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EX-23.1 - Cynk Technology Corp.ex23-1.htm
As filed with the Securities and Exchange Commission on May 30 , 2012
Registration Number 333-179118


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-1/A
Amendment No. 4
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
Introbuzz
(Name of registrant as specified in its charter)
 
Nevada
8999
26-2568892
(State or jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No.)
 
7816 Calico Flower Avenue
Las Vegas, Nevada 89128
(424) 225-2783
(Address and telephone number of registrant’s principal executive offices)
 
Harold P. Gerwerter, Esq.
Law Office of Harold P. Gerwerter, Esq., Ltd.
5440 West Sahara, Suite 105
Las Vegas, Nevada 89146
Telephone: (702) 382-1714
Facsimile No. (702) 382-1759
(Name, address and telephone number of agent for service)
 
Approximate date 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 of 1933 check the following box: [  ]
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]
 
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one);
 
Large accelerated filer [  ]
Accelerated filer [  ]
   
Non-accelerated filer [  ]
Smaller reporting company [X]
 
CALCULATION OF REGISTRATION FEE
 
           
Proposed
   
       
Proposed
 
Maximum
   
Title of Each Class
 
Amount
 
Maximum
 
Aggregate
 
Amount of
of Securities to be
 
to be
 
Offering Price
 
Offering
 
Registration
Registered
 
Registered (1)
 
per Share ($)
 
Price ($)(2)
 
Fee($)
                 
Shares of Common
               
Stock, par value $0.001
 
    2,000,000
 
$.05
 
  $100,000
 
$11.46
 
 
1
2,000,000 shares are being offered by a direct offering at the price of $.05 per share.
   
2
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act, based upon the fixed price of the direct offering.
 
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.
 


 
 
 

 
 
Prospectus
Introbuzz
 
2,000,000 Shares of Common Stock
 
$0.05per share
 
$100,000 Maximum Offering
 
Introbuzz (“Introbuzz” or the "Company") is offering on a best-efforts basis a minimum of 1,000,000 and a maximum of 2,000,000 shares of its common stock at a fixed price of $0.05 per share.  The price of $0.05 per share is a fixed for the duration of this offering.  There is no minimum investment by any individual investor of shares required to be purchased.  The shares are intended to be sold directly through the efforts of Kenneth Carter, our sole officer and director.  After the effective date of this prospectus, Mr. Carter intends to advertise through personal contacts, telephone, and hold investment meetings.  We will not utilize the Internet or print media to advertise our offering.  Mr. Carter will also distribute the prospectus to potential investors at meetings, to his business associates and to his friends and relatives who are interested in Introbuzz as a possible investment.  For more information, see the section titled "Plan of Distribution" herein.
 
The proceeds from the sale of the shares in this offering will be payable to Law Offices of Harold P. Gewerter, Esq., Ltd., Client Trust Account f/b/o Introbuzz.  All subscription funds will be held in a non-interest bearing Trust Account pending the achievement of the Minimum Offering and no funds shall be released to Introbuzz until such a time as the minimum proceeds are raised. Any additional proceeds received after the Minimum Offering is achieved will be immediately released to the Company by the Escrow Agent, Law Offices of Harold P. Gewerter, Esq., Ltd.   If the Minimum Offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest (since the funds are being held in a non-interest bearing account) or deduction of fees.  See the section entitled "Plan of Distribution” herein.  Neither the Company nor any subscriber shall be entitled to interest no matter how long subscriber funds might be held.

The offering may terminate on the earlier of: (i) the date when the sale of all 2,000,000 shares is completed, (ii) anytime after the minimum offering of 1,000,000 shares of common stock is achieved, or (iii) 180 days from the effective date of this document.

Prior to this offering, there has been no public market for Introbuzz’s common stock.  We are a development stage company which currently has limited operations and has not generated any revenue. Therefore, any investment involves a high degree of risk.

The Company is an emerging growth company under the Jumpstart Our Business Startups Act.
 
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED “RISK FACTORS” HEREIN ON PAGE 10 .
 
   
Number of
Shares
   
Offering
Price
   
Underwriting Discounts
& Commissions
   
Proceeds
to the Company
 
                         
Per Share
    1     $ 0.05     $ 0.00     $ 0.05  
Minimum
    1,000,000     $ 50,000     $ 0.00     $ 50,000  
Maximum
    2,000,000     $ 100,000     $ 0.00     $ 100,000  
 
This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The price of $0.05 per share is a fixed for the duration of this offering.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  INTORBUZZ MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHISE THE OFFER OR SALE IS NOT PERMITTED.
 
