disinterested shares or the offer meets the requirements for fairness that are specified in NRS 78.441-42. For the above provisions, "resident domestic corporation" means a Nevada corporation that has 200 or more shareholders. An "interested stockholder" is defined in NSR 78.423 as someone who is either:

the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding voting shares; or

our affiliate or associate and who within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding shares at that time.

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Amendments to Bylaws - Our articles of incorporation provide that the power to adopt, alter, amend, or repeal our bylaws is vested exclusively with the board of directors. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.

Transfer Agent

The Transfer Agent for our common stock is Issuer Direct Corporation, 500 Perimeter Park Dr, Suite D

Morrisville, NC 27560. Its telephone number is 919-481-4000.

PLAN OF DISTRIBUTION

There is no public market for our common stock. Our common stock is currently held by one shareholder. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. A market maker has agreed to file an application with FINRA so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this offering. There can be no assurance as to whether such market maker’s application will be accepted by FINRA nor can we estimate the time period that will be required for the application process. In the absence of quotation or listing, no market is available for investors in our common stock to sell their shares. We cannot provide any assurance that a meaningful trading market will ever develop or that our common stock will ever be quoted or listed for trading.

If the shares of our common stock ever become tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.

This offering will be conducted on a best-efforts basis utilizing the efforts of Mr. Clarke, president, and chief executive officer of the Company. Potential investors include, but are not limited to, family, friends and acquaintances of Mr. Clarke. The intended methods of communication include, without limitation, telephone calls and personal contact. In his endeavors to sell this offering, Mr. Clarke will not use any mass advertising methods such as the internet or print media.

Funds received in connection with the sale of our securities will be transmitted immediately into an escrow account. There can be no assurance that all, or any, of the shares will be sold.

Mr. Clarke will not receive commissions for any sales originated on our behalf. We believe that Mr. Clarke is exempt from registration as a broker under the provisions of Rule 3a4-1 promulgated under the Exchange Act. In particular, Mr. Clarke:

Is not subject to a statutory disqualification, as that term is defined in Section 3(a)39 of the Act, at the time of his participation;

Is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

b. Is not an associated person of a broker or dealer; and

c. Meets the conditions of the following:

Primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities;

ii.

Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and

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iii.

Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to Rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within a Rule 415 registration

No officers or directors of the Company may purchase any securities in this offering.

There can be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named herein. In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the offering will be sold.

The proceeds from the sale of the shares in this offering will be payable to the Company, and will be deposited in a noninterest-bearing bank account until the subscription agreements are accepted by the Company. Failure to do so will result in checks being returned to the investor who submitted the check. No interest will be paid to any shareholder or the Company. All subscription agreements and checks are irrevocable (except as to any states that require a statutory cooling-off period or rescission right). All subscription funds will be held in the Escrow Account pending acceptance of the subscriptions by SmooFi, and funds will be released to SmooFi as received, until the maximum offering has been subscribed.

Investors can purchase common stock in this offering by completing a Subscription Agreement, a copy of which is filed as Exhibit 99.1a to the registration statement of which this prospectus is a part, and sending it together with payment in full. All payments must be made in U.S. currency either by personal check, bank draft, or cashier check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable (except as to any states that require a statutory cooling-off period or rescission right). The Company expressly reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

Any purchasers of our securities should be aware that any market that develops in our common stock will be subject to “penny stock” restrictions.

We will pay all expenses incident to the registration, offering and sale of the shares other than commissions or discounts of underwriters, broker-dealers or agents.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Any purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.

The trading of our securities, if any, will be in the over-the-counter markets which are commonly referred to as the OTCBB as maintained by FINRA (once and if and when quoting thereon has occurred). As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

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OTCBB Considerations

OTCBB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTCBB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCBB stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We are not permitted to file such application on our own behalf. A market maker has agreed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part. There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require.

The OTCBB is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTCBB. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCBB.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTCBB has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company assuming all FINRA questions relating to its Rule 211 process are answered accurately and satisfactorily. The only requirement for ongoing inclusion in the OTCBB is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate that quotation on the OTCBB will increase liquidity for our stock, investors may have difficulty in getting orders filled because trading activity on the OTCBB in general is not conducted as efficiently and effectively as with NASDAQ-listed securities. As a result, investors’ orders may be filled at a price much different than expected when an order is placed.

Investors must contact a broker-dealer to trade OTCBB securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

OTCBB transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTCBB, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

Because OTCBB stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

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Section 15(g) of the Exchange Act

Our shares will be covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 excluding revenue or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules (but is not applicable to us).

Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

the basis on which the broker or dealer made the suitability determination, and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction

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Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, which is likely, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it difficult to dispose of the Company’s securities.

State Securities – Blue Sky Laws

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

We will consider applying for listing in Mergent, Inc., a leading provider of business and financial information on publicly listed companies, which, once published, will provide SmooFi with “manual” exemptions in approximately 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled “Standard Manuals Exemptions.” However, we may not be accepted for listing in Mergent or similar services designed to obtain manual exemptions if we are considered to be a "shell company" at the time of application.

Thirty-three states have what is commonly referred to as a "manual exemption" for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Mergent, Inc. or Standard and Poor's Corporate Manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after our registration statement is declared effective. Once we secure this listing (assuming that being a development stage and shell company is not a bar to such listing), secondary trading can occur in these states without further action.

Upon effectiveness of this Prospectus, the Company intends to consider (but may not) becoming a “reporting issuer” under Section 12(g) of the Exchange Act, as amended, by way of filing a Form 8-A with the SEC. A Form 8-A is a “short form” of registration whereby information about the Company will be incorporated by reference to the Registration Statement on Form S-1, of which this prospectus is a part. Upon filing of the Form 8-A, if done, the Company’s shares of common stock will become “covered securities,” or “federally covered securities” as described in some states’ laws, which means that unless you are an “underwriter” or “dealer,” you will have a “secondary trading” exemption under the laws of most states (and the District of Columbia, Guam, the Virgin Islands and Puerto Rico) to resell the shares of common stock you purchase in this offering. However, four states do impose filing requirements on the Company: Michigan, New Hampshire, Texas and Vermont. The Company may, at its own cost, make the required notice filings in Michigan, New Hampshire, Texas and Vermont immediately after filing its Form 8-A with the SEC.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

Limitations Imposed by Regulation M

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution.

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EXPERTS

The financial statements of the Company as of December 31, 2013 and for the period October 15, 2013 (inception) to December 31, 2013 included in this prospectus have been audited by independent registered public accountants and have been so included in reliance upon the report of TAAD, LLP, a professional corporation given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1, including exhibits, schedules and amendments, under the Securities Act with respect to the shares of common stock to be sold in this offering. This prospectus does not contain all the information included in the registration statement. For further information about us and the shares of our common stock to be sold in this offering, please refer to our registration statement.

You may read and copy any document we file at the SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20549. You should call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings will also be available to the public at the SEC's web site at "http:/www.sec.gov."

You may request, and we will voluntarily provide, a copy of our filings, including our annual report which will contain audited financial statements, at no cost to you, by writing or telephoning us at the following address:

SmooFi, Inc.

1031 Calle Recodo, Suite B

San Clemente, CA 92673

949-973-0684

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SmooFi, INC.

(a Development Stage Company)

INDEX TO FINANCIAL STATEMENTS


Contents
	Page

Report of Independent Registered Public Accounting Firm	56

Balance Sheet at December 31, 2013	57

Statement of Operations for the Period October 15, 2013 (inception) to December 31, 2013	58

Statement of Stockholders’ Equity for the Period October 15, 2013 (inception) to December 31, 2013	59

Statement of Cash Flows for the Period October 15, 2013 (inception) to December 31, 2013	60

Notes to the Financial Statements	61

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

SmooFi, Inc.

We have audited the accompanying balance sheet of SmooFi, Inc. (A Development Stage “Company”) as of December 31, 2013 and the related statement of operations, changes in stockholders’ equity and cash flows for the period from October 15, 2013 (inception) to December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SmooFi, Inc. as of December 31, 2013, and the result of its operations and its cash flows for the period from October 15, 2013 (inception) to December 31, 2013 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had no revenues and earnings since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3, which includes achieving profitable operations and raising additional funds through financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ TAAD, LLP

January 7, 2014

Walnut, CA. 91789

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SmooFi, Inc.

(a Development Stage Company)

Balance Sheet

December 31, 2013

ASSETS

CURRENT ASSETS:
Cash	$	212,570

OTHER ASSETS:
Intangible asset		72,500
TOTAL ASSETS	$	285,070

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accrued expenses	$	26,556
Note payable		150,493
Note payable – related party		50,165
TOTAL LIABILITIES		227,214


STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Common stock, $0.001 par value; 200,000,000 shares authorized; 9,550,000 shares issued and outstanding		9,550
Additional paid in capital		80,950
Deficit accumulated during development stage		(32,644	)
TOTAL STOCKHOLDERS’ EQUITY		57,856

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	285,070

See notes to the financial statements.

- 57 -

SmooFi, Inc.

(a Development Stage Company)

Statement of Operations

For the Period October 15, 2013 (inception) through December 31, 2013



Revenue	$	-

Expenses:
Selling, general and administration		31,986

Operating loss		31,986

Interest expense		658

Net loss	$	(32,644	)

Basic and diluted loss per share	$	(0.00	)

Weighted average common shares outstanding - basic and diluted		9,222,727

See notes to the financial statements.

- 58 -

SmooFi, Inc.

(a Development Stage Company)

Statement of Changes in Stockholders’ Equity

For the Period October 15, 2013 (inception) through December 31, 2013


	Common Stock		Common Stock Amount		Additional Paid-in-capital		Accumulated Deficit			Total
Balance - October 15, 2013 (date of inception)	-	$	-	$	-	$		-	$	-
Shares issued for business plan and website on October 15, 2013	7,250,000		7,250		65,250			-		72,500
Shares issued for founder’s shares	500,000		500		(500)			-		-
Shares issued in private placement completed on October 29, 2013	1,800,000		1,800		16,200			-		18,000
Net loss	-		-		-			(32,644)		(32,644)
Balance - December 31, 2013	9,550,000	$	9,550	$	80,950	$		(32,644)	$	57,856

See notes to the financial statements.

- 59 -

SmooFi, Inc.

(a Development Stage Company)

Statement of Cash Flows

For the Period October 15, 2013 (inception) through December 31, 2013

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(32,644	)
Accrued expenses, increase in		26,556
Accrued interest expense		658

Net Cash Used in Operating Activities		(5,430	)

CASH FLOW FROM INVESTING ACTIVITIES
Net Cash Used in Investing Activities		—

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from the issuance of debt		200,000
Issuance of common stock for cash		18,000
Net Cash Provided by Financing Activities		218,000

CHANGE IN CASH		212,570
CASH AT BEGINNING OF PERIOD		—
CASH AT END OF PERIOD	$	212,570

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for:
Interest	$	—
Income taxes	$	—

Non-cash investing and financing activities:
Intangibles acquired	$	72,500

See notes to the financial statements.

- 60 -

SmooFi, Inc.

