U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM S-1/A


Pre-Effective Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


SECURE NETCHECKIN INC.

(Name of Registrant in its Charter)


Nevada

7371

27-3729742

(State or Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)


Brandi L. DeFoor

President and Chief Executive Officer

SECURE NetCheckIn Inc.

13118 Lamar Ave

Overland Park, KS 66209

913.945.1290

(Address and Telephone Number of Principal Executive Offices)


Capitol Corporate Services, Inc.

202 South Minnesota Street Carson City , NV 89703

775.844.0490

(Name, Address and Telephone Number of Agent for Service)


Copies of all communications to:


Sheila L. Seck, Esq.

Seck & Associates LLC

7285 W 132 nd Street Suite 240

Overland Park, KS 66213

913.232.2270


Approximate Date of Commencement of Proposed Sale to the Public : As soon as practicable after the effective date of this Registration Statement.


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, check the following box.  o


If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.   o

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company





CALCULATION OF REGISTRATION FEE




Range of Common

Securities to Be Registered

 

   Amount to Be 

Registered

 

Proposed 

Offering Price per Share (1)   

 

Proposed 

Aggregate Offering Price (3)

 

Amount of 

Registration Fee ( 4 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

900,000

 


$0.20

 


$180,000

 


$20.90 (3)



(1)

This price was arbitrarily determined by the Company.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933.

(3)

Proceeds to the Company prior to the expenses of the Offering.

(4)

Paid in advance.



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 Commission, acting pursuant to said Section 8(a), may determine.



EXPLANATORY NOTE:

SECURE NetCheckIn Inc. previously filed a registration statement on Form S-1 on March 29, 2011 (file No. 333-173172) to register 900,000 shares of common stock.


2





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 jurisdiction where the offer or sale is not permitted.


PROSPECTUS


SECURE NETCHECKIN INC.


900,000 SHARES OF COMMON STOCK


This Prospectus relates to the offering of a minimum of 200,000, a mid-range of 550,000 and a maximum of 900,000 shares of common stock of SECURE NetCheckIn Inc., (the Company ) in a self-underwritten direct public offering, without any participation by underwriters or broker-dealers. The shares will be sold through the efforts of our officer and director. The offering price is $0.20 per share (the Offering Price ). The offering period will begin on the date this registration statement is declared effective by the Securities and Exchange Commission (the SEC ) and continue, unless earlier terminated, until 5:00 P.M. CST, on August 1, 2011 (the Offering Period ). In the event that a minimum of 200,000 shares are not sold within the Offering Period, all money received by us will be promptly returned without interest or deduction of any kind. Subscription funds will be held until closing by Seck & Associates LLC, as escrow agent, in an escrow account at Freedom Bank. The minimum purchase requirement for each investor in this offering is $1,000 or 5,000 shares. Prior to this offering, there has been no public market for the common stock.


PROCEEDS BEFORE EXPENSES


Range of Common

Stock to be Sold as Part of the Offering


Amount to Be

Registered


Proposed

Offering Price per Share


Proceeds to

the Company

(3)

 

 

 

 

 

 

 

 

 

 

Maximum Offering

 

 

900,000

 


$0.20

 


$180,000.00

Mid-Range Offering



550,000



$0.20



$110,000.00

Minimum Offering



200,000



$0.20



$40,000.00



THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS BEGINNING ON PAGE 7.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.


You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.

 

The date of this Prospectus is _______________, 2011


3






TABLE OF CONTENTS

 

Prospectus Summary

5

Risk Factors

7

Use of Proceeds

14

Determination of Offering Price

17

Dilution

18

Selling Security Holders

18

Plan of Distribution

18

Description of Securities to be Registered

22

Interests of Named Experts and Counsel

23

Information With Respect to Registrant

24

Disclosure of Commission Position on Indemnification of Securities Act Liabilities

34

Information Not Required in Prospectus

35

Other Expenses of Issuance and Distribution

34

Indemnification of Directors and Officers

34

Recent Sales of Unregistered Securities

35

Exhibits and Financial Statement Schedules

35

Undertakings

35

Signature Page

37


4








Item 3. Summary information, Risk Factors and Ratio of Earnings to Fixed Charges.


This summary highlights information contained elsewhere in this Prospectus and may not contain all of the information you should consider before investing in the shares. You are urged to read this Prospectus in its entirety, including the information under Risk Factors. Unless the context indicates otherwise, the words we, us our or the Company refer to SECURE NetCheckIn Inc.


Overview


This Prospectus relates to the offering of shares by SECURE NetCheckIn Inc., a Nevada corporation. The Company proposes to raise a minimum amount of $40,000 (the Minimum Offering Amount ), a middle offering amount of $110,000 (the Mid-Range Offering Amount ) and a maximum amount of $180,000 (the Maximum Offering Amount ) through the sale of a minimum of 200,000 shares, a mid-range of 550,000 shares and a maximum of 900,000 shares of Company common stock with a par value $.001 (each a Share and collectively the Shares ) at the price of $0.20 per Share (the Offering ) as more fully described in Plan of Distribution . Subscription funds will be held until closing by Seck & Associates LLC, as escrow agent, in an escrow account at Freedom Bank. The Report of the independent registered public accounting firm which audited the Company s financial statements for the year ended December 31, 2010, contains an opinion that there is substantial doubt about the Company s ability to continue as a going concern because the Company has no business operations, has negative working capital and minimal stockholders equity. See Risk Factors beginning on page 7.


The Company


SECURE NetCheckIn Inc. was incorporated under the laws of the state of Nevada on October 12, 2010. The Company's principal offices are located at 13118 Lamar Ave, Overland Park, KS 66209. Our telephone number there is 913.945.1290. We are also in the process of developing and improving its website at www.securenetcheckin.com . Information included on our website is not a part of this Prospectus. The Company s software and related intellectual property were contributed to the company by its founder Brandi L. DeFoor.


The Company owns and is continuing to develop a product that allows physician practices and their clients to use a web-based portal to manage appointments online.  The Company is currently beta-testing our product at a local urgent care facility where 1409 unique users have signed up and used the system as of May 9, 2011. We anticipate that beta testing will be complete in the second quarter of 2011 and that the Company will enter into a services agreement with the urgent care facility, and possibly others, in the second quarter of 2011.  


Currently, patients at physician practices must call the physician s office to make an appointment, and the patients then show up at the appropriate time for the appointment.  Patients often have to wait if the doctor or other staff is running behind in seeing patients.  The Company has developed an online patient appointment system whereby the patient can check availability and make an appointment online.  The patient is then notified via email and/or text message when the physician will be ready to see them.  Patients may then plan to arrive when the doctor is ready to see them.  This system eliminates wait time and the risk of spreading disease in waiting rooms.


The Company also includes a web-based back office system for the staff of the urgent care center or physicians office which allows the office staff or physician to modify the schedule based on the physician s availability.  Should the office fall behind, the system automatically notifies all future appointments of the delay.  Patients have the ability to know exactly when they will be seen without waiting.  In addition, information entered by the patient such as personal history and insurance information can be integrated into and made part of the patient s records.  Next phases of product development would integrate these records into other electronic medical record ( EMR ) systems.  


Brandi L. DeFoor is a Director, President and Chief Executive Officer of SECURE NetCheckIn Inc. Ms. DeFoor earned a Bachelor s of Business Administration (1993) from the University of Missouri at Kansas City.  Ms. DeFoor was a technical recruiter at DCI from 1994 to 2001.  From 2001 to 2008, Ms. DeFoor served as a consultant in the design, development, and implementation of primebyte.com , an online human resources tool focused on the complex reporting requirements of HIPAA and Sarbanes-Oxley.  Ms. DeFoor currently operates as an independent consultant assisting companies with technology and operations issues on an ad hoc basis.


While the registration of its Shares is for the purpose of creating a public market, there is no guarantee that a public market will ever exist for the Company s Shares or that, if developed, can be sustained.


5







The Offering


Securities Being Offered

 

The Company is offering for sale the following range of offerings of common stock: 200,000 shares, 550,000 shares, or 900,000 shares.

 

Initial Offering Price

 

The Offering Price is $0.20 per Share. The Offering Price was determined arbitrarily by the Company.

 

Terms of the Offering

 

The Shares will be sold through the efforts of our officer and director beginning on the date this registration statement is declared effective by the SEC.

 

Termination of the Offering

 

The Offering will conclude on August 1, 2011. We may, in our sole discretion, terminate the Offering prior to the end of the Offering Period for any reason whatsoever. No subscription will be accepted unless payment is received by August 1, 2011.

Risk Factors

 

The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See Risk Factors beginning on page 7.

 

Common Stock Issued And Outstanding Before Offering

 

3,100,000 shares of our common stock are issued and outstanding as of the date of this Prospectus.  The 3,100,000 shares are owned by our sole officer and director Brandi L. DeFoor.  Ms. DeFoor will continue to own the same number of shares after the Offering.

 

Common Stock Issued And Outstanding After Offering

 

Upon completion of the Offering, we will have 3,300,000 shares of common stock issued and outstanding if we sell the minimum number of shares offered in this Offering. We will have 3,650,000 shares of common stock issued and outstanding if we sell the mid-range number of shares offered in this Offering. We will have 4,000,000 shares of common stock issued and outstanding upon completion of the Offering if we sell the maximum number of Shares offered in this Offering.




  Use of Proceeds

 

The Company will use the net proceeds from the Offering substantially for general corporate purposes primarily in the areas of product development, marketing, advertising, promotion, acquiring relationships and general working capital.


Summary Financial Information

 

Balance Sheet Data

 

12/31/10

(Audited)

 

 

 

 

 

Cash

 

 

79

 

Total Assets

 

 

10,008

 

Liabilities

 

 

6,760

 

Total Stockholders Equity

 

 

3,248

 

 

Statement of Loss and Deficit

From Incorporation on October 12, 2010

 

To 12/31/10

(Audited)

 

 

 

 

 

Revenue

 

 

0

 

Net Loss and Deficit

 

 

(21)




6







Risk Factors


An investment in our stock is risky. You should carefully consider the risks and uncertainties described below and the other information in this Prospectus before deciding whether to invest in the Shares we are offering.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.  Please note that throughout this Prospectus, the words we , our or us refer to the Company.


Risks Related to Our Company


The report of the independent registered public accounting firm which audited the Company s financial statements as of December 31, 2010, expresses substantial doubt as to the Company s ability to continue as a going concern.


As of December 31, 2010, the independent registered public accounting firm expressed substantial doubt as to the Company s ability to continue as a going concern. Underlying the accounting firm s opinion are the absence of any business operations by the Company, its cash balance at December 31, 2010 and minimal stockholders equity. The notes to the Company s audited financial statements provide that continuation as a going concern is dependent upon the operations of the Company which in turn are dependent upon the Company s ability to meet its financial requirements, raise additional capital and the success of its future operations, and there is no assurance that the Company will be successful in accomplishing these objectives.


Purchasers may have difficulty evaluating the Company s business because of the absence of any operating history.


The Company was incorporated on October 12, 2010, and to date, the Company has been involved primarily in organizational activities and supporting the beta test project. The Company has no revenue history, limited operating history and has delivered beta testing products to customers. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. There is no guarantee that we will commence additional business operations or that our business operations will be profitable. For this reason, investors are encouraged to review the Company s financial information and Prospectus

, to have discussions with representatives of the Company and to engage professional advisors to evaluate an investment in the Company.


If we do not obtain additional financing, our business will fail.


Our business plan calls for ongoing expenses in connection with the development of the business of the Company. We have not generated any revenue from operations to date. We may not be able to implement our business plan without obtaining additional financing. If this financing is not available or obtainable, investors may lose a substantial portion or all of their investment. If adequate funds are not available to satisfy our immediate or intermediate capital requirements, we will limit our operations significantly. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. The most likely source of future funds presently available to us is through the sale of additional shares of common stock, which could result in dilution to existing shareholders and their interest may be subordinate to the rights and preferences of the holders of new equity shares.   


The Company has a lack of profit and uncertain profit outlook .


The Company has no history in operating its business on which to evaluate the Company and its prospects. If customers do not adopt the Company s products and services due to the Company s operating history, the Company s profits will be significantly and negatively affected. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered in this context.


7








 

If the Company does not generate sales in a timely manner, the Company may run out of cash.


The Company s business plan is dependent on sales which we anticipate will commence in the second quarter of 2011.  The Company will hire staff and incur recurring expenses and plans to increase staffing and expense levels in anticipation of revenues assuming proceeds from this Offering make such expenditures feasible. In the event that revenues do not occur in a timely manner, the Company will need to dramatically reduce costs and may run out of cash.