Introbuzz does not plan to use this offering prospectus before the effective date.
 
The date of this Prospectus is ______________, 2012.
 
 
 
 

 

Table of Contents
 
SUMMARY OF PROSPECTUS
3
General Information about the Company
3
The Offering
6
RISK FACTORS
10
USE OF PROCEEDS
15
DETERMINATION OF OFFERING PRICE
16
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
16
PLAN OF DISTRIBUTION
17
Offering will be Sold by Our Officer and Director
17
Terms of the Offering
18
Deposit of Offering Proceeds
19
Procedures and Requirements for Subscription
19
DESCRIPTION OF SECURITIES
19
INTEREST OF NAMED EXPERTS AND COUNSEL
21
DESCRIPTION OF OUR BUSINESS
21
General Information
21
Business Overview
21
Technology/Product  Development
24
Marketing
28
Growth Strategy of the Company
29
Competitor Analysis
31
Patents and Trademarks
31
Need for any Government Approval of Products or Services
31
Government and Industry Regulation
32
Research and Development Activities
32
Environmental Laws
32
Employees and Employment Agreements
32
DESCRIPTION OF PROPERTY
32
LEGAL PROCEEDINGS
32
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
32
FINANCIAL STATEMENTS
34
Audited Financial Statements as of December 31, 2011
F-1
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
35
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FISCAL DISCLOSURE
39
FINANCIAL DISCLOSURE
40
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
40
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
41
EXECUTIVE COMPENSATION
41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
42
FUTURE SALES BY EXISTING STOCKHOLDERS
42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
43
INDEMNIFICATION
44
AVAILABLE INFORMATION
44

 
 
2

 
 
INTROBUZZ
 
7816 CALICO FLOWER AVENUE
LAS VEGAS, NEVADA 89128
(424) 225-2783
 
SUMMARY OF PROSPECTUS
 
 
You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,” “us,” “our” and “Company” refer to “Introbuzz”.
 
General Information about the Company
 
We are a development stage company formed in the state of Nevada on May 1, 2008 as a web based social network service founded on the premise that personal networks and contacts are valuable.  Social networks are web based services that allow individuals to post a profile and link their profile to other friends and organizations.  To date, social networks such as Linkedin.com and Facebook.com have generated enormous popularity.  Social networks have largely been a “personal branding” exercise or for pure entertainment to see what friends or associates are doing.
 
Introbuzz plans to be a social network that is also based on showing the types of people you are connected with and are associated.  However, it’s also based on the idea that people should, and will pay to get in touch with people you know.  Furthermore, money or donations act as a convenient reason to get in touch with people who can benefit your career or enhance one’s life.
 
We believe that people will pay for introductions that are meaningful since it can save or create significant value to someone’s life such as to find the right executive, nanny, software developer – or even the right squash player.   Instead of paying for a lunch that neither party wants to eat, parties can get down to business knowing that their time has been valued.
 
Introbuzz is a development stage company that has not commenced its planned principal operations to date.  Introbuzz plans to launch its web based social network during the second quarter of 2012 and operations to date have been devoted primarily to start-up and development activities, which include the following:
 
 
1.
Development of the business plan;
 
 
2.
Website development;
 
 
3.
Programming including: user interface, search mechanism, registration, listings, membership profile, search functions, invitation screens, secured payment options;
 
 
4.
Adopted marketing strategy and target market segmentation;
 
 
5.
Conducted due diligence on market acceptance, membership trends and social network habits;
 
 
6.
We plan to launch our website www.introbizz.com by the end of the next quarter after our minimum offering has been raised.  We have identified a company in Texas to provide us with server space at a cost of $99 per server.  If additional server space is needed (based on traffic to our site) this company can provide ample servers immediately on demand.
 
 

Introbuzz has identified the following challenges to its success:

1.  
Making adoption easy and “Stigma-less”
Introbuzz plans to introduce a new model for social networks that we believe will require some acceptance.  Selling a stranger your record collection via online auction was a stretch for some people to adopt, and Introbuzz is likely to face similar challenges from late adopters.  Introbuzz believes its planned social network may disrupt an inefficient model of meeting people that is currently based on vague notions of social capital by making it clear “I want to meet this person, and I will make it worth your while”.