(a Development Stage Company)

Notes to the Financial Statements

December 31, 2013

NOTE 1 – ORGANIZATION

SmooFi, Inc. (the Company) was incorporated under the laws of the State of Nevada on October 15, 2013. The Company issued 7,250,000 shares of its common stock to our founder, Derek Cahill, as consideration for the purchase of a business plan along with website.

The Company has not generated revenues from its planned principal operations and is considered a development stage company as that term is defined by Financial Accounting Standard Board ("FASB") Accounting Standards Codification ("ASC") 915, Development Stage Entities .

The Company will acquire and/or develop and market software and services that will significantly enhance the performance and functionality of the Internet services used by small to medium sized businesses. The Company’s products and services will use proprietary technology that will enable users to work collaboratively to obtain substantial improvements in performance, reliability and usability.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a September 30, fiscal year-end.

b. Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

c. Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation , which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

d. Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260.

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e. Loss per Share

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

f. Fair Value Measurements and Disclosures

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s adoption of fair value measurements and disclosures did not have a material impact on the financial statements and financial statement disclosures

g. Income Taxes

Income taxes are provided in accordance with ASC 740, Income Taxes . A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal or State income taxes.

h. Advertising

Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting period presented.

i. Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

- 62 -

j. Recently Issued Accounting Pronouncements

The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a negative working capital of $14,644 and a deficit accumulated during the development stage of $32,644 at December 31, 2013. As of December 31, 2013, the Company had not generated any revenue and had no committed sources of capital or financing.

While the Company is attempting to generate revenues from services or software products, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management believes that the actions presently being taken to further implement its business plan and generate additional products and revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to realize revenues and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – NOTES PAYABLE

As of December 31, 2013, the Company had a total of three notes payable issued and outstanding with a total principle of $200,000 and accrued interest of $658. The notes are due on December 31, 2014 and have an interest rate of 12%. $50,000 of the principle and $165 of the accrued interest was to payable to a related party, our CEO, Sean Clarke.

NOTE 5 – SHARE CAPITAL

The Company is authorized to issue 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company issued 500,000 shares of its common stock to its president, and chief executive officer as founder shares. The Company issued 7,250,000 shares of our common stock to Derek Cahill as consideration for the purchase of a business plan along with a website. The acquisition of the business plan and website was valued at $72,500.

On October 29, 2013, the Company completed a private placement where it issued 1,800,000 shares of its common stock to accredited investors for $18,000.

At December 31, 2013, there are 9,550,000 shares of common stock issued and outstanding.

NOTE 6 – COMMITMENTS

The Company is obligated to certain professionals for $5,000 per month for a year related to the building of its website and mobile applications. The Company in its capacity is solely obligated for these fees.

NOTE 7 – INCOME TAXES

As of December 31, 2013, the Company had net operating loss carry forwards of $32,644 that may be available to reduce future years’ taxable income through 2033.

- 63 -


	As of December 31, 2013

Deferred tax assets:
Net operating tax carryforwards	$	12,731
Other		—
Gross deferred tax assets		12,731
Valuation allowance		(12,731	)

Net deferred tax assets	$	—

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a 100% valuation allowance due to the management determined that it is more likely than not that the U.S. federal and state deferred tax assets as of December 31, 2013 will not be realized.

Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of 5.0% for 2013 is as follows:

	2013
Income tax benefit at federal statutory rate		-34.00	%
State income tax benefit, net of effect on federal taxes		-5.00	%
Increase in valuation allowance		39.00	%
Income tax expense		—

- 64 -

This prospectus is part of a registration statement we filed with the SEC. You should rely only on the information or representations provided in this prospectus. We have authorized no one to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document.

No one (including any salesman or broker) is authorized to provide oral or written information about this offering that is not included in this prospectus.

The information contained in this prospectus is correct only as of the date set forth on the cover page, regardless of the time of the delivery of this prospectus.

Until ________, 2014 (90 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

2,000,000 Shares

SmooFi, Inc.

Common Stock

PROSPECTUS

__, 2014

- 65 -

TABLE OF CONTENTS

			Page
SUMMARY FINANCIAL DATA			8
RISK FACTORS			9
USE OF PROCEEDS			20
THE OFFERING			20
DETERMINATION OF OFFERING PRICE			22
DILUTION			22
DIVIDEND POLICY			23
MARKET FOR SECURITIES			24
NOTE REGARDING FORWARD-LOOKING STATEMENTS			26
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION			27
BUSINESS			34
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS			41
PRINCIPAL SHAREHOLDERS			44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			44
DESCRIPTION OF CAPITAL STOCK			45
PLAN OF DISTRIBUTION			49
LEGAL MATTERS			53
EXPERTS			53

WHERE YOU CAN FIND MORE INFORMATION			53

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Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Registrant is bearing all expenses in connection with this registration statement other than sales commissions, underwriting discounts and underwriter's expense allowances designated as such. Estimated expenses payable by the Registrant in connection with the registration and distribution of the Common Stock registered hereby are as follows:

SEC Registration fee	$	29.13
NASD filing fee		100.00
*Accounting fees and expenses		5,000.00
*Legal fees and expenses		40,000.00
*Transfer agent fees		2,500.00
*Blue Sky fees and expenses		5,000.00
*Miscellaneous expenses		2,370.87

Total	$	55,000.00

*Indicates expenses that have been estimated for filing purposes.

ITEM 14

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has a provision in its Certificate of Incorporation at Article XI thereof providing for indemnification of its officers and directors as follows.

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

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ITEM 15

RECENT SALES OF UNREGISTERED SECURITIES

During the three years preceding the filing of this Form S-1, Registrant has issued securities without registration under the Securities Act on the terms and circumstances described in the following paragraphs.

The Company issued 7,250,000 shares of its common stock to Mr. Cahill, as consideration for a business plan and website.

500,000 were issued to Mr. Clarke, the Company’s president, and chief executive officer upon our incorporation in Nevada in October 2013 for founder shares.

On October 29, 2013, the Company completed a private placement and issued 1,800,000 shares of its common stock to various accredited investors for $18,000.

The foregoing issuances of securities were affected in reliance upon the exemption from registration provided by section 4(2) under the Securities Act of 1933, (the “Act”) as amended.

Notwithstanding being accredited all security holders were provided with a final pre-filing copy of the Company’s Registration Statement and acknowledged having read and reviewed same and having no further questions with respect to their respective investments.

ITEM 16

EXHIBITS


3.1		Articles of Incorporation
3.2		By-Laws
5.1		Opinion of Law Offices of Eric Stoppenhagen
10.1		Form Note Agreement
14.1		Code of Ethics
23.1	d	Consent of TAAD, LLP, a professional corporation
23.2	d	Consent of Law Offices of Eric Stoppenhagen (included in Exhibit 5.1a)
99.1		Copy of Subscription Agreement

Exhibits are not part of the prospectus and will not be distributed with the prospectus.

- 68 -

ITEM 17

UNDERTAKINGS

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, 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.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 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:

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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.

Request for Acceleration of Effective Date or Filing of Registration Statement Becoming Effective Upon Filing.

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

- 70 -

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Clemente, State of California on February 7, 2014.

SmooFi, Inc.

/s/ Sean Clarke

By: Sean Clarke, President, CEO, Principal Executive Officer, Treasurer, Chairman, Principal Financial Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.


Signature(s)	Title(s)	Date

/s/ Sean Clarke		February 7, 2014
By: Sean Clarke Chief Executive Officer	President, CEO, Principal Executive Officer, Treasurer, Chairman, Principal Financial Officer and Principal Accounting Officer

BYLAWS

SMOOFI, INC.

ARTICLE I

OFFICES

Section 1.01 Registered Office. The registered office shall be at such address as shall be set forth from time to time in the office of the Secretary of State of the State of Nevada.

Section 1.02 Locations of Offices . The corporation may also have offices at such other places both within and without the state of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

STOCKHOLDERS

Section 2.01 Annual Meeting . The annual meeting of the stockholders shall be held within 180 days after the end of the corporation's fiscal year at such time as is designated by the board of directors and as is provided for in the notice of the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting of the stockholders or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 2.02 Special Meetings. Special meetings of the stockholders may be called at any time in the manner provided in the articles of incorporation. At any special meeting of the stockholders, only such business shall be conducted as shall have been stated in the notice of such special meeting.

Section 2.03 Place of Meetings. The board of directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be at the registered office of the corporation.

Section 2.04 Notice of Meetings . The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the stockholders (whether annual or special), to be mailed at least 10 but not more than 60 days prior to the meeting, to each stockholder of record entitled to vote.

Section 2.05 Waiver of Notice . Any stockholder may waive notice of any meeting of stockholders (however called or noticed, whether or not called or noticed, and whether before, during, or after the meeting) by signing a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of notice regardless of whether a waiver, consent, or approval is signed or any objections are made, unless attendance is solely for the purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.

Section 2.06 Fixing Record Date . For the purpose of determining: (i) stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting; (ii) stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any change, conversion, or exchange of stock; or (iii) stockholders of the corporation for any other lawful purpose, the board of directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 60 days and, in case of a meeting of stockholders, not less than 10 days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting, the day preceding the date on which notice of the meeting is mailed shall be the record date. For any other purpose, the record date shall be the close of business on the date on which the resolution of the board of directors pertaining thereto is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. Failure to comply with this section shall not affect the validity of any action taken at a meeting of stockholders.

Section 2.07 Voting Lists . The officers of the corporation shall cause to be prepared from the stock ledger, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the registered office of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The original stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section, or the books of the corporation, or to vote in person or by proxy at any meeting of Stockholders.

Section 2.08 Quorum . Stock representing a majority of the voting power of all outstanding stock of the corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote there at, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such reconvened meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.09 Vote Required . When a quorum is present at any meeting, the vote of the holders of stock having a majority of the voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one on which by express provision of the statutes of the state of Nevada or of the articles of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 2.10 Voting of Stock . Unless otherwise provided in the articles of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, subject to the modification of such voting rights of any class or classes of the corporation's capital stock by the articles of incorporation.

Section 2.11 Proxies . At each meeting of the stockholders, each stockholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such stock, as the case may be, as shown on the stock ledger of the corporation or by his attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxy, a majority of such persons present at the meeting, or if only one be present, that one (unless the instrument shall otherwise provide) shall have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the stock so held, and the persons whose shares are pledged shall be entitled to vote, unless the transfer by the pledgor in the books and records of the corporation shall have expressly empowered the pledgee to vote thereon, in which case the pledgee or his proxy may represent such stock and vote thereon. No proxy shall be voted or acted on after six months from its date, unless the proxy is coupled with an interest, or unless the proxy provides for a longer period not to exceed seven years.

Section 2.12 Nomination of Directors . Only persons who are nominated in accordance with the procedures set forth in this section shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders at which directors are to be elected only (a) by or at the direction of the board of directors or (b) by any stockholder of the corporation entitled to vote for the election of directors at a meeting who complies with the notice procedures set forth in this section. Such nominations, other than those made by or at the direction of the board of directors, shall be made by timely notice in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered or mailed to and received at the registered office of the corporation not less than 30days prior to the date of the meeting; provided, in the event that less than 40 days' notice of the date of the meeting is given or made to stockholders, to be timely, a stockholder's notice must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed. Such stockholder's notice shall set forth (a) as to each person whom such stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to regulation 14A under the Securities Exchange Act of 1934, as amended (including each such person's written consent to serve as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address of such stockholder as it appears on the corporation's books, and (ii) the class and number of shares of the corporation's capital stock that are beneficially owned by such stockholder. The request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this section. The officer of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions, and if such officer should so determine, such officer shall so declare to the meeting, and the defective nomination shall be disregarded.