If the market chooses to buy competitive products and services, the Company will not be financially viable.


Although the Company believes that its products will be of commercial usefulness, there is no verification by the marketplace that the Company s products and services will be purchased by customers. If the market chooses to buy competitive products and services, it may be more difficult for the Company to be profitable and the Company's business would be substantially harmed. The Company believes that the purchase of its products is also highly dependent on perceptions of risk, financial viability of the Company, ability to provide related services and support, and other factors including brand perception, references, and commercial linkage between these sales and other products and services. If the Company is not able to manage these perceptions, it may not be able to meet its forecasts and projections.


The Company s competitors are larger and have greater resources, giving them the ability to utilize commercial practices that prevent customers from buying the Company s products and services.


The Company's competitors are other software development companies, especially those that are focused on offering electronic medical record solutions such as Cerner.  Many of our competitors are larger and have resources greater than those of the Company; therefore, there can be no assurance that potential customers will buy from the Company, as opposed to the Company's competitors. If potential customers do not buy from the Company, the Company's business would be significantly harmed. Competitors may also have greater leverage and stronger relationships with their customers, as well as the ability to offer lower prices, which could affect the Company s ability to procure customers or cause customers to change vendors.


The Company is reliant on senior management.


The Company believes that its success is significantly dependent upon the continued participation and collective skills of Ms. DeFoor. In addition, certain knowledge and skills possessed by our executive officer may not be able to be replaced quickly or at all.  Ms. DeFoor does not have an employment contract and is under no obligations to remain with the Company. If Ms. DeFoor does not remain with the Company, the Company's business may be significantly harmed.


The Company plans to continue paying expenses for research and development.


The Company s market is characterized by rapidly changing technologies and evolving industry standards. The Company plans to incur research and development expenses intended to adapt and expand to this evolving industry and achieve competitive advantage. If the Company does not generate sufficient profit, the business could be harmed. If it is necessary to raise additional funds to pay for further research and development through the issuance of equity securities, the current stockholders would be diluted and their interests might be subordinate to the rights and preferences of the holders of new equity securities.


The Company has an uncertain ability to meet future cash needs.


It is likely that the Company will need additional financing in the future, either as a result of adverse developments, or as a result of rapid growth or volatility in business levels or business conditions. If such financing is unavailable, it could have a serious adverse effect on the Company s ability to survive.


8








  The Company must develop a delivery and support infrastructure to be viable in the market.


The Company is in an early stage of development, and if the Company does not develop the necessary infrastructure to support its customers, its business could suffer or fail.  For example, sales and support and the corresponding infrastructure must be put in place to drive revenue.  Failure to put in that system would likely cause the business to fail.


The Company s business plan is highly sensitive to many factors, and thus Company performance is not easily predictable.


Software development is a quickly changing environment and is sensitive to many factors, including competition with larger companies, market demand, research and development expenditures, and the ability to stay competitive in the applicable industry. Given these and other market factors, the Company cannot predict with certainty its short- and long-term performance and profitability. In addition, even if the Company achieves profitability, given these many factors affecting the Company s business, the Company may not be able to maintain profitability in the future.

 

If the Company does not manage growth effectively, the Company s business could be harmed.


Resource infrastructure and a significant sales plan will be required to realize the Company s growth strategy. Operations growth will place significant demands on the management and other resources of the Company, which demands are likely to continue. To manage future growth, the Company will need to continue to attract, hire and retain highly skilled and motivated officers, managers and employees for:


 

1.

Sales, marketing, business development and customer service;


2.

Technical support, software development and integration;


3.

Operational and financial management; and


4.

Training, integrating and managing the growing employee base.


The Company may not be successful in selecting, managing or expanding its operations and markets or maintaining adequate management, financial and operating systems and controls. The Company may not be able to achieve desired geographic expansion without additional investment.


Experience of management may not be adequate to achieve projections.


While the Company s officer has history in working with growth companies, there is no guarantee that such experience will ensure that the company will reach its projections.  Success in this industry has many factors that our management team cannot control: the general economy; rapid deployment of competitor offerings; ability to protect our intellectual property; and other macroeconomic factors. Our sole officer, Brandi L. DeFoor, does not have experience running a public corporation.


Risks Related To the Software Development for Online Appointments


Software development is intensely competitive, and if the Company fails to successfully compete in the online appointment scheduling market, its market share and business will be harmed.


The markets for the products and services offered by the Company are intensely competitive and characterized by rapidly changing technology and changing consumer demands.  There are many players in the healthcare software segment, many of which are large and have significant research and development and sales and marketing budgets and staff.  Large companies may at any time attain positions of competitive advantage that the Company will find difficult to counteract.  Because our industry is changing and evolving and we have limited operating history, our financial data will not likely reflect future operations.  There can be no assurance that the Company will be able to successfully compete with any current or potential providers of products and services competitive with those of the Company.



9





The Company s success depends, in part, on its ability to protect, develop and rapidly deploy intellectual property.


Although the Company currently intends to pursue protection of its intellectual property, there is no assurance that such protection will be available or sufficient to preclude competition. Competitors may develop similar or superior products, software, business models and intellectual property. This could have a serious impact on the ability of the Company to succeed. If the Company fails to protect, develop and secure proprietary information and intellectual property, the value of the Company could be impaired.


If the Company is unable to adapt to the rapid technological change in its industry, the Company will not remain competitive and its business will suffer.


The Company s market is characterized by rapidly changing technologies and evolving industry standards. The recent growth of web-based solutions and intense competition in the industry exacerbate these market characteristics. The Company s future success will depend on the Company s ability to adapt to rapidly changing technologies by continually improving the features and reliability of its products. The Company may experience difficulties that could delay or prevent the successful introduction or marketing of new products and services. In addition, new enhancements must achieve significant market acceptance. The Company could also incur substantial costs if the Company needs to modify its service or infrastructures or adapt its technology to respond to these changes.


The health care software industry is subject to natural fluctuation.


The industry is subject to changes that fluctuate with the economy and governmental regulations.  There are other companies launching similar products.  If patient appointment numbers are down, the use of the Company s products would be directly affected.  It is likely that the Company will be subject to these same types of performance fluctuations.

 

Risks Related To Regulations


The Company's failure to comply with existing regulations and future regulations could subject the Company to penalties.


The Company will provide products and services in multiple jurisdictions. The Company will be subject to The Health Insurance Portability and Accountability Act ( HIPAA ) of 1996.  The HIPAA Privacy Rules regulate the use and disclosure of patient information.  Any failure of the Company to comply with HIPAA and other existing regulations or regulations adopted in the future in those jurisdictions could subject the Company to penalties or litigation. Compliance matters could also increase the Company s costs and affect the Company s ability to meet its projections. The Company will assess federal (including HIPAA) and local regulations and requirements for its products and services and may need to retain outside experts in order to ensure compliance with local and federal standards, particularly in the area of patient confidentiality.

 

Risks Related To Customers


The Company s products are not yet proven with customers.


Until the Company has finished testing the beta version of the software and completes the EMR (electronic medical records) integration, there is uncertainty regarding the products acceptability to customers and physicians and as a result, their viability within the customers sales channels. In the event that acceptance is delayed, or in the event that customers promote competitive products, the Company would be seriously harmed.



10







Risks Related To The Offering And

The Purchase and Ownership of Stock


The Company will hold subscription funds in escrow during the Offering Period which may extend to August 1, 2011.


Subscription funds submitted by subscribers will be held at Freedom Bank in an escrow account by Seck & Associates LLC, the Company s escrow agent, during the Offering Period which expires on August 1, 2011 unless earlier terminated by the Company. During such time, subscribers will have no right to the issuance of the shares for which they have subscribed. If the Company fails to receive subscriptions for at least the Minimum Offering Amount or terminates or withdraws the Offering for any reason or if the subscriber s subscription is rejected in whole or in part for any reason, subscription funds will be returned to subscribers without any interest earned on the funds.


The Offering Price of the Shares is arbitrary.


The price of the Shares has been determined arbitrarily by the Company and bears no relationship to the Company's assets, book value, potential earnings or any other recognized criteria of value.  The Company can provide no assurance that the shares offered in the Offering will have a market value or that they can be sold at any price.


The Company has a lack of dividend payments.


The Company has no plans to pay any dividends in the foreseeable future. Accordingly, a shareholder may not get any economic benefit until the shareholder is able to sell his or her shares.


Certain Company actions and the interests of stockholders may differ.


The voting control of the Company could discourage others from initiating a potential merger, takeover or another change of control transaction that could be beneficial to stockholders. As a result, the value of stock could be harmed. Purchasers should be familiar with the equity breakdowns among stockholders of the Company.


The Company s management team will have broad discretion over the use of proceeds.


The Company s management will retain broad discretion as to the allocation of the proceeds of this Offering, and the Company may not be able to invest these proceeds to yield a significant return.


Purchasers will experience immediate and substantial book value dilution.


The price of the Shares offered hereunder is expected to be substantially higher than the net tangible book value of each outstanding share of stock. Investors who purchase Shares in this Offering will suffer immediate and substantial dilution.


11






The Company may be subject to rights of preferred stockholders including mandatory redemption.


At some point in the future, the Company may authorize and issue preferred stock.  The Company s preferred stock is blank check preferred which gives the Company s board of directors the right to issue preferred stock without the shareholders approval.  This preferred stock would provide for rights and obligations of the preferred shareholders as defined solely by the board of directors.   The rights attached to preferred shares could affect the Company s ability to operate, which could force the Company to seek other financing. Such financing may not be available on commercially reasonable terms or at all and could cause substantial dilution to existing stockholders.


Our Common Stock may be subject to penny stock rules which may be detrimental to investors because the penny stock rules may make it harder for our shareholders to sell their shares.


The SEC has adopted regulations which generally define penny stock to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.


There is Currently No Trading Market for our Common stock, and Liquidity of Shares of our Common Stock May Be Limited.


Our shares of common stock are not registered under the securities laws of any state or other jurisdiction, and accordingly there is no public trading market for our common stock. Further, no significant public trading market is expected to develop in the foreseeable future.


Our Sole Director, Officer and Shareholder owns a Majority of the Common Stock and Will Continue to Own a Majority of the Stock After the Offering


Management (consisting solely of Brandi L. DeFoor at present) currently controls and votes 100% of our issued and outstanding common stock. Consequently, management has the ability to influence control of our operations and will have the ability to influence or control substantially all matters submitted to stockholders for approval after the Offering, including:


(a)


Election of the Board of Directors;

(b)


Removal of directors;

(c)


Amendment to the our certificate of incorporation or bylaws; and

(d)


Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.


Brandi L. DeFoor will thus have substantial influence over our management and affairs and other shareholders possess no practical ability to remove management or effect the operations of our business.


12





We have the right to issue up to 75,000,000 shares of preferred stock, which may adversely affect the voting power of the holders of other of our securities and may deter hostile takeovers or delay changes in management control.


We may issue up to 75,000,000 shares of our preferred stock from time to time in one or more series, and with such rights, preferences and designations as our board of directors may determine from time to time. To date, we have not issued any shares of preferred stock. Our board of directors is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series of our preferred stock. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our common stock and may, under certain circumstances, have the effect of deterring hostile takeovers or delaying changes in management control.



13






Forward-Looking Statements


This Prospectus contains projections and statements relating to the Company that constitute "forward-looking statements." These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as "intends," "believes," "anticipates," "expects," "estimates," "may," "will," or similar terms. Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements. These statements appear in a number of places in this Prospectus and include statements regarding the intent, belief or current expectations of the Company, and its respective directors, officers or advisors with respect to, among other things: (1) trends affecting the Company s financial condition, results of operations or future prospects, (2) the Company s business and growth strategies and (3) the Company s financing plans and forecasts. Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that, should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could adversely affect the actual results and performance of the Company include, without limitation, the Company s inability to raise additional funds to support operations and capital expenditures, the Company s inability to effectively manage its growth, the Company s inability to achieve greater and broader market acceptance in existing and new market segments, the Company s inability to successfully compete against existing and future competitors, the Company s reliance on independent manufacturers and suppliers, disruptions in the supply chain, the Company s inability to protect its intellectual property, other factors described elsewhere in this Prospectus, or other reasons. Potential investors are urged to carefully consider such factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the "Risk Factors" described herein.