 
3

 
 
We believe that an important component to removing the stigma would be the involvement of non-profits.  If people are uncomfortable receiving payment, almost everyone is comfortable generating a donation to a cause that helps disadvantaged children, fighting disease, or helping physically or mentally handicapped people.

2.  
Social network user fatigue
Linked, Facebook, Doostang, Myspace, and several other social networks already have established themselves and many users are tired of receiving invitations from people to join another network.  Introbuzz does not believe another traditional social network such as a direct competitor to Linkedin.com could compete.  However, Introbuzz believes a social network that generates revenue is a compelling reason to get people to join.

3.  
Managing corporate policies
Introbuzz expects that a number of enterprises will have limitations on what people can accept for gifts.  Introbuzz is likely to “fly under radar” for some time, but it may be possible that certain organizations ultimately restrict employees from using their professional titles to generate revenue.  For example, someone who is “Director of IT Purchasing, Starbucks” could wield enormous power for someone seeking an appointment and generate significant revenue.

The following policies could be embraced:

All revenue could be donated to the corporation or organization itself.  This could allow companies to have more efficient uses of their time by using a “pay for meeting” policy to keep over-eager salespeople at bay.

All revenue could be donated to a designated non-profit (i.e. Microsoft employees will designate all revenue to the Microsoft Computers for Kids foundation.  )

The Company believes that raising $100,000 through the sale of common equity is sufficient for the company to become operational and sustain operations through the next twelve (12) months. The capital we are raising has been budgeted to enhance our web based social network service and to become a fully reporting company.  Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flow from services will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.

Introbuzz currently has one officer and director. This individual allocates time and personal resources to Introbuzz on a part-time basis and devotes approximately 10 hours a week to the Company.  Once the public offering is closed, Mr. Carter plans to spend the time necessary to oversee the programming, website design, marketing campaign and direct the primary operations of the business.

As of the date of this prospectus, Introbuzz has 6,000,000 shares of $0.001 par value common stock issued and outstanding.

Introbuzz has administrative offices located at 7816 Calico Flower Avenue, Las Vegas, Nevada 89128.  Mr. Carter, our sole office and director, provides the office on a rent free basis.

Introbuzz’s fiscal year end is December 31.

 
4

 
The Company is an emerging growth company under the Jumpstart Our Business Startups Act.

The Company shall continue to be deemed an emerging growth company until the earliest of--

‘(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

‘(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley.   Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A (a) and  (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.
 
 
5

 
 
 
The Offering
 
The following is a brief summary of this offering.  Please see the “Plan of Distribution” section for a more detailed description of the terms of the offering.
 
Securities Being Offered:
Introbuzz  is offering, on a best-efforts, self-underwritten basis, a minimum of 1,000,000 and a maximum of 2,000,000 shares of its common stock.
   
Offering Price per Share:
$.05
   
Offering Period:
The shares are being offered for a period not to exceed 180 days.  There is no minimum number of shares required to be purchased.  If the Minimum Offering is not achieved within 180 days of the date of this prospectus, all subscription funds from the escrow account will be returned to investors promptly without interest (since the funds are being held in a non-interest bearing account) or deduction of fees.  The offering may terminate on the earlier of: (i) the date when the sale of all 2,000,000 shares is completed, (ii) anytime after the minimum offering of 1,000,000 shares of common stock is achieved, or (iii) 180 days from the effective date of this document.  
   