Section 2.13 Inspectors of Election . There shall be appointed at least one inspector of the vote for each stockholders' meeting. Such inspector(s) shall first take and subscribe an oath or affirmation faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of their ability. Unless appointed in advance of any such meeting by the board of directors, such inspector(s) shall be appointed for the meeting by the presiding officer. No director or candidate for the office of director shall be appointed as such inspector. Such inspector(s) shall be responsible for tallying and certifying each vote required to be tallied and certified by them as provided in the resolution of the board of directors appointing them or in their appointment by the person presiding at such meeting, as the case may be.

Section 2.14 Election of Directors . At all meetings of the stockholders at which directors are to be elected, except as otherwise set forth in any preferred stock designation (as defined in the articles of incorporation) with respect to the right of the holders of any class or series of preferred stock to elect additional directors under specified circumstances, directors shall be elected by a plurality of the votes cast at the meeting. The election need not be by ballot unless any stockholder so demands before the voting begins. Except as otherwise provided by law, the8articles of incorporation, any preferred stock designation, or these bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by a majority of the votes cast with respect thereto.

Section 2.15 Business at Annual Meeting . At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the board of directors or (b) by any stockholder of the corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this section. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice shall be delivered or mailed to and received at the registered offices of the corporation not less than 30 days prior to the date of the annual meeting; provided, in the event that less than 40 days' notice of the date of the meeting is given or made to stockholders, to be timely, a stockholder's notice shall be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed. A stockholder's notice to the secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (a) a brief description of the matter desired to be brought before the annual meeting and the reasons for presenting such matter at the annual meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder proposing such matter, (c) the class and number of shares of the corporation's capital stock that are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such matter. Notwithstanding anything in these bylaws to the contrary, no matter shall be brought before or conducted at an annual meeting except in accordance with the provisions of this section. The officer of the corporation or other person presiding at the annual meeting shall, if the facts so warrant, determine and declare to the meeting that a matter was not properly brought before the meeting in accordance with such provisions, and such matter shall not be presented or voted on by the stockholders.

Section 2.16 Business at Special Meeting . At any special meeting of the stockholders, only such business shall be conducted as shall have been stated in the notice of such special meeting.

Section 2.17 Written Consent to Action by Stockholders. Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.18 Procedure for Meetings . Meeting of the stockholders shall be conducted pursuant to such reasonable rules of conduct and protocol as the board of directors or the officer of the Corporation or other person presiding at the meeting may prescribe or, if no such rules are prescribed, in accordance with the most recent published edition of Robert's Rules of Order.

ARTICLE III

DIRECTORS

Section 3.01 General Powers . The business of the corporation shall be managed under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Section 3.02 Number, Term, and Qualifications . The number of directors which shall constitute the board, subject to the limitations set forth in the articles of incorporation, shall be determined by resolution of a majority of the total number of directors if there were no vacancies(the "Whole Board") or, if there are fewer directors than a majority of the Whole Board, by the unanimous consent of the remaining directors or by the stockholders at the annual meeting of the stockholders or a special meeting called for such purpose, except as provided in section 3.03 of this article, which such resolution shall be incorporated by this reference into and shall be a part of these bylaws. Each director elected shall hold office until his successor is elected and qualified. Directors need not be residents of the state of incorporation or stockholders of the corporation.

Section 3.03 Vacancies and Newly Created Directorships . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by majority of the directors then in office, though less than a quorum of the Whole Board, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3.04 Regular Meetings . A regular meeting of the board of directors shall be held without other notice than this bylaw immediately following and at the same place as the annual meeting of stockholders. The board of directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.

Section 3.05 Special Meetings . Special meetings of the board of directors may be called by or at the request of the chairman of the board, president, or any two directors or, in the absence or disability of the president, by any vice-president. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the board of directors called by them.

Section 3.06 Meetings by Telephone Conference Call . Members of the board of directors may participate in a meeting of the board of directors or a committee of the board of directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 3.07 Notice . Notice of any special meeting can be given at least 72 hours prior thereto by written notice delivered personally or sent by facsimile transmission confirmed by registered mail or certified mail, postage prepaid, or by overnight courier to each director. Any such notice shall be deemed to have been given as of the date so personally delivered or sent by facsimile transmission or as of the day following dispatch by overnight courier. Each director shall register his or her address and telephone number(s) with the secretary for purpose of receiving notices. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. An entry of the service of notice given in the manner and at the time provided for in this section may be made in the minutes of the proceedings of the board of directors, and such entry, if read and approved at a subsequent meeting of the board of directors, shall be conclusive on the issue of notice.

Section 3.08 Quorum . A majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided, that the directors present at a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by a majority of the required quorum for such meeting. If less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.09 Manner of Acting . The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, and individual directors shall have no power as such.

Section 3.10 Compensation . By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 3.11 Presumption of Assent . A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or unless he shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.12 Resignations. A director may resign at any time by delivering a written resignation to the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on giving of such notice, unless such notice specifies a later time for the effectiveness of such resignation.

Section 3.13 Written Consent to Action by Directors . Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee.

Section 3.14 Removal . Subject to any limitations set forth in the articles of incorporation or the corporate statutes of the state of Nevada, at a meeting expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

Section 4.01 Number. The officers of the corporation shall be a president, a secretary, a treasurer, and such other officers as may be appointed by the board of directors. The board of directors may elect, but shall not be required to elect, a chairman of the board and one or more vice-presidents, and the board of directors may appoint a general manager.

Section 4.02 Election , Term of Office, and Qualifications. The officers shall be chosen by the board of directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the board of directors, officers may be chosen at any regular or special meeting of the board of directors. Each such officer (whether chosen at an annual meeting of the board of directors) shall hold his office until the next ensuing annual meeting of the board of directors and until his successor shall have been chosen and qualified, or until his death or until his resignation or removal in the manner provided in these bylaws. Any one person may hold any two or more of such offices, except that the president shall not also be the secretary. No person holding two or more offices shall execute any instrument in the capacity of more than one office. The chairman of the board, if any, shall be and remain director of the corporation during the term of his office. No other officer need be a director.

Section 4.03 Subordinate Officers, Etc . The board of directors from time to time may appoint such other officers or agents, as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the board of directors from time to time may determine. The board of directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be stockholders or directors.

Section 4.04 Resignations . Any officer may resign at any time by delivering a written resignation to the board of directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 4.05 Removal . Any officer may be removed from office at any special meeting of the board of directors called for that purpose or at a regular meeting, by the vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the board of directors.

Section 4.06 Vacancies and Newly Created Offices . If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause or if a new office shall be created, then such vacancies or newly created offices may be filled by the board of directors at any regular or special meeting.

Section 4.07 The Chairman of the Board. The chairman of the board, if there be such an officer, shall have the following powers and duties:(a) To preside at all stockholders' meetings;(b) To preside at all meetings of the board of directors; and(c) To be a member of the executive committee, if any.

Section 4.08 The President . The president shall have the following powers and duties:(a) To be the chief executive officer of the corporation and, subject to the direction of the board of directors, to have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents;(b) If no chairman of the board has been chosen or if such officer is absent or disabled, to preside at meetings of the stockholders and board of directors;(c) To be a member of the executive committee, if any;(d) To be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and(e) To have all power and perform all duties normally incident to the office of president of a corporation and shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the board of directors.

Section 4.09 The Vice-Presidents . The board of directors may, from time to time, designate and elect one or more vice-presidents, one of whom may be designated to serve as executive vice-president. Each vice-president shall have such powers and perform such duties as from time to time may be assigned to him by the board of directors or the president. At the request or in the absence or disability of the president, the executive vice-president or, in the absence or disability of the executive vice-president, the vice-president designated by the board of directors or (in the absence of such designation by the board of directors) by the president, as senior vice-president, may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the president.

Section 4.10 The Secretary . The secretary shall have the following powers and duties:(a) To keep or cause to be kept a record of all of the proceedings of the meetings of the stockholders and of the board of directors in books provided for that purpose;(b) To cause all notices to be duly given in accordance with the provisions of these bylaws and as required by statute;(c) To be the custodian of the records and of the seal of the corporation, and to cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these bylaws, and when so affixed, to test the same;(d) To see that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed;(e) To have charge of the stock ledger and books of the corporation and cause such books to be kept in such manner as to show at any time the amount of the stock of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the amount of stock held by each holder and time when each became such holder of record; and he shall exhibit at all reasonable times to any director, on application, the original or duplicate stock ledger. He shall cause the stock ledger referred to in section 6.04 hereof to be kept and exhibited at the registered office of the corporation, or at such other place as the board of directors shall determine, in the manner and for the purpose provided in such section;(f) To be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and(g) To perform in general all duties incident to the office of secretary and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president.

Section 4.11 The Treasurer . The treasurer shall have the following powers and duties:(a) To have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation;(b) To cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with section 5.03 hereof;14(c) To cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in section 5.04 hereof) drawn on the authorized depositories of the corporation, and to cause to be taken and preserved property vouchers for all monies disbursed;(d) To render to the board of directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of his transactions as treasurer, and render a full financial report at the annual meeting of the stockholders, if called on to do so;(e) To cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any directors on request during business hours;(f) To be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation;(g) To perform in general all duties incident to the office of treasurer and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president; and(h) To, in the absence of the designation to the contrary by the board of directors, to act as the chief financial officer and/or principal accounting officer of the corporation.

Section 4.12 Salaries . The salaries or other compensation of the officers of the corporation shall be fixed from time to time by the board of directors, except that the board of directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of section 4.03hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a director of the corporation.

Section 4.13 Surety Bonds . In case the board of directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the board of directors may direct, conditioned on the faithful performance of his duties to the corporation, including responsibility for negligence and for the proper accounting of all property, monies, or securities of the corporation which may come into his hands.

ARTICLE V

EXECUTION OF INSTRUMENTS, BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS

Section 5.01 Execution of Instruments . Subject to any limitation contained in the articles of incorporation or these bylaws, the president or any vice-president may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the board of directors. The board of directors may, subject to any limitation contained in the articles of incorporation or in these bylaws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.

Section 5.02 Loans . No loan or advance shall be contracted on behalf of the corporation, nonnegotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the board of directors. Any such authorization may be general or confined to specific instances.

Section 5.03 Deposits . All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the board of directors may select or as from time to time may be selected by any officer or agent authorized to do so by the board of directors.

Section 5.04 Checks, Drafts, Etc . All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these bylaws, evidences of indebtedness of the corporation shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the board of directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the board of directors from time to time may determine.

Section 5.05 Bonds and Debentures . Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument, which shall be signed by the president or a vice-president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation, or other trustee designated by an indenture of trust or other agreement under which such security is issued, the signature of any of the corporation’s officers named thereon may be a facsimile. In case any officer who signed or whose facsimile signature has been used on any such bond or debenture shall cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has-been used thereon had not ceased to be such officer.