Item 4. Use of Proceeds


Assuming 900,000 Shares are subscribed for in this Offering, and after netting anticipated Offering expenses, the net proceeds from the sale of the Shares will be approximately $180,000. If subscriptions are received for 550,000 Shares, and after netting anticipated Offering expenses, the net proceeds from the sale of the Shares will be approximately $110,000. If subscriptions are received for 200,000 shares, after netting anticipated Offering expenses, the net proceeds from the sale of the Shares will be approximately $40,000. The Company intends to use the net proceeds from the Offering primarily in the areas of (i) product development, (ii) marketing, advertising, and promotion, (iii) acquiring relationships with urgent care centers and physician groups and (iv) general working capital. In allocating the proceeds, the Company s highest priority will be to continue developing the product. The Company launched the beta version of the website with sales expected to commence in the second quarter of 2011. After the product is tested and functional, the Company s next priority will be to market, advertise and promote the product. The Company believes that receipt of only the Minimum Offering Amount will be sufficient to finalize the development and have a functional product. Receipt of the Minimum Offering Amount will support a lesser marketing and product promotion campaign which could result in slower sales of the product.  Receipt of proceeds from the Mid-Range Offering Amount or the Maximum Offering Amount would allow the Company to increase its marketing and advertising budget and provide for additional working capital. Set forth below is the Company s proposed use of proceeds assuming the sale of the Minimum Offering Amount, the Mid-Range Offering Amount and the Maximum Offering Amount of the Shares are subscribed hereunder:


The following table sets forth the use of proceeds based on the proposed range of offerings:



Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

a.

Research and Development

$8,250

$25,000

$50,000

b.

Marketing / Advertising /Promotion

$2,000

$15,000

$25,000

c.

Working Capital

$0

$40,250

$75,250

c.

Expenses Related to the Offering

$29,750

$29,750

$29,750







Total:

$40,000

$110,000

$180,000



14






Research and Development


Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

a.

Research and Development

$8,250(i)

$25,000(ii)

$50,000(iii)


The system, in its beta version ( Version 1 ), is currently operating for a small privately held urgent care center to handle online scheduling, continuous patient update, and the survey module.  The current architecture of the database allows for all upgrades when additional resources are available to complete ( Version 2 ).  Version 1 allows patients to choose appointments available at only the beta testing facility.  Version 2 will allow the patient to search from a much broader range of criteria and from more than just a single facility.  Additional search criteria will allow patients to search physicians by specialty which should increase usability.


The bridge from our database to that of each individual EMR will have to be completed at the time of installation of new accounts.  An electronic portal or bridge will require mapping of the data fields from our system to that of the other vendors.  


(i)

Minimum Offering.  With the system currently operating without any failures since its launch, performance testing and stabilization would be the primary goal with a minimum offering.  The site is currently operating with over 1,800 users and 250 online appointments scheduled each month.  One database administrator ( DBA ) hired for 40 hours of consulting would increase performance and solidify the structure.


(ii)

Mid-Range Offering.  In addition to the DBA performance increase, receiving the Mid-Range Offering Amount would result in the development of the Version 2 upgrades to allow for a facility to have multiple locations, a smart phone application, and migration to additional browsers other than Explorer.




Estimated

Task

Resource

Cost Per Hour

(blended rate)

Hours

Costs

GUI Interface

1 GUI

$75.00

120

$9,000.00

Phone App Developer

1 GUI

$62.50

60

$3,750.00

Overall Graphics

Outsource to Marketing firm



$5,500.00

Allowances for Overages


20%


$3,650.00

Total

$21,900.00


(iii)

Maximum Offering.  Receiving the Maximum Offering Amount would allow for the developments described in (i) & (ii) with the addition of the development of a fully integrated EMR. Current systems available do not include the online client portion already developed in our operational site.  This portion of completed code would expedite the development of the full product and would increase our credibility and service offering in the industry.  Our estimates below describe the timeframes and costs related to upgrading our system;




Estimated

Task

Resource

Cost Per Hour

(blended rate)

Hours

Costs

Min & Mid Offering Upgrades



$21,900.00

Requirements gathering

1 SQL DBA | 1 GUI

$75.00

40 (x 2)

$6,000.00

Database Development

1 SQL DBA

$75.00

40

$3,000.00

GUI Interface

Outsourced Offshore

$20.00

200

$4,000.00

Beta Testing & Rework

1 GUI | 1 Analyst

$62.50

40 (x2)

$6,000.00

Installation & Training

1 Analyst

$40.00

40

$1,600.00

Graphics

Outsource to Marketing firm



$2,500.00

Allowances for Overages on Maximum Offering

20%


$4,420.00

Total

$48,420.00


The costs saved or any overages will come from the reserve set aside in working capital.


15





Marketing/Advertising/Promotion


Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

b.

Marketing / Advertising /Promotion

$2,000(i)

$15,000(ii)

$25,000(iii)


We are currently in the development stage of marketing, sales and promotion strategies. Initially, it appears that the most cost-effective way to generate sales will be to direct as many users as possible to the Company s website.  The site should be developed in a manner which would allow screens to be exported to media for distribution.


(i)

Minimum Offering.  With such limited funds, we will focus attention on direct sales through local, free, physician events to maximize our exposure. Two tradeshows in the region would cost around $1,500.00 and should enable enough interaction to determine the best qualities needed to recruit commissioned sales representatives.


(ii)

Mid-Range Offering.  In addition to the efforts described in (i), our goal in the Mid-Range Offer would be to engage an experienced search engine optimization ( SEO ) company in the medical space to create a plan for increasing our Google ranking and created an ad word campaign.


(iii)

Maximum Offering.  In addition to the efforts described in (i) and (ii), we would institute our full marketing campaign.  Direct mail, industry print ads and paid articles would utilize the remaining funds.


Working Capital


Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

c.

Working Capital


$40,250

$75,250


Working capital will be utilized to fund the day to day operations and serve to mitigate any overage or shortfalls in the other categories. After receiving a Mid-Range Offering Amount or Maximum Offering Amount, our first hire will be a part time Customer Service Representative to assist with the current client, manage the marketing effort and back up the research and development efforts to ensure efficient use of contractors.  Commissioned Sales Representatives will be recruited through various free online tools to service the opportunities generated by the marketing/advertising efforts.



16





Expenses Related to the Offering


Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

c.

Expenses Related to the Offering

$29, 750.00

$29,750.00

$29,750


Expenses related to the offering are detailed in the chart below.  These fees are estimates and any variances will be covered from Working Capital in the Mid-Range Offering Amount and from Marketing and Product development in the Minimum Offering Amount.


SEC registration fee

 

$

21.00

 

Blue Sky fees and expenses

 

$

350.00

 

Printing and shipping expenses

 

$

100.00

 

Legal fees and expenses

 

$

25,750.00

 

Accounting fees and expenses

 

$

3,000.00

 

Transfer agent and miscellaneous expenses

 

$

529.00

 

Total

 

$

29,750.00

 


Item 5. Determination of Offering Price .


Prior to this Offering, there has been no market for our common stock. The Offering Price of the Shares offered hereunder was arbitrarily determined by the Company and bears no direct relationship to the value of our assets, book value, net worth, historical or prospective earnings, actual results of operations, trading price of our stock, or any other recognized criteria of value. The Offering Price of the Shares should not be considered as an indication of the actual or trading value of a share of our common stock.



17






Item 6. Dilution .


Our sole shareholder currently owns 100% of the authorized and issued shares of the Company.  Our sole shareholder will continue to own 3,100,000 shares of common stock after the Offering and will be diluted as a result of the Offering.


Following the Offering at the Level of Shares Sold


Prior to Offering

Minimum Offering

Mid-Range Offering

Maximum Offering


Amount of Beneficial Ownership

Percent of Class

Amount of Beneficial Ownership

Percent of Class

Amount of Beneficial Ownership

Percent of Class

Amount of Beneficial Ownership

Percent of Class

Brandi L. DeFoor

3,100,000

100%

3,100,000

93.9%

3,100,000

82.2%

3,100,000

77.5%

New Investors as a Group



200,000

6.1%

550,000

17.8%

900,000

22.5%

Directors and Executive Officers as a Group

(1 person)


100%


93.9%


82.2%


77.5%


We will require additional capital in order to achieve our business plan. Our most likely source of additional capital will be through the sale of additional shares of common stock. The sale of additional shares of common stock will result in dilution to our existing stockholders and will negatively affect the value of an investor s Shares.


Item 7. Selling Security Holders .


The shares being offered for sale consist of shares of the Company s authorized but unissued common stock.  The Offering includes no selling shareholders.


Item 8. Plan of Distribution .


General


There is no public market for our common stock. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us to apply for such listing. We are unable to estimate if or when we expect to undertake this endeavor. No market may ever develop for our common stock, or if developed, such market may not be sustained in the future. Accordingly, the Shares should be considered totally illiquid, which inhibits investors ability to sell their Shares. The market price of the Shares of common stock is likely to be highly volatile and may be significantly affected by factors such as actual or anticipated fluctuations in the Company s operating results, announcements of technological innovations, new products and/or services or new contracts by the Company or its competitors, developments with respect to copyrights or proprietary rights, adoption of new accounting standards or regulatory requirements affecting the insurance business, general market conditions and other factors. In addition, the stock market from time to time experiences significant price and volume fluctuations that may adversely affect the market price for the Company s common stock.


18








The Offering


The Company is offering to sell a minimum of 200,000 Shares, a mid-range of 550,000 Shares and a maximum of 900,000 Shares pursuant to the terms of this Prospectus in a self-underwritten direct public offering, without any participation by underwriters or broker-dealers. The Offering Price is $0.20 per Share. The Offering Period will begin on the date this registration statement is declared effective by the Securities and Exchange Commission and will expire on August 1, 2011. We may, within our sole discretion, terminate the Offering prior to the end of the Offering Period. No subscription will be accepted unless payment is received by August 1, 2011. The closing of the Offering and the disbursement of funds are conditioned upon our receipt of subscriptions aggregating no less than $40,000, the Minimum Offering Amount. The minimum dollar amount of Shares that may be purchased by any subscriber is $1,000, unless the Company waives this minimum dollar requirement.


Until the Company receives and accepts subscriptions for a minimum of $40,000, all subscription funds will be held by the Company at Freedom Bank in an escrow account in the name of Seck & Associates LLC, as escrow agent. If subscriptions for at least $40,000 have not been received before the expiration of the Offering Period, all subscription funds will be returned to the subscribers, without any interest earned on the funds. If an investor subscribes for at least $1,000 and its subscription is accepted by Company, the subscription funds, together with any interest earned on the funds, will be drawn upon and used by the Company following the closing of the Offering.


The affiliates, officers, directors, employees and stockholders of the Company reserve the right at their option to purchase Shares, but all such purchases shall be without discount and at the full Offering Price per Share. Any such purchase will be counted in determining if the Minimum Offering Amount has been satisfied.


Shares will be sold through the efforts of the officer and director of the Company.  Our sole director and officer is not a broker-dealer in reliance on the safe harbor Rule 3a4-1 of the Securities and Exchange Act of 1934. There will be no participation by underwriters or broker-dealers. The Shares will be qualified or registered for sale under the blue sky laws of certain states. The states in which the Company currently plans to offer the Shares include Kansas and Missouri.


19







Expenses of Offering


The Company will pay all of the costs and expenses in connection with the Offering, including but not limited to all expenses incurred to prepare, reproduce or print this Prospectus, legal expenses and other expenses incurred in qualifying the Offering for sale under federal securities laws and applicable state securities, or blue sky, laws. It is estimated that the expenses of the Offering will not exceed $29,750.


Subscription Procedures


If after carefully reviewing and studying this Prospectus, you desire to purchase Shares, you must do the following:


(1) Complete, execute, date and deliver to us the Subscription Agreement which accompanies this Prospectus.


(2) Forward the Subscription Agreement to David S. Brown, Seck & Associates LLC, 7285 W. 132 nd Street, Suite 240, Overland Park, KS 66213 with a wire transfer to Freedom Bank in an amount equal to the total purchase price for the number of Shares you desire to purchase, as per the following instructions:

 

Freedom Bank

FED ABA# 17 147 6  ACCOUNT #4003134

C/O SECURE NetCheckIn Inc. Escrow


All wire transfers should be accompanied by a facsimile notification of the wire to the attention of David S. Brown at 800.976.9425.

 

All funds received in connection with the sale of the Shares shall be held until Closing in escrow by Seck & Associates LLC, as escrow agent for the Company, at Freedom Bank.


Right to Reject Subscriptions


We have the right to accept or reject subscriptions in whole or in part for any reason or for no reason. We will return all monies from rejected subscriptions to the subscriber without interest or deduction.


Legal Proceedings


There are no pending, nor to our knowledge threatened, legal proceedings against the Company.



20








Directors and Officers


The directors of the Company hold office for annual terms and will remain in their positions until successors have been elected and qualified. The officers are appointed by the board of directors of the Company and hold office until their death, resignation or removal from office. The ages, positions held, and duration of terms of the directors and executive officers are as follows:


Name

 

Age

 

Position

 

 

 

 

 

Brandi L. DeFoor

 

40

 

Director, President and Chief Executive Officer

 

 

 

 

 


Brandi L. DeFoor, Director, President, Chief Executive Officer:


Brandi L. DeFoor is a Director, President and Chief Executive Officer of SECURE NetCheckIn Inc. Ms. DeFoor has been the Company s sole shareholder, officer and director since the Company inception. Ms. DeFoor earned a Bachelor s of Business Administration (1993) from the University of Missouri at Kansas City.  Ms. DeFoor was a technical recruiter at DCI from 1994 to 2001.  From 2001 to 2008, Ms. DeFoor served as a consultant in the design, development, and implementation of primebyte.com , an online human resources tool focused on the complex reporting requirements of HIPAA and Sarbanes-Oxley.  Ms. DeFoor currently operates as an independent consultant assisting companies with technology and operations issues on an ad hoc basis.


Term of Office


Our directors are appointed for one-year terms to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our Bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.


Director Independence


Our determination of independence of directors is made using the definition of independent director contained under Rule 4200(a)(15) of the Rules of the Financial Industry Regulatory Authority ( FINRA ). However, we are not at this time required to have our board comprised of a majority of independent directors because we are not subject to the listing requirements of any national securities exchange or national securities association.


Employees


At the present time, we have no paid employees. Brandi L. DeFoor, our President and Chief Executive Officer, is currently managing the start-up operations of the Company without compensation.  Brandi L. DeFoor has no experience managing a public company.



21







Beneficial Ownership


The following table sets forth certain information as of the date of this Prospectus and following the Offering with respect to the beneficial ownership of the outstanding common stock of the Company by (i) any holder of more than five (5%) percent; (ii) each of the Company s executive officers and directors; and (iii) the Company s directors and executive officers as a group. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned. The percentage of class is based on 3,100,000 shares of common stock issued and outstanding as of the date of this Prospectus. Unless otherwise indicated below, the address for each individual is 13118 Lamar, Overland Park, KS 66209.

 




Following the Offering at the Level of Shares Sold


Prior to Offering

Minimum Offering

Mid-Offering

Maximum Offering


Amount of Beneficial Ownership

Percent of Class

Amount of Beneficial Ownership

Percent of Class

Amount of Beneficial Ownership

Percent of Class

Amount of Beneficial Ownership

Percent of Class

Brandi L. DeFoor

3,100,000

100%

3,100,000

93.9%

3,100,000

82.2%

3,100,000

77.5%










Directors And Executive Officers as a Group

(1 person)


100%


93.9%


82.2%


77.5%


Item 9. Description of Securities to be Registered .


The following statements are qualified in their entirety by reference to the detailed provisions of our Amended and Restated Articles of Incorporation and Bylaws. The Shares registered pursuant to the registration statement of which this Prospectus is a part are shares of common stock, all of the same class and entitled to the same rights and privileges as all other shares of common stock.


Capital Stock


The authorized capital stock of the Company is 500,000,000 shares of capital stock. The board of directors authorized 425,000,000 shares of common stock with full voting rights and with a par value of $0.001 per share, and 75,000,000 shares of preferred stock, with a par value of $0.001 per share (the Preferred Stock ).


Preferred Stock may be issued from time to time in one or more series with such designations, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, as shall be provided by Board resolution authorizing the issuance of such Preferred Stock or series thereof; and the Board is vested with authority to fix such designations, preferences and relative participating, optional or other special rights or qualifications, limitations, or restrictions for each series, including the power to fix the redemption and liquidation preferences, the rate of dividends payable and the time for and the priority of payment thereof and to determine whether such dividends shall be cumulative or not and to provide for and fix the terms of conversion of such Preferred Stock or any series thereof into the common stock of the Company and fix the voting power, if any, of shares of Preferred Stock or any series thereof.


As of the date of this Prospectus, there are 3,100,000 shares of common stock issued outstanding. There are no outstanding shares of Preferred Stock. As of the date of this Prospectus, there is one (1) holder of record of the Company s common stock, who is an affiliate of the Company.



22




 




Options and Warrants


There are no outstanding options or warrants or other securities that are convertible into our common stock.


Voting Rights


Each shareholder is entitled to one (1) vote for each share of voting stock. Shareholders are not entitled to cumulative voting rights.


Dividend Policy


We intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.  Accordingly, shareholders will not get a financial benefit from owning our shares until the shares are sold, which may be difficult because there is no market for our shares and there is only a small chance that there will be a market for our shares.


Transfer Agent


The transfer agent for our common stock will be Empire Stock Transfer Inc. upon completion of this Offering. Its address and telephone number are 1859 Whitney Mesa Drive, Henderson, NV 89014, 702.818.5898. Until the present time, we have acted as our own transfer agent and registrar.


Penny Stock Regulation


The SEC has adopted regulations which generally define penny stock to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.


Item 10. Interests of Named Experts and Counsel .


Interests of Named Experts and Counsel


No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Shares was employed on a contingency basis, or had, or is to receive, in connection with the Offering, a substantial interest, direct or indirect, in the Company, nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.


23








Disclosure of Commission Position on Indemnification

for Securities Act Liabilities


Our Amended and Restated Articles of Incorporation and Bylaws provide for the indemnification of the Company officers and directors in regard to their carrying out the duties of their offices. We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted against one of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


Item 11. Information with Respect to Registrant .


Company Overview


SECURE NetCheckIn Inc. is a corporation, incorporated in the State of Nevada on October 12, 2010. The Company's principal office is located at 13118 Lamar Ave, Overland Park, KS 66209. Our telephone number there is 913.945.1290.  All operations, from administration to product development, take place at this location.


The Company offers a product that is a web-based portal where patients can input healthcare and insurance information and make appointments with their medical provider using our online system.  Currently, patients call their physicians to get appointment times.  The product being developed by the Company allows patients to make appointments online and to get a text within a defined period of time letting the patient know what time the doctor will see him or her.  This eliminates the need for patients to wait in physician waiting rooms for the physician. The Company currently has one beta testing partner, an urgent care facility where 1409 unique users have used our product as of May 6, 2011.  We will work to negotiate a contract with our beta testing partner, and others, commencing in the second quarter of 2011.


Organizational Structure


Our President and Chief Executive Officer, Brandi L. DeFoor, is the only individual currently participating in the Company s start-up activities. At present, she is contributing less than 10 hours per week, without compensation, to handle the operational business functions including corporate administration and overseeing the development of the company s products.


Upon the successful acquisition of funding or an increase in sales, we plan to expand the current staff by adding employees with sales expertise. We anticipate the cost of each of these sales positions to be approximately $50,000.00 per year in commissions, and we may choose to compensate these employees with consideration other than cash, such as shares of common stock or options to purchase shares of common stock.


Assuming the availability of funds from this Offering or future sales of products, we expect to hire employees to fill the following positions:


Director of Sales & Marketing

Physician Liaison

SQL DBA  Database Administrator

Microsoft Certified .Net Systems Developer



24








We would also like to retain commissioned sales representatives, partner with a regional healthcare producer, or integrate with an established EMR ( Electronic Medical Records ) company who does not currently have a scheduling or notification system to cross-sell our services. As sales increase, we will be in a position to add customer service representatives to handle inbound calls, handle setup, and assist in operational troubleshooting.

 

Products and Services 


The mission of the Company is to provide cutting edge technology to an underserved healthcare niche to change the paradigm of the typical office visit experience from the scheduling to the exit of the visit.  Our product is designed around a software as a service model.  Both our code and the customers data resides on our server and is accessed through the internet.  The customer never takes control or gets any rights to the software code.  Clients can download their data at any time through a utility provided by our software.  The Company anticipates that it will offer the service to clients on a monthly payment schedule.


Patients interface with our software occurs via smart phone, iPad or web browser.  Patients can search open appointments within a metropolitan region or within a certain physician s group office.  When an appointment time fits the patient s searched criteria, the patient will have the ability to reserve the time and complete a pre-screening process to expedite registration upon arrival at the facility.  Specifically, patients can enter healthcare and insurance information at the site which eliminates the hand-written process often used by physicians.  The pre-screening process include a repository of family information, insurance information, and past medical issues which may assist in the delivery of healthcare.  This information will be available for future appointments, stored online and accessible by the patient anytime via login and password.


Client interface with our product is web-based.  Participating facilities will have the ability to view the scheduled appointments, import the patient information and communicate with the patient via electronic media such as smart phones and iPads.


Throughout the time the consumer enters the appointment until the time the patient arrives at the facility, the system tracks a patient queue.  Our product allows our client to define the rate at which the patients are requested to begin their transportation to the facility, and updates patients with any delays based on unforeseen complications.  This allows clients to keep their waiting rooms free of patients with sickness, and to increase the efficiency of client arrival to encounter with a provider.


The system completes the process by creating and recording a post-visit survey.  The survey provides critical feedback for physicians and facility managers to evaluate performance.  Clients have the ability to utilize one of the standard surveys or define questions themselves based on their practice.


Beta Version Test Site 


We have provided our system to our beta test partner at no cost, provided that they offer reasonable testing feedback during the test period.  We anticipate that our contract with the beta test site will convert into a revenue generating customer in the second quarter of 2011.   


At the beta testing facility, as of May 6, 2011, 1409 unique users have accessed our web-based portal. During our beta testing, we have rebooted the system three times, after hours, to perform maintenance and system upgrades.  We have had meetings and received feedback from our beta testing partner regarding their patients experience using the site.  That information has been used to make improvements and upgrades to the system.


At the point of conversion from beta site user to paying customer, we will begin the efforts to market the site to additional facilities and attempt to generate additional revenue.


25







Startup and Plan of Operation


Research and Development


Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

a.

Research and Development

$8,250(i)

$25,000(ii)

$50,000(iii)


The system, in its beta version ( Version 1 ), is currently operating for a small privately held urgent care center to handle online scheduling, continuous patient update, and the survey module.  The current architecture of the database allows for all upgrades when additional resources are available to complete ( Version 2 ).  Version 1 allows patients to choose appointments available at only the beta testing facility.  Version 2 will allow the patient to search from a much broader range of criteria and from more than just a single facility.  Additional search criteria will allow patients to search physicians by specialty which should increase usability.


The bridge from our database to that of each individual EMR will have to be completed at the time of installation of new accounts.  An electronic portal or bridge will require mapping of the data fields from our system to that of the other vendors.  


(i)

Minimum Offering.  With the system currently operating without any failures since its launch, performance testing and stabilization would be the primary goal with a minimum offering.  The site is currently operating with over 1,800 users and 250 online appointments scheduled each month.  One database administrator ( DBA ) hired for 40 hours of consulting would increase performance and solidify the structure.


(ii)

Mid-Range Offering.  In addition to the DBA performance increase, a Mid-Range Offering would result in the development of the Version 2 upgrades to allow for a facility to have multiple locations, a smart phone application, and migration to additional browsers other than Explorer.




Estimated

Task

Resource

Cost Per Hour

(blended rate)

Hours

Costs

GUI Interface

1 GUI

$75.00

120

$9,000.00

Phone App Developer

1 GUI

$62.50

60

$3,750.00

Overall Graphics

Outsource to Marketing firm



$5,500.00

Allowances for Overages


20%


$3,650.00

Total

$21,900.00


(iii)

Maximum Offering.  The Maximum Offering Amount would allow for the developments described in (i) & (ii) with the addition of the development of a fully integrated EMR. Current systems available do not include the online client portion already developed in our operational site.  This portion of completed code would expedite the development of the full product and would increase our credibility and service offering in the industry.  Our estimates below describe the timeframes and costs related to upgrading our system;




Estimated

Task

Resource

Cost Per Hour

(blended rate)

Hours

Costs

Min & Mid Offering Upgrades



$21,900.00

Requirements gathering

1 SQL DBA | 1 GUI

$75.00

40 (x 2)

$6,000.00

Database Development

1 SQL DBA

$75.00

40

$3,000.00

GUI Interface

Outsourced Offshore

$20.00

200

$4,000.00

Beta Testing & Rework

1 GUI | 1 Analyst

$62.50

40 (x2)

$6,000.00

Installation & Training

1 Analyst

$40.00

40

$1,600.00

Graphics

Outsource to Marketing firm



$2,500.00

Allowances for Overages on Maximum Offering

20%


$4,420.00

Total

$48,420.00


The costs saved or any overages will come from the reserve set aside in working capital.