Section 5. 06 Sale, Transfer, Etc . of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment shall be effected by the president or by any vice-president and the secretary or assistant secretary, or by any officer or agent thereunto authorized by the board of directors.

Section 5.07 Proxies . Proxies to vote with respect to stock of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice-president and the secretary or assistant secretary of the corporation or by any officer or agent there under authorized by the board of directors.

ARTICLE VI

CAPITAL STOCK

Section 6.01 Stock Certificates . Every holder of stock in the corporation shall be entitled to have a certificate, signed by the president or any vice-president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class, or series of stock owned by him in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice-president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it or whose facsimile signature or signatures shall have been used thereon has not ceased to be such officer. Certificates representing stock of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the stock books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the stock represented thereby, the number and kind, class, or series of such stock, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "canceled" with the date of cancellation.

Section 6.02 Transfer of Stock . Transfers of stock of the corporation shall be made on the books of the corporation on authorization of the holder of record thereof or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or its transfer agent, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such stock. Except as provided by law, the corporation and its transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable, or other claim to or interest in such stock on the part of any other person whether or not it or they shall have express or other notice thereof.

Section 6.03 Regulations . Subject to the provisions of the articles of incorporation, the board of directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for stock of the corporation.

Section 6.04 Maintenance of Stock Ledger at Principal Place of Business . A stock ledger (or ledgers where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the board of directors shall determine, containing the names alphabetically arranged of the stockholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of stock held by each. Such stock ledgers shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.

Section 6.05 Transfer Agents and Registrars . The board of directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing stock of the corporation and may require all such certificates to bear the signature of either or both. The board of directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for stock shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such stock, and until registered by a registrar, if at such date the corporation had a registrar for such stock.

Section 6.06 Closing of Transfer Books and Fixing of Record Date . (a) The board of directors shall have power to close the stock ledgers of the corporation for a period of not to exceed 60 days preceding the date of any meeting of stockholders, the date for payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose.(b) In lieu of closing the stock ledgers as aforesaid, the board of directors may fix in advance a date, not less than 10 days and not exceeding 60 days preceding the date of any meeting of stockholders, the date for the payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or the date for obtaining the consent of the stockholders for any purpose, as a record date for the determination of the stockholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, entitled to receive payment of any such dividend, to any such allotment of rights, to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent.(c) If the stock ledgers shall be closed or a record date set for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall be closed for or such record date shall be set as of a date at least 10 days immediately preceding such meeting.

Section 6.07 Lost or Destroyed Certificates . The corporation may issue a new certificate for stock of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the board of directors may, in its discretion, require the owner of the lost or destroyed certificate or his legal representatives to give the corporation a bond in such form and amount as the board of directors may direct and with such surety or sureties as may be satisfactory to the board, and to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of the new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the board of directors, it is proper to do so.

ARTICLE VII

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01 Executive Committee . The board of directors, by resolution adopted by a majority of the Whole Board, may appoint from its membership an executive committee of not less than three members (whose members shall include the chairman of the board, if any, and the president, one of whom shall act as chairman of the executive committee, as the board may designate). The board of directors shall have the power at any time to dissolve the executive committee, to change the membership thereof, and to fill vacancies thereon. When the board of directors is not in session, the executive committee shall have and may exercise all of the powers delegated to it by the board of directors, except the following powers: to fill vacancies in the board of directors; to appoint, change membership of, or fill vacancies in any other committee appointed by the board of directors; to declare dividends or other distributions to stockholders; to adopt, amend, or repeal the articles of incorporation or these bylaws; to approve any action that also requires stockholder approval; to amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable; to fix the compensation of directors for serving on the board of directors or on any committee; to adopt an agreement of merger or consolidation; to recommend to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; to recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution; to recommend to stockholders an amendment of bylaws; or to authorize the issuance of stock (provided that the executive committee, if so directed by the board of directors, may determine the number of shares of stock to be issued to individuals and the amount of consideration for which such shares shall be issued not in excess of the number of shares authorized to be issued by the board of directors).

Section 7.02 Other Committees . The board of directors, by resolution adopted by a majority of the Whole Board, may appoint such other committees as it may, from time to time, deem proper and may determine the number of members, frequency of meetings, and duties thereof.

Section 7.03 Proceedings . The executive committee and such other committees as may be designated hereunder by the board of directors may fix their own presiding and recording officer or officers and may meet at such place or places, at such time or times, and on such notice (or without notice) as it shall determine from time to time. Each committee may make rules for the conduct of its business as it shall from time to time deem necessary. It will keep a record of its proceedings and shall report such proceedings to the board of directors at the meeting of the board of directors’ next following.

Section 7.04 Quorum and Manner of Acting . At all meetings of the executive committee and of such other committees as may be designated hereunder by the board of directors, the presence of members constituting a majority of the total membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee and of such other committees as maybe designated hereunder by the board of directors shall act only as a committee, and the individual members thereof shall have no powers as such.

Section 7.05 Resignations . Any member of the executive committee and of such other committees as may be designated hereunder by the board of directors may resign at any time by delivering a written resignation to either the board of directors, the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he is a member, if any shall have been appointed and shall be in office. Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 7.06 Removal . The board of directors may, by resolutions adopted by a majority of the Whole Board, at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.

Section 7.07 Vacancies . If any vacancy shall occur in the executive committee or of another committee designated by the board of directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and continue to act, unless such committee is left with only one member as a result thereof. Such vacancy may be filled at any meeting of the Whole Board or, if the authority to do so is delegated to the board of directors by the Whole Board, by action taken by a majority of the quorum of the board of directors.

Section 7.08 Compensation . The Whole Board may allow a fixed sum and expenses of attendance to any member of the executive committee or of any other committee designated by it hereunder who is not an active salaried employee of the corporation for attendance at each meeting of the said committee.

ARTICLE VIII

INSURANCE AND OFFICER AND DIRECTOR CONTRACTS

Section 8.01 Indemnification: Third-Party Actions . The corporation shall indemnify any officer or director who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director or officer of the corporation (and, in the discretion of the board of directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise),against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit, or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

Section 8.02 Indemnification: Corporate Actions . The corporation shall indemnify any director or officer who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation (and, in the discretion of the board of directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of the corporation or is or was serving as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise), against expenses(including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 8.03 Determination . To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Any other indemnification under sections8.01 or 8.02 hereof, unless ordered by a court, shall be made by the corporation only in a specific case in which a determination is made that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard or conduct set forth in sections 8.01 or 8.02 hereof. Such determination shall be made either (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders by a majority vote of a quorum of stockholders at any meeting duly called for such purpose.

Section 8.04 Advances . Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding on receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by this section. Such expenses incurred by other employees and agents may be so paid on such terms and conditions, if any, as the board of directors deems appropriate.

Section 8.05 Scope of Indemnification . The indemnification and advancement of expenses provided by, or granted pursuant to, sections 8.01, 8.02, and 8.04:(a) Shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled, under any bylaw, agreement, vote21of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and(b) Shall, unless otherwise provided when authorized or ratified, continue as to a person who ceases to be a director, officer, employee, or agent of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 8.06 Insurance . The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability.

Section 8.07 Officer and Director Contracts . No contract or other transaction between the corporation and one or more of its directors or officers or between the corporation and any corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors, officers, or have a financial interest, is either void or voidable solely on the basis of such relationship or solely because any such director or officer is present at or participates in the meeting of the board of directors or a committee thereof which authorizes the contract or transaction or solely because the vote or votes of each director or officer are counted for such purpose, if:(a) The material facts of the relationship or interest are disclosed or known to the board of directors or committee and the board or committee in good faith authorizes the contractor transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors be less than a quorum;(b) The material facts of the relationship or interest is disclosed or known to the stockholders and they approve or ratify the contract or transaction in good faith by a majority vote of the shares voted at a meeting of stockholders called for such purpose or written consent of stockholders holding a majority of the shares entitled to vote (the votes of the common or interested directors or officers shall be counted in any such vote of stockholders); or(c) The contract or transaction is fair as to the corporation at the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the stockholders.

ARTICLE IX

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Whole Board.

ARTICLE X

DIVIDENDS

The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding stock in the manner and on the terms and conditions provided by the articles of incorporation and bylaws.

ARTICLE XI

AMENDMENTS

All bylaws of the corporation, whether adopted by the board of directors or the stockholders, shall be subject to amendment, alteration, or repeal, and new bylaws may be made, except that:(a) No bylaw adopted or amended by the stockholders shall be altered or repealed by the board of directors;(b) No bylaw shall be adopted by the board of directors which shall require more than the stock representing a majority of the voting power for a quorum at a meeting of stockholders or more than a majority of the votes cast to constitute action by the stockholders, except where higher percentages are required by law;(c) If any bylaw regulating an impending election of directors is adopted or amended or repealed by the board of directors, there shall be set forth in the notice of the next meeting of the stockholders for the election of directors, the bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and(d) No amendment, alteration, or repeal of this Article XI shall be made except by the stockholders.

CERTIFICATE OF SECRETARY The undersigned does hereby certify that such is the secretary of SMOOFI, INC. , a corporation duly organized and existing under and by virtue of the laws of the state of Nevada; that the above and foregoing bylaws of said corporation were duly and regularly adopted as such by the board of directors of said corporation by unanimous consent dated effective October 14, 2013 and that the above and foregoing bylaws are now in full force and effect and supersede and replace any prior bylaws of the corporation.

DATED effective this 15th day of October 2013,

/s/ Sean Clarke

Sean Clarke, Secretary

LAW OFFICES OF ERIC STOPPENHAGEN

244 Fifth Avenue

Suite 1878

New York, New York 10001

Tel: 949-903-0468

Fax: 949-258-5379

February 7, 2014

Re: SmooFi, Inc. (hereinafter the “Company”) Registration Statement on Form S-1, Relating to a maximum of 2,000,000 shares of SmooFi, Inc.’s Common Stock par value $.001 per share

Gentlemen:

Our firm has been requested by the Company to issue a legal opinion with respect to whether 2,000,000 shares of Common Stock to be registered pursuant to the registration statement on Form S-1 (the “Registration Statement”), which will be filed shortly by the Company with the Securities and Exchange Commission ( the “SEC”) for the purpose of registering such 2,000,000 shares (the "Shares") of Common Stock, par value $.001 per share, of the Company pursuant to the Securities Act of 1933, as amended (the "Act"), shall upon issuance, be duly and validly authorized, legally issued, fully paid and non-assessable.

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

Based upon the foregoing, it is our opinion that, subject to the limitations set forth herein, the Shares to be sold by the Company pursuant to the Registration Statement, will be duly and validly authorized, legally issued, fully paid and non-assessable when issued by the Company if the consideration for the Shares as required in the Registration Statement is received by the Company.

We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus constituting a part thereof. We assume no obligation to inform you of any facts, circumstances, events or changes in the law that may hereafter be brought to our attention that may alter, affect or modify the opinion expressed herein.