26







Marketing/Advertising/Promotion


Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

b.

Marketing / Advertising /Promotion

$2,000(i)

$15,000(i)

$25,000(iii)


We are currently in the development stage of marketing, sales and promotion strategies. Initially, it appears that the most cost-effective way to generate sales will be to direct as many users as possible to the Company s website.  The site should be developed in a manner which would allow screens to be exported to media for distribution.


(i)

Minimum Offering.  With such limited funds, we will focus attention on direct sales through local, free, physician events to maximize our exposure. Two tradeshows in the region would cost around $1,500.00 and should enable enough interaction to determine the best qualities needed to recruit commissioned sales representatives.


(ii)

Mid-Range Offering.  In addition to the efforts described in (i), our goal in the Mid-Range Offer would be to engage an experienced search engine optimization ( SEO ) company in the medical space to create a plan for increasing our Google ranking and created an ad word campaign.


(iii)

Maximum Offering.  In addition to the efforts described in (i) and (ii), we would institute our full marketing campaign.  Direct mail, industry print ads and paid articles would utilize the remaining funds.


Working Capital


Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

c.

Working Capital


$40,250

$75,250


Working capital will be utilized to fund the day to day operations and serve to mitigate any overage or shortfalls in the other categories.  With a Mid-Range or Maximum Offering, our first hire will be a part time Customer Service Representative to assist with the current client, manage the marketing effort and back up the Research and Development efforts to ensure efficient use of contractors.  Commissioned Sales Representatives will be recruited through various free online tools to service the opportunities generated by the marketing/advertising efforts.


Expenses Related to the Offering


Use of Proceeds

Minimum Fees

Mid-Range

Offering

Maximum Offering

c.

Expenses Related to the Offering

$29, 750.00

$29,750.00

$29,750


Expenses related to the offering are detailed in the chart below.  These fees are estimates and any variances will be covered from Working Capital in the Mid-Range Offering and from Marketing and Product development in the Minimum Offering.

SEC registration fee


$

21.00


Blue Sky fees and expenses

 

$

350.00

 

Printing and shipping expenses

 

$

100.00

 

Legal fees and expenses

 

$

25,750.00

 

Accounting fees and expenses

 

$

3,000.00

 

Transfer agent and miscellaneous expenses

 

$

529.00

 

Total

 

$

29,750.00

 



27






Sales Strategies


We are currently in the development stage of creating our sales methodology.  Initially, it appears the most cost effective way to generate sales will be to direct as many users as possible to our Company s website.  The site will need to have the pertinent information to entice a potential user to request information.  The site should also contain in a manner which would allow screens to be exported to media for distribution.


Technology / Platform


The beta testing environment and the development server reside on a server co-located at godaddy.com .  The website is currently developed in Microsoft Visual Web Developer 2010 Express for the forward facing pages and SQL Server 2008 for the back end database.  Developed pages are served via IIS on a Windows Server 2008 box.  The security certificate offers RSA (2,048 bit) encryption.


The Company operates under the software as a service SaS model.  Customer and users access the system from any internet connection worldwide.  The Company hosts the software and allows the customers access to their specific data.  The customers and users will not have a contractual right to take possession of the software.


Future Products and Services.


As the number of users of our product grows, insurance related marketing opportunities should be available.  The insurance industry spends some of the highest per client acquisition costs for targeted data. We may have the opportunity to have advertising on our site which would further drive revenue.


If we are able to capture market share and move into the fully integrated EMR portion of the industry, there are a variety of ancillary data storage opportunities in the market.  Online personal health records would be a natural progression for expanding the product offering.


Market Needs


According to recent statistics from HIMSS (Healthcare Information and Management Systems Society), only 0.5% of U.S. hospitals currently have a complete EMR system that provides data continuity throughout the institution.  While institutions are focusing on the implementation of such systems, it is our belief that if we are able to offer a remote solution and seamlessly integrate with their current systems while decreasing the wait time for patients, we would be in a position to lead the industry.


Market Trends


Demand for healthcare services will begin to outpace supply of trained healthcare professionals. Hospitals and other healthcare facilities will need to make more effective use of their staff to ensure all shifts are covered appropriately. Outside help and temporary staffing won't always be readily available. And, when it is, the urgent care facility will be charged a premium for their services. Workforce management and advanced scheduling technology can help the urgent care facility reduce labor costs and turnover, while improving productivity and patient satisfaction.


Personal Health Records ( PHRs ), once rejected by providers and academics, are quickly becoming recognized as a viable method in which to transport patient data and will complement EMRs and EHRs (electronic health records) through systems which are easily integrated with open architecture.  Advances in secure personal storage, smart card, and software technology will help drive this trend.



28







Market Growth


The shift to EMRs and EHRs has already taken off, but even now there is plenty that needs to be done. This is because the task at hand is sizable and can only be completed if the necessary financial and logistical support is made available to all of the parties involved. It is estimated that over $140 Billion will be spent every year in the some type of EMR conversions.

 

With increased digitization (the process of moving from paper to electronic records), it has now become easier to manage medical records that have become more comprehensive.  These records can include everything from patient information to diagnostic care and prescription data. As of now, electronic medical records are being used for a wide variety of purposes such as for getting multiple views on diagnostic care and treatment, for assessing preventive measures for various illnesses, and for assessing the outcome of clinical trials and research. They are also being used for assessing eligibility for health insurance plans, claims settlements, and financial lending. Apart from these, electronic medical records are helping medical research organizations to keep a tab on common ailments and their prevalence in specific areas such as county, state, national and international levels.



Competition


There are multiple competitors in each segment of the industry, from small local players to giants like Google Health, which is a repository where individuals may store their own medical records, to small players who deal specifically with scheduling.  The smaller companies are typically based in ancillary service industries such as the food industry.  Their primary concern is managing the queue for an organization, not addressing the full lines of service we provided.  These competitors will likely see the advantage of increasing information and making the overall process more streamlined.


The Company s largest competitors are focused on the facility portion of the issue, mostly because of the substantial government subsidies currently available.  Making sure the physicians or operators have an efficient method to translate information into the repository leaves out the patient experience improvement.


Goliaths like Google Health who are focusing on storing solely the information of the patient will have a difficult time integrating with each individual EMR.  Taking a public approach will require an open source module to allow for the integration of such systems and may violate the HIPAA regulations surrounding the healthcare environment.


Each competitor poses a significant risk to the success of the operation.


Laws and Regulations


The Company will be subject to The Health Insurance Portability and Accountability Act (HIPAA) of 1996.  Specifically, the HIPAA Privacy Rules governs the use and disclosure of patient information.



29





Management's Discussion and Analysis or Plan of Operation


The following discussion of our financial condition and plan of operation should be read in conjunction with the Company s financial statements, the notes to those statements and the information included elsewhere in this Prospectus. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under Risk Factors and elsewhere in this Prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.


Overview


The Company plans to develop its business in three stages: (1) validate market demand through continued development of the operating beta test site within the urgent care center; (2) develop a specific plan to increase the usability of the product from the comments acquired from the center; and (3) leverage the current relationships with the providers within the center to begin negotiations with associate providers.  In the event that the Minimum Offering Amount is raised in this Offering, the proceeds received will provide the means for the Company to continue testing and allow for limited marketing. If the Company raises the Maximum Offering Amount, those proceeds will be used for the same purposes, but the Company will be able to proceed with product development while increasing the budget for a broader promotional campaign.


Plan of Operation


We are a start-up company with limited beta testing operations and anticipate that we will begin generating revenue in the second quarter of 2011 with our current beta testing partners, and possibly others.


Limited Operating History; Need for Additional Capital


There is no historical financial information about us upon which to base an evaluation of our performance. We are in the start-up phase of development, are just beginning to generate revenues from operations and cannot guarantee we will be successful in our business operations.


Liquidity and Capital Resources


We are attempting to raise money from this Offering to generate cash to begin operations. As of December 31, 2010, our total assets were $10,008, and our total liabilities were $6,760.


The Company has no firm cash commitments for capital expenditures and is expending no capital pending completion of this Offering. The Company s anticipated capital requirements are modest in part due to characteristics inherent to the way the Company is managing its software development. The Company will use godaddy.com for website hosting and has no associated infrastructure cost. The Company expects that the minimum proceeds from this Offering will be sufficient to support its business plan for twelve months. If the Company receives proceeds in excess of the Minimum Offering Amount, the pace at which the Company can pursue its business plan will be accelerated. Initially, the Company anticipates conducting marketing efforts through the use of outside sales representatives on a commission basis. If it receives only minimum proceeds, the Company will limit the number of markets it can target in initial promotional product campaigns. The Company is in its development stage and has not begun operations. As such, the Company has no historical periods with which to compare anticipated capital requirements in the future. The Company will use the proceeds from this Offering to support its capital requirements. To the best of the Company s knowledge, it is not aware of any event or future trend which would cause the Company s anticipated capital requirements to exceed the Minimum Offering Amount.


The Company anticipates generating enough revenue from the conversion of the beta test client into a revenue producing customer in the second quarter of 2011 to maintain the website hosting operations for the remainder of 2011 and into the first quarter of 2012.

30








Important Assumptions


The recent trend in web-based consumer solutions should benefit the Company; however, the physician practices may be resistant to change thereby reducing the Company s chance for success.


Description of Property


The Company owns no real estate. SECURE NetCheckIn Inc. is currently utilizing space in Overland Park, KS. The property is owned by our President and Chief Executive Officer, Brandi L. DeFoor, and the Company presently pays no rent to occupy the space. There is no obligation for or guarantee that this arrangement will continue in the future.


The website is co-located with www.godaddy.com to insure favorable service times while offering the flexibility of increasing data storage and bandwidth without the delay of acquisition and installation of owned services. When revenues and/or raised capital allows, a development environment will be created within the physical location to speed access. Long term, the Chief Technology Officer will make a determination as to the operational location of the production website.


Experts


The financial statements of SECURE NetCheckIn Inc. as of December 31, 2010 and for the period from October 12, 2010 (inception) through December 31, 2010, included in this Registration Statement have been audited by Weaver & Martin, LLC, independent registered public accounting firm, and have been so included in reliance upon the report of Weaver & Martin, LLC given on the authority of such firm as experts in accounting and auditing.


31








Certain Relationships and Related Transactions


Since inception, the following transactions were entered into with our shareholders.


Our sole shareholder, Brandi L. DeFoor, acquired her shares with the intent to hold the shares for investment purposes and not with a view to further resale or distribution, except as permitted under exemptions from registration requirements under applicable securities laws.  The certificate was issued with a restrictive legend with respect to the issuance of securities pursuant to exemptions from registration requirements under the Securities Act.

 

Market for Common Equity and Related Stockholder Matters


No Public Market for Common Stock


There is no public market for our common stock. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us to apply for such listing. We are unable to estimate if or when we expect to undertake this endeavor. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits investors ability to sell their Shares. The market price of the Shares of common stock is likely to be highly volatile and may be significantly affected by factors such as actual or anticipated fluctuations in the Company s operating results, announcements of technological innovations, new products and/or services or new contracts by the Company or its competitors, developments with respect to copyrights or proprietary rights, adoption of new accounting standards or regulatory requirements affecting the insurance business, general market conditions and other factors. In addition, the stock market from time to time experiences significant price and volume fluctuations that may adversely affect the market price for the Company s common stock.


Shareholders of Our Common Shares


As of the date of this Prospectus, we have one shareholder of record.


Rule 144 Shares


There are currently no outstanding warrants for the purchase of shares of common stock and no shares of common stock reserved under any employee stock option plans. As of the date of this Prospectus, 3,100,000 shares of common stock are issued and outstanding. There currently are no shares of common stock or common stock equivalents which can be resold in the public market in reliance upon the safe harbor provisions of Rule 144, as promulgated under the Securities Act of 1933.


Upon the date this Registration Statement becomes effective, a total of 900,000 shares of our common stock will become available for sale to the public. The 3,100,000 shares of common stock outstanding as of the date of this Prospectus are considered restricted securities because they were issued in reliance upon an exemption from the registration requirements of the Securities Act and not in connection with a public offering. Pursuant to Rule 144 under the Securities Act, at such time as the Company has become a reporting issuer under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, these restricted shares will become available for resale to the public at the rate of one percent (1%) of total issued and outstanding shares of the Company during a three-month period. In general, under Rule 144, as amended, an affiliate of a reporting company may resell restricted securities after a six-month holding period, subject to the current public information requirements, volume limitations, manner of sale requirements and notice of proposed sale requirements.


As of the date of this Prospectus, one person, Brandi L. DeFoor, holds 100% of our outstanding shares of common stock.


32






 

Stock Option Grants


To date, we have not granted any stock options.


Registration Rights


We have not granted registration rights to any holder of shares of our common stock.


Dividends


There are no restrictions in our Amended and Restated Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

 

1. 

We would not be able to pay our debts as they become due in the usual course of business; or

 

 

 

 

2. 

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.


We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.


Executive Compensation


Brandi L. DeFoor, the Company's sole officer and director, does not receive any compensation for her services rendered to the Company since inception, has not received such compensation in the past and is not accruing any compensation pursuant to any agreement with the Company. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity.  There are also no arrangements or plans to provide retirement, pension or similar benefits. We do not currently have any bonus or incentive plans available. However, stock options may be granted at the direction of the board of directors.


Reports to Security Holders


We have filed with the SEC a registration statement (the Registration Statement ) on Form S-1/A (including exhibits) under the Securities Act with respect to the shares to be sold in this Offering. This Prospectus, which forms part of the registration statement, does not contain all the information set forth in the Registration Statement as some portions have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to our Company and the Shares offered in this Prospectus, reference is made to the Registration Statement, including the exhibits filed thereto, and the financial statements and notes filed as a part thereof. With respect to each such document filed with the SEC as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved. We are not currently subject to the informational requirements of the Securities Exchange Act of 1934 (the Exchange Act ). As a result of the offering of the Shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, we will file quarterly and annual reports and other information with the SEC and send a copy of our annual report together with audited consolidated financial statements to each of our shareholders. The Registration Statement, such reports and other information may be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N. E., Washington, D. C. 20549. Copies of such materials, including copies of all or any portion of the Registration Statement, may be obtained from the Public Reference Room of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC s home page on the internet ( http://www.sec.gov ).


Dealer Prospectus Delivery Obligation


Until August 1, 2011, 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.


33






SECURE NETCHECKIN INC.


AS OF DECEMBER 31, 2010


AND FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION)

THROUGH DECEMBER 31, 2010

(AUDITED)


Financial Statements

 

Table of Contents

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Balance Sheet

F-3

 

 

Statement of Operations

F-4

 

 

Statement of Changes in Stockholders Equity

F-5

 

 

Statement of Cash Flows

F-6

 

 

Notes to the Financial Statements

F-7

 

F-1






To the Board of Directors and Shareholders

SECURE NetCheckIn Inc.

Overland Park, Kansas


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the balance sheet of SECURE NetCheckIn Inc. (the Company ) (A Development Stage Company) as of December 31, 2010 and the related statements of operations, changes in stockholders equity, and cash flows for the period from October 12, 2010 (inception) to December 31, 2010.  The Company s management is responsible for these financial statements.  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.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting.  Accordingly, we express no such opinion.  Our audit of the financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement 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 SECURE NetCheckIn Inc. as of December 31, 2010, and the results of its operations, changes in stockholders equity, and cash flows for the period from October 12, 2010 (inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.


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 suffered a loss from operations and is dependent upon the continued sale of its securities or obtaining debt financing for funds to meet its cash requirements. These factors raise substantial doubt about the Company s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Weaver & Martin, LLC.

Kansas City, Missouri

March 28, 2011


F-2






SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET


 

 

 

 

 

 

December 31, 2010

 

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash

 

$

79

 

TOTAL CURRENT ASSETS

 

 

79

 

 

 

 

 

 

Deferred offering costs

 

 

6,760

 

Intellectual Property Software


$

3,169


TOTAL ASSETS

 

$

10,008

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts Payable

 

$

6,760

 

TOTAL CURRENT LIABILITIES

 

 

6,760

 

 

 

 

 

 

Commitments and contingencies (Notes 2, 4, 5, 6, 7, 8 and 9)

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

Preferred stock, $0.001 par value, Authorized: 75,000,000 shares, Issued and outstanding: None

 

 

-

 

Common stock, $0.001 par value, Authorized: 425,000,000 shares, Issued and outstanding: 3,100,000 shares

 

 

3,100

 

Additional Paid in Capital



169


Deficit accumulated during the development stage

 

 

(21

)

TOTAL STOCKHOLDERS' EQUITY

 

 

3,248

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

10,008

 


The accompanying notes are an integral part of the financial statements.


F-3






SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS


 

 

 

 

 

 

For the period from

 

 

 

October 12, 2010

 

 

 

(Inception) to

 

 

 

December 31, 2010

 

 

 

 

 

REVENUE

 

$

-

 

 

 

 

 

 

EXPENSES

 

 

 

 

General and administrative

 

 

 

 

Bank Charges

 

 

21

 

Total Expenses

 

 

21

 

NET (LOSS)

 

$

(21

)

 

 

 

 

 

NET LOSS PER SHARE

 

 

 

 

Basic and diluted

 

$

(0.00

)

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES

 

 

 

 

Basic and diluted

 

 

3,100,000

 


The accompanying notes are an integral part of the financial statements.


F-4






SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) TO DECEMBER 31, 2010


 

 

 

 

 

 

(Deficit)

 

 

 

 

 

Common Stock,

 

Accumulated

 

Total

 

 

 

$0.001 Par Value

Additional Paid

In Capital

During the

 

Stockholders'

 

 

 

Shares

 

Amount


Development Stage

 

Equity

 

 

 

 

 

 

 

 

 

 

 

Shares issued at $0.001 per share on October 12, 2010

 

 

3,100,000

 

$

3,100

 $                 169

$

-

 

$

3,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, period ended December 31, 2010

 

 

-

 

 

-

                        -

 



 

(21

)

Balance, December 31, 2010

 

 

3,100,000

 

3,100

 $                 169

 

(21

)

 

3,248

 


The accompanying notes are an integral part of the financial statements.



F-5






SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS


 

 

 

 

 

 

For the period from

 

 

 

October 12, 2010

 

 

 

(Inception) to

 

 

 

December 31, 2010

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net (Loss)

 

$

(21

)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

(Increase) in deferred offering costs

 

 

(6,760

)

Increase in accounts payable

 

 

6,760

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

(21

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Proceeds from sale of common stock

 

 

100

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

100

 

 

 

 

 

 

INCREASE IN CASH

 

 

100

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

 

-

 

 

 

 

 

 

CASH, END OF PERIOD

 

$

79

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

Interest paid

 

$

-

 

Income taxes paid

 

$

-

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH TRANSACTIONS:

 

 

 

 

Intellectual property contributed for stock

 

$

3,169

 


The accompanying notes are an integral part of the financial statements.


F-6







SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS


DECEMBER 31, 2010

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS


SECURE NetCheckIn Inc. (the "Company") was incorporated in the State of Nevada on October 12, 2010. The Company is a Development Stage Company as defined by Statement of Financial Accounting Standards ("SFAS") No. 7. The Company plans to offer a web-based back office scheduling and appointment management system for urgent care centers or physicians offices.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


a) Basis of Presentation


The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has no business operations and has negative working capital and minimal stockholders equity.  These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

 

In view of these matters, continuation as a going concern is dependent upon the continued   operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

 

The company plans to improve its financial condition through a public offering as described in Note 6. However, there is no assurance that the Company will be successful in accomplishing this objective. Management believes that this plan provides an opportunity for the Company to continue as a going concern.

 

b) Cash and Cash Equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

 

c) Use of Estimates and Assumptions


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts or revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

d) Fair Value of Financial Instruments


ASC Topic 820-10 requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2010.


F-7







The respective carrying value of certain on-balance-sheet financial instruments approximates their fair values. These  financial instruments include cash, stock subscriptions receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value, or they are receivable or payable on demand.  See Note 8 for further details.

 

e) Revenue Recognition


The Company has not generated any revenues since entering the development stage.  It is the Company's policy that revenues will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition". Under ASC Topic 605-10-25, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured.

 

f) Stock-based Compensation


The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. To date, the Company has not adopted a stock option plan and has not granted and stock options.

 

g) Income Taxes


The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes.  Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.


Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.


 

h) Basic and Diluted Net Loss per Share


The Company computes net loss per share in accordance with ASC Topic 260-10, "Earnings per Share". ASC Topic 260-10 requires presentation of both basic and diluted per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive shares if their effect is anti-dilutive.  The Company had no dilutive common stock equivalents as of December 31, 2010.


F-7







i) Development Stage Company


Based on the Company's business plan, it is a development stage Company since planned principle operations have not yet commenced. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply to developing enterprises. As a development stage enterprise, the Company discloses its retained earnings (or deficit accumulated) during the development stage and the cumulative statements of operations and cash flows from commencement of development stage to the current balance sheet date. The development stage began on October 12, 2010, when the Company was organized.


j) Concentrations


The Company is not currently a party to any financial instruments that potentially subject it to concentrations of credit risk.


k) Recent Pronouncements


There were various accounting standards and interpretations issued during 2010, none of which are expected to have a material impact on the Company's financial position, operations, or cash flows.



NOTE 3 - GOING CONCERN


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  The Company has incurred a net loss of ($21) for the period from October 12, 2010 (inception) to December 31, 2010.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.  


The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital.  The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.


The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.


F-7







NOTE 4 - CAPITAL STOCK


Preferred Stock. The Company has authorized 75,000,000 shares of preferred stock with a par value of $.001 per share. These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors. The Company has not issued any preferred shares as of December 31, 2010


Common Stock . The Company has authorized 425,000,000 shares of common stock with a par value of $.001 per share. As of December 31, 2010, there were 3,100,000 shares issued and outstanding.


On October 12, 2010, (inception), the Company issued 3,100,000 shares of common stock to the president and director of the Company at $.001 per share, in exchange for  $100 in cash and intellectual property valued at $3,169.  The intellectual property was valued at its historical costs.


NOTE 5 - INCOME TAXES


Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company's deferred tax assets consist entirely of the benefit from operating loss (NOL) carry forwards. The net operating loss carry forward, if not used, will expire in various years through 2028, and is severely restricted as per the Internal Revenue code, if there is a change in ownership. The Company's deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carry forwards. Net operating loss carry forwards may be further limited by other provisions of the tax laws.


The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows:


 

 

Estimated

 

 

 

Estimated

 

 

 

Change in

 

 

 

 

 

NOL Carry-

 

NOL

 

Tax Benefit

 

Valuation

 

Valuation

 

Net Tax

 

Period Ending:

 

Forward

 

Expires

 

from NOL

 

Allowance

 

Allowance

 

Benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

21

 

 

2030

 

 

3

 

 

(3

)

 

(3

)

 

-

 


Income taxes at the statutory rate are reconciled to the Company's actual income taxes as follows:


Income tax

 

 

(15.00)

%

Deferred income

 

 

15.00

%

Actual tax rate

 

 

0

%



F-7






NOTE 6 - RELATED PARTY TRANSACTIONS


The Company uses the offices of its President for its minimal office facility needs for no consideration. No provision for these costs has been provided since it has been determined that they are immaterial.  The President is working without compensation and has not accrued any compensation for her time associated with the beta test customer.


NOTE 7 - DEFERRED OFFERING COSTS


As of December 31, 2010 the Company had incurred $6,760 related to a proposed public offering of its securities. The Company has carried these costs as deferred offering costs in its financial statements. If the offering is successful, these costs will be charged against the proceeds. If the offering is unsuccessful, these costs will be expensed.


NOTE 8 FAIR VALUE MEASUREMENTS


The Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis.  The adoption of ASC Topic 820-10 did not impact the Company s financial condition or results of operations.  ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability.  The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:


Level 1  Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.


Level 2  Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.


Level 3  Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.


The Company has no level 3 assets or liabilities.


The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:



Level 1


Level 2


Level 3


Fair Value

Cash

$79






79

Accounts payable

-


$6,760




$6,760










NOTE 9 - SUBSEQUENT EVENTS


The Company s Management has reviewed all material events through March 28, 2011 in accordance with ASC 855-10, and believes there are no material subsequent events to report.