Very truly yours,

Law Offices of Eric Stoppenhagen

By: /s/ Eric Stoppenhagen

Eric Stoppenhagen

NOTE

U.S. $___,000.00 December 10, 2013

FOR VALUE RECEIVED, the undersigned, SmooFi, Inc. , a Nevada corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender"), upon demand, the principal sum of U.S. Forty Thousand Dollars ($___,000.00) , which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

The Borrower promises to pay interest on the unpaid principal amount of the Advance from the date of such Advance until such principal amount is paid in full, at the rate of 12% per annum.

Both principal and interest are payable in lawful money of the United States of America to the Lender, on or before December 31, 2014, at 1031 Calle Recodo, Suite B, San Clemente, CA 92673, or such other address as the holder hereof may designate in writing, in same day funds, without defense, offset or counterclaim.

Borrower acknowledges the receipt of the amount of $40,000, which amount was loaned as of December 10, 2013 (the "Advance").

The Borrower shall pay all reasonable costs, fees and expenses (including court costs and reasonable attorneys' fees) incurred by the Lender in collecting or attempting to collect any amount that becomes due hereunder or in seeking legal advice with respect to such collection or a default hereunder. This Note may be prepaid at any time without penalty.

The Borrower, and every guarantor and endorser hereof, hereby waive presentment, demand, notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note.

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to conflict of laws principles.

THE BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO THIS NOTE OR THE ENFORCEMENT OR COLLECTION HEREOF.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its duly authorized representative as of the day and year first above written.

SmooFi, Inc.

By: ________________________________

Sean Clarke

Corporate Secretary

SmooFi, Inc.

CODE OF BUSINESS ETHICS AND CONDUCT

Overview

Policy Statement

SmooFi is committed to complying with all applicable laws and regulations and to adhering to the highest ethical standards in the conduct of its business. This is not just a matter of being a good corporate citizen. It is essential to the long-term interests of our employees and stockholders. SmooFi's business is subject to oversight by numerous federal and state government entities. The number of laws, regulations and other legal requirements that affect the Company's business will undoubtedly increase. These changes will also create new challenges as we adapt ourselves and our business to new situations. In light of these challenges, it is absolutely necessary that we have a central set of guiding principles to act as a legal and ethical compass for our employees. This Code of Business Ethics and Conduct is intended to provide that compass.

The principles set forth in this Code of Business Ethics and Conduct represent a broad outline of the standards of business conduct which SmooFi expects its employees to follow. This Code cannot cover every situation which employees may confront in the day-to-day conduct of business. Additionally, under certain circumstances local country law may establish requirements that differ from this Code. SmooFi employees worldwide are expected to comply with all local country laws and SmooFi business conduct policies in the area in which they are conducting business. In the final analysis, the Company must rely on the individual judgment and personal ethical standards of each of its employees and representatives to maintain our standard of honesty and integrity. SmooFi demands strict adherence to the letter and spirit of all laws and regulations applicable to the conduct of its business. It also demands the highest standards of integrity and ethical behavior from its employees and representatives

It is essential that we all keep an eye out for possible infringements of SmooFi’s business ethics—whether these infringements occur in dealings with the government or private sector, and whether they occur because of oversight or intention. If you have a question about how to apply this Code in a specific situation or about a possible violation, you should consult with the Human Resources Department or the Company’s Code of Conduct Officer. Contact information for individuals in these departments is available in Appendix A.

Training and Education Programs

Training and education on this Code will be provided for all SmooFi employees and members of our Board of Directors. All employees and Board members will be required to sign an Acknowledgement Form indicating their receipt, understanding and acceptance of the terms of this Code. Periodically, employees may be requested and required to acknowledge their understanding of this Code and any subsequent amendments. Participation in any mandatory training and acknowledgement of this Code is a condition of continued employment by SmooFi.

Applicability

This Code applies to all directors, officers and employees of SmooFi. This Code also applies, as appropriate, to our consultants, agents and other representatives.

Waivers

Any waiver of any provision of this Code for a member of the Board of Directors or an executive officer must be approved by the Audit Committee of the Board of Directors and promptly disclosed as required by law or stock exchange regulation. Any waiver of any provision of this Code with respect to any other employee, agent or contractor must be approved by the Code of Conduct Officer.

Disciplinary Action

It is the responsibility of every employee to conduct the Company’s business in conformity with the law and the basic principles set forth in this Corporate Code. Adherence to the principles set forth in this Code is essential to our objective of maintaining the confidence and support of our customers, business partners, governmental agencies, stockholders, and the communities in which we work and live. Disciplinary action, as appropriate but up to and including termination, shall be taken for conduct that violates applicable laws or regulations or this Code. Discipline may extend, as appropriate, to individuals responsible for the failure to prevent, detect or report a violation.

Reporting and Managing Suspected Violations

Reporting of Violations

Directors, officers and employees shall report any conduct which they believe in good faith to be a violation or apparent violation of this Code. These persons are encouraged to talk to supervisors, the Code of Conduct Officer, or Human Resources about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. The Company prohibits retaliation for reports of misconduct by others made in good faith by employees. Directors, officers and employees are expected to cooperate in internal investigations of misconduct.

Directors, officers and employees are expected to act proactively, raising concerns about ethical issues, violations of this Code , or governmental rules, laws and regulations. All reports are taken seriously. Each allegation is investigated and, if substantiated, resolved through appropriate corrective action and / or discipline. If an individual making such allegations chooses to identify him or herself, he or she will be provided with feedback when the Code of Conduct Officer has completed his/her review.

If you feel uncomfortable reporting directly or you wish to remain anonymous, you may report the incident to the Code of Conduct Officer in writing anonymously.

No individual who in good faith reports suspected wrongdoing shall be subject to retaliation or discipline for having done so. If a reporting individual is directly involved in a violation of this Code, the fact that he or she reported the violation will be given appropriate consideration in any resulting disciplinary action. Failure to report wrongdoing of which an individual has knowledge may, by itself, be a basis for disciplinary action, up to and including termination for cause.

Responding to Violations

If a violation of any applicable law or regulation relating to the conduct of our business or of this Code is reported or detected, we will take all reasonable steps to respond appropriately to the violation and to prevent further similar violations. When the Code of Conduct Officer or appropriate department manager receives information regarding a possible violation of any applicable law or regulation, he/she shall take appropriate steps to examine information and conduct the investigation necessary to determine whether an actual violation has occurred. If a violation has occurred, the Code of Conduct Officer or the Board of Directors, as appropriate, will ensure that appropriate disciplinary action is taken and will consider necessary modifications to our compliance procedures to diminish the chances of recurring violations. Disciplinary action may extend, as appropriate, up to and including discipline or termination of any employee that has participated in the violation.

Retaliation is Prohibited

The Company will not tolerate retaliation against any person who, in good faith, reports any suspected violation of this Code or participates in any investigation of the matter. In the event that any employee believes that he/she has been subject to any such retaliation, that employee should immediately report that matter to Human Resources or the Code of Conduct Officer. Any such report of retaliation will also be immediately investigated, and appropriate remedial action will be taken.

Ensuring a Professional Working Environment

The following is a brief description of key issues relating to employees and our relationships while at work. The Company has detailed policies on these matters. Please refer to the SmooFi Employee Handbook.

Equal Opportunity

SmooFi encourages a creative, diverse and supportive work environment and bases all employment decisions on the principles of equal employment opportunity. SmooFi managers are expected to make all employment decisions based on merit, experience and sound business reasons. SmooFi policy prohibits discrimination on the basis of sex, race, religion, color, national origin or ancestry, disability, medical condition, marital or veteran status, age, sexual orientation or any other basis protected by law in every jurisdiction that we operate. It is the responsibility of all SmooFi employees to conform to this policy.

This policy applies to all employees, applicants for employment, or others who may be present in the workplace. Any person who feels he or she has been discriminated against, or feels he or she has witnessed such action, is strongly encouraged to report the incident.

Harassment

SmooFi strives to maintain a workplace free from harassment and where all employees are treated with respect. SmooFi’s policy prohibits harassment on the basis of sex, race, religion, color, national origin or ancestry, disability, medical condition, marital or veteran status, age, sexual orientation or any other basis protected by law in every jurisdiction that we operate.

Harassing behavior will not be tolerated. Harassment includes unwelcome conduct of a verbal or physical nature, when such conduct has the purpose or effect of creating an intimidating, hostile or offensive working environment as defined by law, has the purpose or effect of unreasonably interfering with an individual’s work performance, or adversely affects an individual’s employment opportunities. Examples of improper harassment include:

Verbal harassment: epithets, derogatory comments, slurs or innuendos
Visual harassment: derogatory, offensive or graphic written, printed or electronic materials
Physical harassment: unwelcome touching or physical interference
Sexual harassment: unwanted sexual advances such as repeated requests for dates, leering, making sexual gestures or displaying sexually suggestive objects or pictures, requests for sexual favors, or other verbal or physical conduct of a sexual nature
Retaliation: negative employment action taken against an employee making a claim of harassment or assisting in an investigation

If you believe you have experienced or observed illegal harassment you should immediately contact your manager or Human Resources. Any manager who receives information about alleged harassment or discrimination is required to immediately report it to Human Resources.

The facts and circumstances of any claim will be fully investigated by Human Resources so that appropriate corrective action can be taken. Any employee who is determined by SmooFi to have engaged in the harassment of another individual will be subject to severe discipline, up to and including termination.

Information Resources and Electronic Communications

SmooFi’s information resources, including email, computers, phones and fax/copy machines, are SmooFi property and intended for SmooFi-related business use. While SmooFi understands that employees may sometimes use such resources for personal interests, such use should be limited and consistent with the other policies outlined in this Code. Personal messages via email and voice mail may be sent, but should be minimized and brief. You may not, however, send messages that may be perceived as obscene, harassing or threatening. Misuse of SmooFi’s communications systems is considered misconduct and may result in disciplinary action up to and including termination.

SmooFi reserves the right to examine, use, copy and/or delete user files or other information consistent with SmooFi’s business interests and applicable law. Because all email and voice mail stored in SmooFi’s equipment is considered company property, SmooFi may periodically check usage to correct network problems, confirm proper use and establish security. Therefore, you should not have any expectation of personal privacy for messages that you send, receive or store on these systems. Accessing the email or voice mail of any employee by another employee is strictly prohibited without their consent. If there is a legitimate business reason to access the email or voice mail of another employee, please present your request to your manager who will seek approval through senior management. Only the IT Department, or designees, may access the email or voicemail of another employee.

Environmental Compliance and Safety

SmooFi is committed to environmental responsibility. The Company will comply with all federal, state and local regulations relating to the protection of the environment in the conduct of its business. It is the responsibility of all of our employees to ensure that their activities strictly adhere to applicable laws, regulations, and permit requirements, as well as to all Company policies and procedures on environmental protection. In addition, employees must report all circumstances in which regulated materials or wastes are improperly discharged, treated, or transported. Environmental misconduct, even if totally unintentional, carries severe penalties and could result in criminal prosecution of employees involved and the Company.

SmooFi strives to provide a safe and healthy workplace for our employees and to conduct operations with minimal environmental impact. It is the responsibility of associates at each SmooFi site to comply with all applicable local regulations. Each site must also comply with the corporate Environmental Health & Safety manual and its requirements.