F-7







  Item 12A.   Disclosure of Commission Position on Indemnification of Securities Act Liabilities .


We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by one of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



PART II - INFORMATION NOT REQUIRED IN PROSPECTUS




Item 13.   Other Expenses of Issuance and Distribution


The following table sets forth all estimated costs and expenses payable by the Company in connection with the Offering for the securities included in this registration statement:


SEC registration fee

 

$

21.00

 

Blue Sky fees and expenses

 

$

350.00

 

Printing and shipping expenses

 

$

100.00

 

Legal fees and expenses

 

$

25,750.00

 

Accounting fees and expenses

 

$

3,000.00

 

Transfer agent and miscellaneous expenses

 

$

529.00

 

Total

 

$

29,750.00

 


All expenses are estimated except the SEC filing fee.


Item 14.   Indemnification of Directors and Officers


The Company s directors and executive officers are indemnified as provided by the Nevada Revised Statutes and its Bylaws. These provisions state that certain persons (hereinafter called "lndemnitees") may be indemnified by a Nevada corporation pursuant to the provisions of applicable law, namely, any person (or the heirs, executors or administrators of such person) 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, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Company will indemnify the Indemnitees in each and every situation where the Company is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Company will also indemnify the Indemnitees in each and every situation where, under the aforesaid statutory provisions, the Company is not obligated, but is nevertheless permitted or empowered, to make such indemnification. Before making such indemnification with respect to any situation covered under the foregoing sentence, the Company will make a determination as to whether each Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee's conduct was unlawful. No such indemnification shall be made (where not required by statute) unless it is determined that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee's conduct was unlawful.



34








Item 15.   Recent Sales Of Unregistered Securities .


In connection with the organization of the Company, the sole shareholder of the Company received 3,100,000 shares of Company common stock in exchange for her contribution of the Company s technology.  The 3,100,000 shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the Act: ). These shares of our common stock qualified for exemption under Section 4(2) of the Act since the issuance of shares by us did not involve a public offering. The offering was not a "public offering," as defined in Section 4(2), due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these individuals had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for an exemption under Section 4(2) of the Act for this transaction.


The foregoing sale to a director with superior access to all corporate and financial information of the Company was exempt from the registration requirements of the Securities Act on the basis that the transaction did not involve a public offering.

 

Item 16.   Exhibits and Financial Statement Schedules.


Exhibit No.

 

Description

3.1

 

Amended and Restated Articles of Incorporation

3.2

 

Bylaws

4.1

 

Specimen common stock certificate

5.1

 

Opinion of Seck & Associates LLC

10.2

 

Subscription Agreement

23.1

 

Consent of Seck & Associates LLC (see Exhibit 5.1)

23.2

 

Consent of Weaver & Martin, LLC for use of their report


Item 17.   Undertakings


We hereby undertake:


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


(i) 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 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 a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; and


(iii) To include any additional or changed material information on the plan of distribution.


2. That, for the purpose of determining any liability under the Securities Act, 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 to be the initial bona fide offering thereof.


3. 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.



35







 

4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment 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, 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 such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


5. For determining any liability under the Securities Act of 1933:


(i) we shall treat the information omitted from the form of Prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of Prospectus filed by us under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective. For determining any liability under the Securities Act of 1933, we shall treat each post-effective amendment that contains a form of Prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.


(ii) we shall treat each Prospectus filed by us pursuant to Rule 424(b)(3) as part of the registration statement as of the date the filed Prospectus was deemed part of and included in the registration statement. Each Prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of Prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the Prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that Prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date; or


(iii) we shall treat each Prospectus filed pursuant to Rule 424 (b) as part of a registration statement relating to an offering, other than registration statement relying on Rule 430B or other than Prospectuses filed in reliance on rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

6. That in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

36









Signatures


In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1/A and authorized this registration statement to be signed on its behalf by the undersigned in the City of Overland Park, State of Kansas on May 9, 2011.

 

SECURE NetCheckIn Inc.

 

By: /s/ Brandi L. DeFoor

President and Chief Executive Officer

 

In accordance with the requirements of the Securities Act, this Registration Statement was signed by the following persons in the capacities and on the dates stated.

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

/s/ Brandi L. DeFoor

 

President, Chief Executive Officer and Director (principal executive officer; principal financial and accounting officer)

 

May 9, 2011

 

 

 

 

 






 

37








[AMENDEDANDRESTATEDARTICLE002.GIF]



[AMENDEDANDRESTATEDARTICLE004.GIF]



[AMENDEDANDRESTATEDARTICLE006.GIF]



[AMENDEDANDRESTATEDARTICLE008.GIF]



[AMENDEDANDRESTATEDARTICLE010.GIF]



EXHIBIT 5.1

 

 

 

 

 

 

May 9, 2011


VIA ELECTRONIC TRANSMISSION


Securities and Exchange Commission

100 F Street, N. E.

Washington, DC 20549


Re:

SECURE NetCheckIn Inc.

                Amendment 1

                Form S-1 Registration Statement


Ladies and Gentlemen:


We refer to the above-captioned registration statement on Form S-1 (the Registration Statement ) under the Securities Act of 1933, as amended (the Act ) filed by SECURE NetCheckIn Inc., a Nevada corporation (the Company ), with the Securities and Exchange Commission.


We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.


Based on our examination mentioned above, we are of the opinion that the 900,000 shares of common stock being offered pursuant to the Registration Statement are duly authorized and will be, after subscription for and when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.


Very truly yours,

 

/s/ Sheila L Seck


Seck & Associates LLC





SUBSCRIPTION AGREEMENT

SECURE NetCheckIn Inc.


Subscription Date:


Price Per Share:


Minimum Purchase:



THIS SUBSCRIPTION AGREEMENT ( Agreement ) is by and between the undersigned ( Subscriber ) and _______________________________________



WHEREAS, the Company intends to obtain subscriptions for the purchase and sale, in an offering registered under the Securities Act of 1933, as amended (the Act ), on Amendment No. __ to Registration Statement on Form S-1/A (the Registration Statement ) filed with the Securities and Exchange Commission (the Offering ) of the Company s common shares (the Shares ) as follows:


Minimum Offering of Common Shares:

 

Maximum Offering of Common Shares:



The terms and conditions of the Offering are as set forth in the prospectus (the Prospectus ) which is a part of the Company s Registration Statement, and the Subscriber desires to acquire that number of Shares set forth on the signature page hereof.  This Agreement incorporates terms as defined by the Company s Registration Statement.

 

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:


1.

Subscription Procedure


1.1 Subject to the terms and conditions set forth herein and in the Registration Statement , the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at the price per Share (the Purchase Price ) set forth above .  The Company agrees to sell such Shares to the Subscriber for the Purchase Price.


1.2 The subscription period (the Offering Period ) will begin as of the date the Registration Statement is declared effective by the Securities and Exchange Commission ( SEC ) and u nless terminated earlier by the Company in its sole and absolute discretion , the Offering Period will terminate on


1.3 The Shares will be offered on a minimum/maximum basis as more particularly set forth in the Registration Statement.   U nless the Company elects to waive the requirement , the minimum dollar amount of Shares that may be purchased by the Subscriber is  


1.4 The consummation of the Offering is subject to the satisfaction of the closing conditions set forth in Section 5 of this Agreement.


1.5 The Purchase Price will be : ( i ) placed in escrow at the bank set forth in Section 1.6 pursuant to an escrow agreement (the Escrow Agreement ) by and between the Company and its escrow agent , Seck & Associates LLC (the Escrow Agreement ), and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering pursuant to this Agreement (the Closing ) .


1.6 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than twenty (20) days following the C losing of the Offering.  The Subscriber hereby authorizes and directs the Company to deliver the Shares to be issued to the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated on the signature page hereof .




1.5

This executed Subscription Agreement shall be forwarded to:


David S. Brown, JD

Seck & Associates LLC

7285 W 132 nd Street, Suite 240

Overland Park, KS 66213

Phone: 913.232.2270

Fax: 800.976.9425

Email: dbrown@seckassociates.com


1.6

The Purchase Price for the Shares purchased hereunder shall be paid by wire transfer to the bank set forth below in an amount equal to the total purchase price for the number of Shares you desire to purchase, as per the following instructions:


FREEDOM BANK

FED ABA #101015088

C/O ESCROW # 4003134


All wire transfers should be accompanied by a notification of the wire to the attention of David S. Brown at the above address.


1.7

The Company may, in its sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to Closing.  


2.

Representations and Covenants of Subscriber .


2.1

The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that

(i) the Company will likely need additional capital but has no assurance of additional necessary capital;

(ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares;

(iii) an investor may not be able to liquidate his or her investment;

(iv) there is currently no market for the Shares;

(v) an investor could sustain the loss of his or her entire investment;

(vi) the report of the Company s independent registered public accounting firm contains an opinion that there is substantial doubt about the Company s ability to continue as a going concern because the Company has limited  operations, has negative working capital and minimal stockholders equity for the year ended


(vii) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company s business, and the industries and markets in which the Company will compete, as well as risks associated with the Offering, and the other transactions contemplated herein, in the Registration Statement, all as more fully set forth herein and in the Registration Statement.  


2.2

The Subscriber represents that he or she is able to bear the economic risk of an investment in the Shares.  


2.3

The Subscriber acknowledges that he or she has reviewed all of the documents furnished or made available by the Company to evaluate the merits and risks of such an investment and that he or she recognizes the highly speculative nature of this investment.  


2.4

The Subscriber acknowledges receipt and careful review of the Prospectus, this Agreement, and any other exhibits or attachments hereto and thereto (collectively, the Offering Documents ) and hereby represents that he, she or it has been furnished or given access by the Company during the course of this Offering with or to all information regarding the Company and its respective financial condition and results of operations which the Subscriber had requested or desired to know; that all documents which could be reasonably provided have been made available for the Subscriber s inspection and review; that the Subscriber has been afforded the opportunity to



Page 1 of 9


ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the Offering, and any additional information which he, she or it had requested.  


2.5

The Subscriber acknowledges that this Offering of Shares may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information.  The Subscriber acknowledges that he, she or it must retain his, her or its own professional advisors to evaluate the tax and other consequences of an investment in the Shares.


2.6

The Subscriber acknowledges that neither the SEC nor any state securities commission has approved or disapproved of the Shares or passed upon the accuracy or adequacy of the Prospectus.  


2.7

The Subscriber understands that the Company will review this Agreement, and the Company reserves the unrestricted right to reject or limit any subscription and to close the offering at any time.


2.8

The Subscriber hereby represents that the address of the Subscriber furnished on the signature page of this Agreement is the undersigned's principal residence if he or she is an individual or its principal business address if it is a corporation or other entity.


2.9

The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or its agents, employees or affiliates and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.


2.10

If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it is authorized and otherwise duly qualified to purchase and hold the Shares; and (ii) that this Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the undersigned.


2.11

If the Subscriber is not a United States person, such Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares.  Such Subscriber's subscription and payment for, and his or her or her continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of the Subscriber's jurisdiction.


3.

Representations by the Company .


Except as set forth in the Registration Statement or any other items provided to Subscriber, the Company represents and warrants to the Subscriber that:


3.1

Organization and Authority .  The Company, and its respective subsidiaries, if any (i) is a corporation validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted, and (iii) has all requisite corporate power and authority to execute, deliver and perform their obligations under this Agreement and the Offering Documents being executed and delivered by it in connection herewith, and to consummate the transactions contemplated hereby and thereby.


3.2

Qualifications .  The Company, and each of its respective subsidiaries, if any, is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where such qualification is necessary and where failure to so qualify could have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries, taken as a whole or has the affect of preventing the Company from performing any of its duties or obligations under this Agreement. (a Material Adverse Effect ).


 

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3.3

Corporate Authorization .  The Offering Documents have been duly and validly authorized by the Company. This Agreement, assuming due execution and delivery by the Subscriber, when the Subscription Agreement is executed and delivered by the Company, will be, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors rights generally and general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.