Avoiding Conflicts of Interest

Employees are expected to make or participate in business decisions in the course of their employment with SmooFi based on the best interests of the company as a whole, and not based on personal relationships or benefits. We have no desire to infringe on the personal lives of our employees and respect the right of our employees to manage their own affairs. However, conflicts of interest can compromise employees’ business ethics.

At SmooFi, a conflict of interest is any activity that is inconsistent with or opposed to SmooFi’s interests, or gives the appearance of impropriety. A conflict of interest arises whenever an employee has an interest in any business or property or an obligation to any person that might affect the employee's fulfillment of responsibilities to SmooFi. An example of a conflict of interest is any opportunity for personal gain by an employee arising as a result of employment with SmooFi but apart from the normal compensation provided by the Company, such as the receipt of a commission from a supplier for getting them business from SmooFi.

Our employees must avoid situations or relationships where their personal interests could conflict, or reasonably appear to conflict, with the interests of the Company. While an activity constituting an actual conflict of interest is never acceptable, you must avoid activity involving even the appearance of such a conflict. In addition, you may not circumvent this policy by using other people to indirectly do what you are prohibited from doing yourself.

While it is difficult to list all of the various ways in which a conflict can arise, they often involve one or more of the following issues:

Outside board memberships

Outside business interests

Outside investments

Outside employment

Business relationships with friends or relatives

Set forth below is specific guidance for some areas of potential conflict of interest that require special attention. These are merely examples. Ultimately, it is the responsibility of each individual to assess each situation. Employees are urged to discuss any potential conflicts of interest with their manager, Human Resources, or the Code of Conduct Officer.

Employees are expected to disclose to their supervisors any situations that may involve inappropriate or improper conflicts of interests affecting them personally or affecting other employees or those with whom we do business.

Certain activities may be authorized if approved in advance by an appropriate level of SmooFi management. Prior to engaging in an activity that constitutes a potential conflict of interest, you must disclose the situation in writing and obtain written approval. You should disclose the matter to your manager, who will review the matter with Human Resources, and if necessary the Code of Conduct Officer, and respond with SmooFi’s approval or denial in writing. Waivers of conflicts of interest involving SmooFi’s directors and executive officers require the approval of the Audit Committee of the Board of Directors.

Outside Board Memberships

As a rule, it is a conflict of interest to serve as a director or as a member of an Advisory Board (AB) of any current or likely competitor of SmooFi. Although you may serve as a director or AB member of a company supplier, customer or other business partner, our policy requires that you first obtain approval from Human Resources before accepting such a position. Approval may be subject to conditions. Approval is likely to be denied where the SmooFi employee either directly or indirectly has responsibility to affect or implement SmooFi’s business relationship with the other company. Any compensation that you receive as a director or AB member should be commensurate to your responsibilities. Generally, however, employees may not receive any form of compensation for service on a board of directors of a company if the service is at the request of the company or in connection with SmooFi’s investment in that company, or the directorship is in connection with a SmooFi relationship.

SmooFi employees should recognize outside board memberships as an opportunity to provide expertise and to broaden their experience. However, they should never place you in a position where another company expects to use an employee’s board membership as a way to influence SmooFi decisions or to obtain access to SmooFi confidential information.

SmooFi may periodically conduct an inquiry to determine the status of employee membership on outside boards and may rescind prior approvals in order to avoid a conflict of interest or for any reason deemed to be in the best interests of the Company.

Outside Business Interests and Corporate Opportunities

Employees should avoid any outside financial interests that might influence their decisions or actions on behalf of the Company.

SmooFi employees will occasionally find themselves in a position to invest in SmooFi partners or customers. SmooFi policy prohibits personal investments in any SmooFi customer, supplier or competitor without disclosure to the Code of Conduct Officer and approval by senior management (who may require approval from the Board of Directors). In cases where the investment may cause divided loyalty or the perception of conflict of interest, approval is likely to be denied. (Note: this restriction does not apply to holdings of one percent or less of the stock or other securities of a corporation whose shares are publicly traded, provided that the investment is not so large financially either in absolute dollars or percentage of the individual’s total investment portfolio that it creates the appearance of a conflict of interest.) In addition, as a SmooFi employee, you may not make investments based on your access to customer/supplier confidential information.

If an investment is made and/or approval is granted, and an employee subsequently finds himself in a potentially conflicted position, the employee should disclose his conflict of interest to all involved and recuse himself from any involvement with the relationship until divested of the investment.

Employees are also responsible for advancing the company’s legitimate interests when the opportunity arises. Employees are prohibited from taking personal opportunities that are discovered through the use of corporate property, information or position, using corporate property, information or position for personal gain, or competing with SmooFi.

Outside Employment and Activities

Although SmooFi does not prohibit all outside employment, SmooFi’s employees may not accept outside employment or consulting positions or engage in outside activities that would have a negative impact on the performance of their job, conflict with their obligations to SmooFi, or in any way negatively affect the Company’s reputation. Examples of prohibited employment include, but are not limited to:

Performing work for a customer or supplier unless prior written approval of the Code of Conduct Officer is obtained.
Performing work for any company that is a SmooFi competitor.
Engaging in services or selling products that directly compete with SmooFi services or products.
Engaging in activities that support or promote a competitor’s products or services.
Engaging in outside employment that uses your time at SmooFi or the resources of the Company.

SmooFi employees may also be requested to speak at outside events. Speaking at events, when it is in SmooFi’s best interests, is considered part of an employee’s normal job responsibilities. Because employees may spend work time preparing for, attending and delivering presentations approved by management and are therefore already compensated for their efforts, employees should not request or negotiate a fee from the organization sponsoring the speech. An unsolicited fee may be accepted with written authorization from the Code of Conduct Officer, or alternatively, a fee can be requested and accepted provided it is accepted on SmooFi’s behalf or donated to a non-profit charitable organization on SmooFi’s behalf.

Receiving Gifts or Gratuities

Our employees and members of their families must not accept gifts of money under any circumstances, nor may they solicit non-monetary gifts, gratuities or any other personal benefits or favors from our vendors, customers or competitors. Employees and members of their immediate families may accept unsolicited, non-monetary gratuities of the following nature from a business, firm or individual doing or seeking to do business with SmooFi:

Gifts of nominal value, or gifts of an advertising or promotional nature (such as inexpensive novelties).
Reasonable business meals and entertainment.

The foregoing exceptions should be infrequent, consistent with accepted business practice and for the express purpose of furthering a business relationship.

In rare circumstances, gifts of more than nominal value may be accepted on behalf of SmooFi (not an individual) with the approval your supervisor if protocol, courtesy, or other special circumstances require. However, all such gifts must be turned over to Human Resources for appropriate disposition.

SmooFi's personnel should courteously decline or return any kind of gift, favor, or offer of an excessive value which violates this Code and inform the offeror of our policy.

Giving Gifts or Gratuities

SmooFi prohibits giving monetary or other compensation to people employed by SmooFi customers or vendors. Advertising novelties, nominal gifts or entertainment may only be given to customers and vendors at SmooFi’s expense if:

They are consistent with accepted business practice,
They are of nominal value and cannot be construed as a bribe or payoff, and
They do not violate any law, government regulation or generally accepted ethical standards, including state and federal procurement laws and regulations and the U.S. Foreign Corrupt Practices Act, discussed later in this Code.

In all cases, the exchange of gifts must be conducted so there is no appearance of impropriety and public disclosure would not embarrass SmooFi.

Personal Financial Transactions and Loans

SmooFi executive officers and other employees in management or supervisory positions should not engage in financial transactions with employees in the form of substantive loans, whether or not that employee is under the direct leadership of that supervisor. SmooFi executive officers and other employees in management or supervisory positions are also prohibited from accepting loans from employees.

From time to time, certain departments may ask for voluntary contributions from employees for such events as weddings and birthdays. While the Company does not discourage this type of activity, no employee should feel that he/she is compelled to contribute. Should an employee feel that he/she is being coerced into participating in any such fund raising, he/she should immediately bring it to the attention of Human Resources or the Code of Conduct Officer or report it anonymously via the Ethics Hotline.

Loans to or guarantees of obligations of loans by SmooFi are not permitted to any member of our Board of Directors or any SmooFi executive officer. If a transaction could in any way be construed as a loan or guarantee to one of these individuals, contact the Code of Conduct Officer for advice before proceeding.

Related Party Transactions

You should avoid conducting company business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role. If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to your manager. If the relationship is determined to be material by your manager, the question should be reviewed by the Code of Conduct Officer and approved in writing in advance of such related party transaction. All related party transactions dealing with parties related to an executive officer or member of our Board of Directors must be pre-approved by the Audit Committee of the Board of Directors. Any dealings with a related party must be conducted in such a way that no preferential treatment is given.

Working with Relatives

Supervisory relationships with family members or significant others present special workplace problems, including a conflict of interest, or at least the appearance of conflict. SmooFi discourages the employment of relatives and significant others within the same department and prohibits the employment of such individuals in positions with a direct reporting relationship or where significant influence over personnel decisions resides in one employee. If such a relationship exists or occurs, or if a question arises about whether a relationship is covered by this policy, the employee must report it in writing to his supervisor and Human Resources. Human Resources has the ultimate responsibility for determining the applicability of this policy.

Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to and including termination. If a prohibited relationship exists or develops between two employees, the employee in the senior position must bring it to the attention of his/her supervisor and Human Resources. Reassignment may be an option.

Other Possible Conflicts of Interest

Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts in your mind, you should consult your manager.

Handling and Protecting Confidential Information

Proprietary/Confidential Information of SmooFi

During your employment with SmooFi, you will have access to various forms of proprietary and confidential information regarding SmooFi. Any information concerning SmooFi, its products or its business that is not generally available to others is confidential. Most of SmooFi’s technology and much of our other know-how and experience are protected as trade secrets. Such trade secrets are valuable assets. The improper disclosure of proprietary or confidential information could significantly impact SmooFi’s competitive position and waste valuable company assets. In addition to constituting a violation of SmooFi policy, failure to observe this duty of confidentiality may additionally result in a conflict of interest or a violation of securities, antitrust, or employment laws and would be a violation of the agreement you signed when you joined SmooFi to protect and hold confidential SmooFi’s proprietary information.

Every employee must safeguard confidential information and prevent unauthorized disclosure and make sure that all authorized disclosures are made in accordance with SmooFi’s policies on control of confidential information. If you determine with your manager that disclosure of confidential information is necessary, you must then contact senior management to ensure that an appropriate written Nondisclosure Agreement (NDA) or other appropriate contract is signed prior to disclosure. If not previously signed, you must have a SmooFi standard NDA executed by the third party and an appropriate SmooFi signatory (refer to SmooFi’s signature polic y ). You may not sign a third party’s NDA or accept changes to SmooFi’s standard NDAs without review and approval by the President or CEO. No financial information may be disclosed about SmooFi without the prior approval of the Chief Financial Officer. In addition, all employees should ensure that all disclosures of SmooFi proprietary and confidential information meet the requirements set forth in SmooFi’s policies on control of confidential information regarding identification, classification, labeling, handling and destruction of confidential information.

The obligation to maintain the confidentiality of proprietary information continues even after your employment terminates. Likewise, SmooFi requires new employees to honor any continuing confidentiality obligations that they may have with previous employers.

Disclosure of Inventions

Any work developed by employees or contractors within the scope of their employment with or services to SmooFi belongs to SmooFi.

Confidential Information of Employees

Selected human resource and personnel information must be kept strictly confidential and used only for the purpose for which it is intended. Managers and other employees with access to an employee’s personal information are responsible for limiting access to that information to only those individuals with a legitimate business need to know. Please contact Human Resources for more specific guidance or for questions.

Confidential Information of Third Parties

In addition to protecting our own trade secrets, it is our policy to respect the trade secrets of others. Confidential information may be received from other companies or individuals in the course of SmooFi’s business. Confidential information should only be received under the auspices of a written agreement. Confidential information of a third party must be disclosed only to those SmooFi employees who need access to such information to perform their jobs for SmooFi and must not be disclosed to anyone outside of SmooFi without specific authorization. Unauthorized disclosures, including theft and misappropriation, may result in a loss of the value of the trade secrets and may constitute a crime or amount to a breach of contract. Finally, confidential information of a third party must not be used or copied by any SmooFi employee, except as permitted by the third-party owner.

Unsolicited third party confidential information should be refused. If inadvertently received by a SmooFi employee, confidential information should be returned unopened to the third party or transferred to the Code of Conduct Officer for appropriate disposition. If a SmooFi employee is furnished with information or becomes aware of information which may have been misappropriated from another party, the employee must immediately contact the Code of Conduct Officer.

Legal Requests for Disclosure

SmooFi’s employees, agents and contractors must consult with the Code of Conduct Officer in connection with any legal inquiries, lawsuits and legally related investigations and requests for information, documents or interviews. All government requests for information, documents or investigative interviews must also be referred to the Code of Conduct Officer.

Insider Information

Until released to the public, material information concerning our business, including its plans (present and future), financial performance, financial schedules, successes or failures, is considered "inside" information and, therefore, confidential. Inside information is "material" if it would likely affect a reasonable person's decision to buy, sell, or hold a company's securities. It includes any information that could reasonably affect the price of a security. Material non-public information may be positive or negative in nature.

All material non-public information concerning our business belongs to the Company, and all employees have a duty to exercise due care to maintain the integrity of such information. Our policy precludes the unauthorized disclosure of such information or use of such information for personal benefit. Any employee who uses such information for personal benefit or discloses it to others outside the Company violates his/her duty to our Company.

Once a public announcement has been made of material information, employees should wait until the second business day after the announcement before engaging in any transactions in our stock.

The prohibition on the use of inside information applies not only to knowledgeable Board members and officers, but also non-management employees and persons outside the Company (spouses, parents, friends, children, brokers, etc.) who have acquired the information directly or indirectly from us. The Board of Directors and officers are subject to more restrictions on the trading of stock. Any questions regarding insider trading should be directed to the Insider Trading Compliance Officer.

Third-Party Copyrighted Material

An appropriate license must be obtained prior to using any third-party copyrighted material. It is against company policy for any employee to copy, reproduce, scan, digitize, broadcast or modify third-party copyrighted material when preparing SmooFi products or promotional materials, unless written permission has been obtained. It is also against company policy for SmooFi employees to use the company’s facilities for the purpose of making or distributing unauthorized copies of third-party copyrighted materials for personal use or for use by others.

Communications with Media and Financial Analyst Community

SmooFi has established specific policies regarding communicating information to the media and information analyst community. In particular, company policy prohibits any unauthorized communications with outside parties, including analysts and the media, concerning SmooFi’s financial performance. If you are contacted by the media or financial analysts requesting this type of information, you should decline to comment and refer the inquiry to Corporate Communications/Investor Relations.

Document Retention and Destruction

SmooFi maintains records management policies for the retention, protection and disposition of company records to fulfill legal requirements as well as to increase operational efficiency and reduce our internal and external storage costs. Proper control of records helps to minimize litigation cost, fines imposed on the company and potential criminal prosecution of employees. Retention and disposition of SmooFi business records should be carried out in the normal course of business in accordance with our Document Retention Policy. If you have any questions, you should first review the Document Retention Policy before contacting your manager.

Accurate Business Communications and Records

SmooFi is committed to full, fair, accurate, timely and understandable disclosure in reports and documents filed with the Securities and Exchange Commission (SEC) and in other public communications. To provide an accurate and auditable record of all financial transactions, SmooFi’s books, records, and accounts must be maintained in conformity with generally accepted accounting principles and the standards established by applicable laws and regulations.

Maintaining accurate and reliable business records is not only required by law, it is also of critical importance to the Company’s decision-making process and to the proper discharge of its financial, legal, and reporting obligations. All business records, expense accounts, vouchers, bills, payroll documents, service records, reports to government agencies and other reports, books, and records of SmooFi must be prepared with care and honesty. False or intentionally misleading entries in such reports are illegal and are not permitted. Further, the Company specifically requires that:

All payments made on SmooFi’s behalf must be fully and accurately described in the supporting documentation.

No payment may be approved or made with the intention or understanding that it is to be used for any purpose other than that described by the document supporting the payment.

No access to SmooFi’s funds or assets will be allowed without proper authority.

No fund or account may be established for a purpose that is not accurately described on the Company's books and records.

The accounting requirements of each country in which SmooFi conducts business must be complied with.

All expense reporting must be documented in an accurate manner and include all required signature approvals.

SmooFi has established accounting procedures and internal control procedures to ensure that financial transactions are accurately recorded. Strict compliance with these procedures is required at all times.

Our Relationship with Customers, Business Partners and Suppliers

Free and Fair Competition

The U.S. and most of the countries where we do business have laws designed to encourage and enforce free and fair competition. For example, the U.S. has antitrust laws and the European Union has fair competition laws. SmooFi is committed to obeying both the letter and spirit of these laws. We expect our employees to fully comply with all applicable antitrust and fair competition laws while engaged in activities on behalf of the Company.

Competitors

Antitrust or fair competition laws generally prohibit any activities that may restrain free trade. Agreements, written or oral, with competitors to do the following activities are strictly prohibited:

Set prices and price-related terms and conditions (such as credit terms and discounts).

Divide or allocate markets, territories or customers.

Limit or restrict the development or production of products.

Refuse to deal with, or boycott, particular customers or suppliers.

Collusion among competitors is illegal, and the consequences of a violation are severe. As a rule, contracts with competitors should be limited and should always avoid subjects such as prices or other terms and conditions of sale, customers and suppliers. In some cases, legitimate joint ventures with competitors may permit exceptions to these rules, as may purchases from or sales to competitors on non-competitive products. However, senior management must review all such proposed ventures in advance. Participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose and limits its activities to that purpose. You must avoid any discussion and must not enter into any agreements that may violate antitrust laws or give the perception of conflict of interest, even when brought up in a casual conversation.

Finally, employees, agents or contractors of SmooFi may not knowingly make false or misleading statements regarding its competitors or the products of its competitors. You should sell on the basis of SmooFi’s capabilities and benefits to the customer and follow these guidelines when discussing a competitor or its products:

Avoid disparaging remarks about a SmooFi competitor.

Avoid commenting on negative publicity about a SmooFi competitor.

Avoid remarks based on rumor or other non-factual, unconfirmed data.

Distributors, Resellers and Customers

Antitrust and fair competition laws also often regulate a company’s relationships with its distributors, resellers and customers. The U.S. antitrust laws generally require that competing customers be treated fairly. For example, selling products of like grade and quality to competing customers at different prices during the same time period is generally prohibited except that a price difference may be permissible if the lower price was given in good faith to meet a competitor's price or the difference between the prices can be cost-justified or justified by the receipt of a valuable right, such as a release of liability. Likewise, promotional payments, services, and facilities (such as advertising displays) extended to one reseller must generally be made available on proportionately equal terms to all other resellers for the same product if those other customers are in competition with the recipient of the promotional assistance.

Antitrust and fair competitions laws generally address the following activities with distributors, resellers and/or customers:

Requiring resellers to maintain particular resale prices.
Discrimination based on prices, price-related terms and conditions, or promotional services provided to resellers where the effect of such discrimination would impact competition between the resellers (certain exceptions may apply where it is necessary to meet prices offered by the competition).
Agreeing with customers regarding the selection of other customers or the termination of customers.
Restricting distributors or resellers from carrying competing products.
Under certain circumstances, requiring a customer to purchase one product in order to be eligible to purchase another product.

Antitrust and fair competition laws around the world are complex and therefore SmooFi sales and marketing employees must involve the senior management, and if necessary local counsel, before establishing pricing and contractual policies or deviating from existing policies. All employees should have a basic knowledge of these laws and should involve the Code of Conduct Officer early on when questionable situations arise.

Supplier Selection and Relationships

When choosing a supplier, you should follow SmooFi’s Supplier Selection and Evaluation Procedure . SmooFi is under no obligation to deal with all potential suppliers or award business to a supplier based solely on lowest price. However, employees should make decisions based on merits. You must avoid decisions that are based on, or give the impression of, unwarranted favoritism. You should consider quality, experience, reputation, technology, service and cost. You should give each bid equal and fair consideration before you make your decision.

SmooFi is an equal opportunity employer and encourages small and minority-owned businesses to become qualified and submit quotations to do business with SmooFi. You should promote this practice in your job.

In general, use of SmooFi’s name and logo by a supplier is not permitted. Any use of SmooFi’s name as an endorsement is not permitted unless a written approval is obtained from Corporate Communications.

Exchanging Confidential Information

In the course of doing business with a supplier or customer, you may have to exchange company confidential information. Do not give or accept confidential information until both parties have signed a Nondisclosure Agreement. See “Handling and Protecting Confidential Information” above.

Interacting with Communities and Governments

Compliance with Export Control Laws

Although SmooFi’s business does not generally involve the export of products, SmooFi, like all US parties, may send materials or ship items abroad for various reasons. Compliance with U.S. export laws and the trade regulations of other countries is the unequivocal policy of SmooFi and the responsibility of all SmooFi employees. No SmooFi employee shall effect a transaction in violation of such laws. The United States has strict export controls against countries that the U.S. government considers unfriendly or as supporting terrorism. These regulations are complex and apply both to exports from the United States and to exports of items from other countries when those items contain U.S. origin components or technology. Since these regulations are complicated and may periodically change, advice on specific transactions should be obtained from senior management who may consult legal counsel.

Customs Compliance for International Shipping

SmooFi’s policy is to comply fully with customs laws, regulations and policies in all countries where SmooFi does business. Accurate customs information on shipping documents is required for all international shipments. Employees should not initiate international shipping documents outside approved shipping systems or the shipping department.

Anti-Corruption Laws and Bribery

The Foreign Corrupt Practices Act (FCPA) and other laws prohibit a corporation and its employees and agents from directly or indirectly paying, or promising or offering to pay any money, gift or anything of value to any foreign governmental employee/official, foreign political party (or official thereof) or any candidate for foreign political office with the purpose of unlawfully influencing such person to make a decision that would favor SmooFi business. The FCPA applies to SmooFi, and it is company policy that SmooFi employees worldwide comply with the FCPA provisions. In addition to compliance with the FCPA, it is SmooFi policy that no improper or unethical payments to government officials worldwide shall be made.