3.4

Non-Contravention .  The execution and delivery of the Offering Documents by the Company, the issuance of the Shares as contemplated by the Offering Documents, with or without the giving of notice or the lapse of time, or both, will not (i) result in any violation of any provision of the articles of incorporation or by-laws or similar instruments of the Company or its respective subsidiaries, (ii) conflict with or result in a breach by the Company  or its respective subsidiaries of any of the terms or provisions of, or constitute a default under, or result in the modification of, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or its respective subsidiaries, pursuant to any agreements, instruments or documents or any indenture, mortgage, deed of trust or other agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or any of its properties or assets are bound or affected, in any such case which would have a Material Adverse Effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its respective subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform their obligations under, the Offering Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over Company or any of its subsidiaries or any of its respective properties or assets that would, except with respect to violations of federal and state securities laws, have a Material Adverse Effect, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Offering Documents, (iv) have any Material Adverse Effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or its subsidiaries to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or its subsidiaries to make use thereof or (v) except for applicable requirements of federal securities laws and state securities or blue-sky laws, requiring  filing with, or permit, authorization, consent or approval of, any third party, public body or authority.


3.5

Information Provided .  The Company hereby represents and warrants to the Subscriber that the information set forth in the Prospectus and any other document provided by the Company (or the Company s authorized representatives) to the Subscriber in connection with the transactions contemplated by this Agreement, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.


3.6

Events Subsequent .  Other than in the ordinary course of the Company s business, the Company has disclosed to the Subscriber:


(a)

Any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of the Company;

(b)

Any damage, destruction or property loss, whether or not covered by insurance, affecting adversely the properties or business of the Company;

(c)

Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any redemption, purchase or other acquisition of any such shares;

(d)

Any subjection to any lien on any of the assets, tangible or intangible, of the Company other than in the ordinary course of business;

(e)

Any incurrence of indebtedness or liability or assumption of obligations by the Company other than in the ordinary course of business;

(f)

Any waiver or release by the Company of any right of any material value;

(g)

Any compensation or benefits paid to officers or directors of the Company;

(h)

Any change made or authorized in the articles of incorporation or bylaws of the Company, except standard corporate minutes pertaining to this transaction and other items approved in the ordinary course of business;




Page 3 of 9


                (i)

Any loan to or other transaction with any officer, director or stockholder of the Company giving rise to any claim or right of the Company against any such person or of such person against the Company; or

(j)

Any material adverse change in the condition (financial or otherwise) of the respective properties, assets, liabilities or business of the Company; or

(k)

Any agreement, written or otherwise, to take any of the foregoing actions.


3.7

Compliance with Law .  Neither the Company nor any of its respective subsidiaries is in violation of or has any liability under any statute, law, rule, regulation, ordinance, decision or order of any governmental agency or body or any court, domestic or foreign, except where such violation or liability would not individually or in the aggregate have a Material Adverse Effect and to the knowledge of the Company there is no pending investigation that would reasonably be expected to lead to such a claim.


3.8

Consents .  The Company has all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses, filings and permits of, with and from all applicable judicial, regulatory and other legal or governmental agencies and bodies and all third parties, foreign and domestic (collectively, the Consents ), to own, lease and operate their respective properties and conduct their respective businesses as are now being conducted and as disclosed in the Prospectus, except where the failure to have such Consent would not have a Material Adverse Effect.  Each such Consent is valid and in full force and effect, and the Company has not received written notice of any investigation or proceedings which results in or, if decided adversely to the Company, could reasonably be expected to result in, the revocation of, or imposition of a materially burdensome restriction on, any Consent.  


3.9

Intellectual Property .  The Company does not have any knowledge of any claim that, or inquiry as to whether, any product, activity or operation of the Company infringes upon or involves, or has resulted in the infringement of, any trademarks, trade-names, service marks, patents, copyrights or other proprietary rights of any other person, corporation or other entity; and no such proceedings have been instituted, are pending or are threatened against the Company.  The Company: (i) owns or possesses all rights to use, option and/or license, as the case may be, all patents, patent applications, provisional patents, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, mask works, customer lists, internet domain names, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, Intellectual Property ) necessary for the conduct of their respective businesses as being conducted and as described in the Offering Memorandum and (ii) does not believe that the conduct of their respective businesses does or will conflict with, and have not received any notice of any claim of conflict with, any such right of others, which conflict would have a Material Adverse Effect.  All Intellectual Property developed by and belonging to Company (including, without limitation, that which is developed by consultants to Company which has not been patented has been kept confidential so as, among other things, all such information may be deemed proprietary to Company. To Company s knowledge, there is no infringement by third parties of any Intellectual Property.  There are no pending or, to Company s knowledge, threatened actions, suits, proceedings or claims by others challenging Company s rights in or to any Intellectual Property, and there are no facts which would form a reasonable basis for any such claim.  There is no pending or, to Company s knowledge, threatened action, suit, proceeding or claim by others that Company infringes or otherwise violates any Intellectual Property rights of others, in each case which would be reasonably likely to have a Material Adverse Effect, and Company is not aware of any other fact which would form a reasonable basis for any such claim.


3.10

Legal Compliance .  To the best knowledge of the Company, after due investigation, no claim has been filed against the Company alleging a violation of any applicable laws or regulations of foreign, federal, state and local governments and all agencies thereof.  The Company holds all of the material permits, licenses, certificates or other authorizations of foreign, federal, state or local governmental agencies required for its respective business as presently conducted.


3.11

No SEC or NASD Inquiries .  The Company and none of its past or present officers or directors are, or has ever been, the subject of any formal or informal inquiry or investigation by the SEC or NASD.


3.12

Disclosure .  The representations and warranties and statements of fact made by the Company in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material



Page 4 of 9


fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.  The Company is and, at all times up to and including consummation of the transactions contemplated by this Agreement, and after giving effect to application of the net proceeds of the Offering, will not be, subject to registration as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), and is not and will not be an entity controlled by an investment company within the meaning of the 1940 Act.  The Company will: (i) utilize the proceeds of the Offering in accordance with the Use of Proceeds section of the Prospectus and (ii) initially utilize the proceeds of the Offering in such a manner so as to cause Company not to be subject to the 1940 Act, and will thereafter use its best efforts to avoid Company becoming subject to the 1940 Act.


3.13

Securities Law Compliance .  Subject to the accuracy and completeness of the representations and warranties of the Subscriber contained in this Agreement, the Company has complied and will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Shares hereunder.  


4.

Covenants of the Company .  The Company covenants with the Subscriber as follows, which covenants are for the benefit of the Subscriber and its, his or her permitted assignees.


4.1

Securities Compliance .  The Company shall take all necessary action as may be required or permitted by applicable law, rule and regulation, for the legal and valid issuance of the Shares to the Subscriber, or their respective subsequent holders.


4.2

Compliance with Laws .  The Company shall comply, and cause each Subsidiary to comply, with all applicable laws, rules, regulations and orders, noncompliance with which would be reasonably likely to have a Material Adverse Effect.


4.3

Other Agreements .  The Company shall not enter into any agreement in which the terms of such agreement would restrict or impair the right or ability of the Company or any Subsidiary to perform its obligations under any Offering Documents.


4.4

Use of Proceeds .  The Company will use the net proceeds from the sale of the Shares for the purposes set forth in the Prospectus under the section titled Use of Proceeds .


5.

Closing Conditions


5.1

Conditions Precedent to the Obligation of the Company to Close and to Sell the Shares .  The obligation hereunder of the Company to close and issue and sell the Shares to the Subscriber at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below.  These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.


(a)

Accuracy of the Subscriber s Representations and Warranties .  The representations and warranties of the Subscriber shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.


(b)

Performance by the Subscriber .  The Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Subscriber at or prior to the Closing Date.


(c)

No Injunction .  No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.


(d)

Delivery of Purchase Price .  The Subscriber shall have delivered to the Company the purchase price for the Shares to be purchased by the Subscriber.

 

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(e)

Delivery of this Agreement .  This Agreement has been duly executed and delivered by the Subscriber.


5.2

Conditions Precedent to the Obligation of the Subscriber to Close and to Purchase the Shares .  The obligation hereunder of the Subscriber to purchase the Shares and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before the Closing Date, of each of the conditions set forth below.  These conditions are for the Subscriber s sole benefit and may be waived by the Subscriber at any time in its sole discretion.


(a)

Accuracy of the Company's Representations and Warranties .  Each of the representations and warranties of the Company in this Agreement shall be true and correct in all respects as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.


(b)

Performance by the Company .  The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.


(c)

No Injunction .  No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.


(d)

No Proceedings or Litigation .  No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.


(e)

Shares .  Within a reasonable period of time after the Closing the Company shall deliver to the Subscriber certificates representing the Shares (in such denominations as the Subscriber may request).


(f)

Material Adverse Effect .  No Material Adverse Effect shall have occurred at or before the Closing.


6.

Miscellaneous.


6.1

Notices .  Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed as follows:


to the Company:     SECURE NetCheckIn Inc.

                              Brandi DeFoor

                              13118 Lamar Avenue

                              Overland Park, KS 66209


with a copy to: (which shall not constitute notice)


David S. Brown, JD

Seck & Associates LLC

7285 W 132 nd Street Suite 240

Overland Park, KS 66213


and to the Subscriber at the address indicated on the signature page of this Agreement.  Notices shall be deemed to have been given three (3) business days after the date of mailing, except notices of change of address, which shall be deemed to have been given when received.


 

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6.2

Amendments .  This Agreement may be amended through a written instrument signed by the Subscriber and the Company; provided, however, that the terms of Section 4 of this Agreement may be amended without the consent or approval of the Subscriber so long as such amendment applies in the same fashion to the subscription agreements of all of the other subscribers for Shares in the Offering


6.3

Binding Agreement .  This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.  This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


6.4

Governing Law .  Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of  


6.5

Counterparts .  This Agreement may be executed in counterparts.  It shall not be binding upon the Company unless and until it is accepted by the Company.  Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Shares as herein provided; subject, however, to the right hereby reserved to the Company to enter into the same agreements with other subscribers and to add and/or to delete other persons as subscribers.


6.6

Severability .  The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.


6.7

Waivers .  It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.


6.8

Further Documents .  The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


6.9

Specific Performance .  The Company and the Subscriber acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Offering Documents are not performed in accordance with their specific terms or are otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Offering Documents and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.


6.10

Survival .  The representations, warranties and covenants of the Company and the Subscriber shall survive the execution and delivery hereof and the Subscription Closing until the second anniversary of the Closing Date.


6.11

Other Obligations .  The obligation of the Subscriber hereunder is several and not joint with the obligations of any other subscribers for the purchase of Shares in the Offering (the Other Subscribers ), and the Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscribers.  Nothing contained herein or in any other agreement or document delivered at the Closing, and no action taken by the Subscriber pursuant hereto, shall be deemed to constitute the Subscriber and the Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and the Other Subscribers are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement.  The Subscriber shall be entitled to protect and enforce the Subscriber s rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.  The Subscriber is not acting as part of a group (as that term is used in Section 13(d) of the 1934 Act) in negotiating and entering into this Agreement or purchasing the Shares.  The Company hereby confirms that it understands and agrees that the Subscriber is not acting as part of any such group.




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SIGNATURE PAGE


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.


Number of Shares Subscribed For:

x $0.20

per Share

Total Amount of Subscription:


Print Full Legal Name of Subscriber


Print Full Legal Name of Co-Subscriber

(if applicable)

Signature of (or on behalf of) Subscriber


Signature of (or on behalf of) Co-Subscriber

(if applicable)

Name:

Title:




Address of Subscriber:



Address of Co-Subscriber (if applicable):







Social Security or Taxpayer Identification

Number of Subscriber


Social Security or Taxpayer Identification

Number of Co-Subscriber (if applicable)



Individual


Joint Tenants with Rights of Survivorship

TYPE OF

OWNERSHIP:



Partnership


Corporation


LLC




Date of Trust:

Trust




Other




Name of Trustee



Mail to:


David S. Brown

7285 W 132 nd Street

Suite 240

Overland Park, KS 66213



Subscription Agreed to and Accepted:





EXHIBIT 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors

SECURE NetCheckIn Inc.


We hereby consent to the use in this Registration Statement (the Registration Statement ) on Form S-1/A (File No333-173172) of our report dated March 28, 2011, relating to the balance sheet of SECURE NetCheckIn Inc. (a development stage company) (the Company ) as of December 31, 2010, and the related statements of operations, changes in stockholders' equity and cash flows for the period from October 12, 2010 (inception) through December 31, 2010, which report includes an explanatory paragraph as to substantial doubt about the Company s ability to continue as a going concern, appearing in such Registration Statement. We also consent to the reference to our firm under the Caption Experts in such Registration Statement.



Weaver & Martin, LLC

May 9, 2011