The above prohibition also applies where SmooFi has knowledge of any such payment made by an agent, partner, reseller or third party on SmooFi’s behalf. To ensure compliance with the FCPA by all agents who act on behalf of SmooFi with government officials, you must review and follow any procedures established by SmooFi for hiring agents and representatives before hiring any third party that will act or appear to act on SmooFi’s behalf in the promotion of business to government agencies or government companies outside the United States.

Note that the FCPA and other anti-corruption laws provide exceptions for certain minor payments permissible under local law for the purpose of facilitating routine, non-discretionary acts or services, such as payments for processing governmental papers, telephone service or obtaining adequate police protection. While Company policy does not prohibit such payments if allowed by local law, in cases where facilitating payments may be involved, employees must seek advice and approval in advance from their immediate supervisor and the Code of Conduct Officer. Any such facilitating payments must be properly accounted for in the Company's records.

In addition to the anti-bribery provisions, the FCPA has separate accounting standards that require that proper controls be in place to ensure the lawful use of SmooFi assets. Pursuant to the FCPA accounting standards, no payment shall be made, or other transaction entered into, on behalf of SmooFi without proper management approval. Likewise, SmooFi funds, assets or services cannot be used for any purpose that is unlawful under the laws of the United States, any state thereof, or any jurisdiction (foreign or domestic). Complete and accurate records should be maintained of all transactions, including transactions that relate in any way, directly or indirectly, to a foreign government official. Additionally, no undisclosed or unrecorded funds or assets of SmooFi shall be established for any purpose, and no false or artificial entries shall be made in any SmooFi books or records for any reason. All employees must comply strictly with the accounting standards of the FCPA.

Finally, because it is illegal in almost all jurisdictions for a government official to receive personal payments as a result of their official duties, no contract or other agreement may be concluded between SmooFi, or any affiliate of SmooFi, and any business in which a government official is known to have an interest without the prior approval of the Code of Conduct Officer.

Any employee having information or knowledge of any unrecorded fund or asset transfer, or any violation of the FCPA, should immediately report that matter to the Code of Conduct Officer.

Relationships with Government Personnel

We require our employees, officers, and directors, as well as consultants, agents and other representatives adhere to the highest ethical standards of conduct when dealing with government personnel. The Company's dealings with federal, state, and local government officials must not only comply with the letter and spirit of all applicable laws and regulations, they must be free from even the appearance of impropriety. To ensure compliance with such laws, the Code of Conduct Officer must be contacted prior to any interactions with government officials that are not routine – a routine procedure or law applies to all companies or persons the same way under the law.

Gratuities and Gifts

Almost all governmental jurisdictions impose some kind of limit on the value of gifts that officials may receive and require disclosure of gifts above a certain threshold. Gifts typically include meals, beverages, travel and related expenses, honoraria, and tickets to entertainment or sporting events. The laws on gifts vary considerably depending upon the jurisdiction of the official who is the recipient of the gift. In any case, a gift or promise of anything of value to a government official or employee in the hope of obtaining favorable action is prohibited by company policy and by the laws of most jurisdictions. In addition, federal agencies and organizations have strict regulations which generally forbid federal officials and employees from asking for or accepting gifts from any person or company that is regulated by or does business with their agency or that are given for or because of their status as a federal official or employee.

SmooFi's employees, officers, and directors, as well as its consultants, lobbyists, agents, and other representatives must obey the law and respect the policies of federal government agencies and organizations with which SmooFi does business. As a general rule, giving anything of value to a federal official or employee is strictly prohibited. In those limited situations where federal law and the particular federal agency's or organization's rules permit its employees or officials to receive certain types of gifts, no gift may be offered or given without prior approval of an executive officer of the Company. The Company will not tolerate the giving of bribes, illegal gratuities, or improper gifts in any form to government personnel. Any employee who becomes aware of any such conduct should immediately report it to the Code of Conduct Officer.

If any SmooFi employee is asked by a government official or employee for a gift of any kind (including gifts of services), he/she she must courteously decline and immediately report the request to his/her supervisor or the Code of Conduct Officer.

Political Activities and Campaign Contributions

SmooFi may not use its funds or assets for political contributions worldwide without the prior authorization by the Board of Directors, who will consult with outside counsel and local counsel to clear any proposed political contributions using SmooFi assets. No SmooFi funds or assets may be contributed to any candidate for federal office or their committees, or to political action committees (PAC) supporting or opposing federal candidates.

The following are examples of political activities that are prohibited in connection with federal election:

Political contributions by an employee that are reimbursed by the Company through expense accounts or in other ways.

Contributions in kind, such as lending employees to political parties, using Company facilities or Company-provided transportation to support political campaigns, or performing services for political committees, campaigns, or candidates on Company time.

Indirect contributions by the Company through suppliers, customers, or agents.

SmooFi offices must obtain approval prior to the visits of government officials or political candidates to their locations to ensure that such visits do not constitute political contributions. Employees who have used SmooFi funds to make campaign contributions without obtaining the required approval in advance may be required to reimburse SmooFi for such expenses and will be subject to appropriate disciplinary action.

This policy is not intended to discourage or prevent SmooFi employees from engaging in political activities on their own time and at their own expense, or from making personal contributions to political candidates, political parties or PACs, or from expressing their personal views on legislative or political matters. However, it is improper for an employee to use his/her position within the Company to coerce political contributions from other employees for the purpose of supporting a political candidate, political party or PAC. Employees may make direct contributions of their own money, but such contributions are not reimbursable by SmooFi.

Special Obligations For Employees With Financial Reporting Responsibilities

As a public company it is of critical importance that SmooFi’s filings with the SEC be accurate and timely. Depending on their position, employees may be requested to provide information and certifications to assure that the Company’s public reports are complete, fair and understandable. SmooFi expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

The President and Chief Executive Officer and the Finance Department bear a special responsibility for promoting integrity throughout the organization. The Chief Executive Officer and Finance Department personnel have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the organization as a whole that ensures the fair and timely reporting of SmooFi’s financial results and condition.

Because of this special role, the President and Chief Executive Officer and all members of SmooFi’s Finance Department are bound by the following Financial Officer Code of Ethics, and by accepting this Code, each agrees that he or she will, to the best of his/her knowledge and ability:

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that SmooFi files with, or submits to, governmental agencies and in other public communications.

Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage.

Maintain skills and knowledge of one’s profession and important and relevant to SmooFi’s needs and share these with others as appropriate.

Proactively promote and be an example of ethical behavior in one’s staff, one’s peers and throughout the company.

Achieve responsible use of and control over all assets and resources employed or entrusted to him/her.

Promptly report to the Chairman of the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of this Financial Officer Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a violation.

Violations of this Financial Officer Code of Ethics, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, up to an including termination of employment. If you believe that a violation of the Financial Officer Code of Ethics has occurred, please contact the Audit Committee of the Board of Directors or the Code of Conduct Officer.

Summary

SmooFi expects employees at all levels to observe and respect the laws and regulations and standards of business conduct that govern the conduct of our business. The Company is committed to designing, applying, and enforcing a corporate compliance program that will assist its employees in achieving this goal.

All employees are expected to read and understand this Code, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all contractors, representatives and agents are aware of, understand and adhere to these standards.

Remember that the provisions of this Code are fully binding on you, without exception, as long as you are a SmooFi employee. This Code is general in nature. There may be additional policies, procedures and rules that relate to employees in general or relate to your site or function and which you are expected to abide by.

Nothing in this Code or other related communications creates or implies an employment contract or term of employment.

Because we continuously review and update our policies and procedures, this Code is subject to modification. This Code supersedes all other such codes, policies, instructions, practices, rules and written or verbal representations to the extent they are inconsistent.

Please sign the acknowledgement form at the end of this Code and return the form to Human Resources indicating that you have received, read, understand and agree to comply with this Code. The signed acknowledgement will be located in your personnel file. Each year you may be asked to sign a new form and attend continued training.

SMOOFI GROUP, INC.

CODE OF BUSINESS ETHICS AND CONDUCT

ACKNOWLEDGMENT FORM

I have received the SmooFi Code of Business Ethics and Conduct, carefully read it in its entirety, understand its provisions, and agree to comply with its provisions.

I realize that failure to observe and comply with all the Code's provisions will subject me to disciplinary action, up to and including termination.

I understand that this Code is not a contract of employment and that my compliance with this Code does not confer any right to continue in the service of the Company, or in any way affect my right to terminate employment with the Company.

Employee Date

Acknowledgment received from the above-named employee:

Supervisor or HR Representative Date

TO BE RETAINED IN EMPLOYEE'S PERSONNEL FILE

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Smoofi, Inc:

We consent to the inclusion in the foregoing Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-193220) of our report dated January 7, 2014, relating to our audit of the balance sheet of Smoofi, Inc. as of December 31, 2013, and the related statement of operations, stockholders' equity, and cash flows as of December 31, 2013.

We also consent to the reference to us under the caption “Experts” in the Registration Statement.

/s/ TAAD, LLP

Walnut, California

February 7, 2014

Exhibit 99.1(a)

SmooFi, Inc.

Subscription Agreement

1. Investment :

The undersigned (“Buyer”) subscribes for ____________ Shares of Common Stock of SmooFi, Inc (“Company”) at $0.125 per share.

Total subscription price ($0.125 times the number of Shares): = $_____________________.

PLEASE MAKE CHECKS PAYABLE TO: SmooFi, Inc.

2. Investor information :

Name (type or print) __________________________________________________

SSN/EIN/Taxpayer I.D. ________________________________________________

Address: __________________________________________________________

E-Mail address: _____________________________________________________

Joint Name (type or print) ______________________________________________

SSN/EIN/Taxpayer I.D ________________________________________________

E-Mail address: _____________________________________________________

Address (If different from above) ________________________________________

Mailing Address (if different from above):__________________________________

Street City/State Zip

Business Phone: ____________________________________________________

Home Phone: ______________________________________________________

3. Type of ownership :

(You must check one box)

____Individual

____Custodian for

____Tenants in Common

____Uniform Gifts to Minors Act of the State of: __________

____Joint Tenants with rights of Survivorship

____Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:

____TrustCommunity Property

____Other (please explain)

4. Further Representations, Warrants and Covenants.

Buyer hereby represents warrants, covenants and agrees as follows:

(a) Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

(b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

(c) Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.

(d) Buyer acknowledges that SmooFi, Inc. is offering for sale a maximum of 2,000,000 shares of its common stock at a fixed price of $.125 per share and that there is no minimum number of shares that must be sold in order for the offering to close.

Acceptance of Subscription.

(a) It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.

5. Governing Law.

(a) This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada without giving effect to any conflict of laws or choice of law rules.

IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.

_____________________________

Signature of Buyer

_____________________________

Printed Name

_____________________________

Date

INVESTOR SUBSCRIPTION ACCEPTED AS OF ____ day of _____, 2014.

SMOOFI, INC.

By:__________________________

President

Deliver completed subscription agreements and checks to:

SmooFi, Inc.

1031 Calle Recodo, Suite B,

San Clemente, CA 92673