Escrow Account:
The subscription proceeds from the sale of the shares in this offering will be payable to “Law Offices of Harold P. Gewerter, Esq., Ltd., Client Trust Account f/b/o Introbuzz” and will be deposited in a separate (limited to funds received on behalf of Introbuzz) non-interest bearing law office trust bank account until the Minimum Offering proceeds are raised.  No interest will be available for payment to either to the Company or the investors (since the funds are being held in a non-interest bearing account).  All subscription funds will be held in trust pending the achievement of the Minimum Offering and no funds shall be released to Intorbuzz until such a time as the minimum proceeds are raised (see the section titled "Plan of Distribution" herein).  Any additional proceeds received after the minimum offering is achieved will be immediately released to the Company by the Escrow Agent, Law Offices of Harold P. Gerwerter, Esq., Ltd.  Release of the funds to the Company is based upon our escrow agent, Law Offices of Harold P. Gewerter, Esq. Ltd., reviewing the records of the depository institution holding the escrow to verify that that the checks have cleared prior to releasing the funds to the Company.  Written notice will be mailed to each investor that the minimum offering amount has been received and the offering proceeds have been distributed to the Company.  All subscription agreements and checks should be delivered to Law Offices of Harold P. Gewerter, Esq., Ltd.  Failure to do so will result in checks being returned to the investor who submitted the check. Introbuzz’s escrow agent, Law Offices of Harold P. Gewerter, Esq., Ltd., acts as legal counsel for Introbuzz and is therefore not an independent third party.
   
Net Proceed to Company:
$100,000
   
Use of Proceeds:
We intend to use the proceeds to expand our business operations.
   
Number of Shares Outstanding
 
Before the Offering:
6,000,000 common shares
   
Number of Shares Outstanding
 
After the Offering:
8,000,000 common shares

 
 
6

 

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

Introbuzz will apply the proceeds from the offering to pay for accounting fees, legal and professional fees, marketing, office supplies, programming costs, software engineer fees, website design fees, and other administrative related costs.

The Company has not presently secured an independent stock transfer agent. Introbuzz has identified several agents to retain that will facilitate the processing of the certificates upon closing of the offering.  The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering, or as soon thereafter as practicable.

The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for Introbuzz common stock exists. Please refer to the sections herein titled “Risk Factors” and “Dilution” before making an investment in this stock.

SUMMARY FINANCIAL INFORMATION
 
The following tables set forth summary financial data derived from Introbuzz’s financial statements. Table A is the Audited Statement of Operations for the period from inception (May 1, 2008) to December 31, 2010.  Table B is the Unaudited Statements of Operations for the period from January 1, 2012 through March 31, 2012 and the period from inception (May 1, 2008) through March 31, 2012.  The accompanying notes are an integral part of these financial statements and should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.
 
As shown in the financial statements accompanying this prospectus, Introbuzz has had no revenues to date and has incurred only losses since its inception.  The Company has had no operations and has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.


(Balance of the Page Intentionally Left Blank)

 
7

 
 
Table A: Audited Statements of operations data
 
 
Introbuzz
 
(A Development Stage Company)
 
Statements of Operation
 
                   
               
May 1, 2008
 
   
For the Year Ended
   
(inception)
 
   
December 31,
   
December 31,
 
   
2011
   
2010
   
2011
 
                   
Revenues
  $ -     $ -     $ -  
                         
EXPENSES
                       
Operating Expenses
                       
Professional
    3,500       -       5,500  
General and administrative
            33       1,985  
Research and development
            -       6,000  
Depreciation and amortization
    8,600       8,600       30,867  
   Total operating expenses
    12,100       8,633       44,352  
                         
Net loss from operations
    (12,100 )     (8,633 )     (44,352 )
                         
Other income (expense)
                       
Interest expense
    (1,410 )     (1,410 )     (5,170 )
Income taxes
    -               -  
                         
Net loss
  $ (13,510 )   $ (10,043 )   $ (49,522 )
                         
                         
                         
Basic and diluted loss per share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average number of
                       
shares outstanding
    6,000,000       6,000,000          
 
 

 
See auditor's report and notes to the audited financial statements
 

 
8

 
 

Table B: Unaudited Statements of Operations data

Introbuzz, Inc.
(A Business Development Stage Company)
Statements of Operations
(unaudited)

               
May 1, 2008
 
   
For the Three Months Ended
   
(inception)
 
   
March 31,
   
March 31,
 
   
2012
   
2011
   
2012
 
                   
Revenues
  $ -     $ -     $ -  
                         
Operating Expenses
                       
Professional
    750       -       6,250  
General and administrative
    1,326       -       3,311  
Research and development
    -       -       6,000  
Amortization
    2,150       2,150       33,017  
   Total operating expenses
    4,226       2,150       48,578  
                         
Net loss from operations
    (4,226 )     (2,150 )     (48,578 )
                         
Other income (expense)
                       
Interest expense
    (353 )     (353 )     (5,523 )
Income taxes
    -               -  
                         
Net loss
  $ (4,579 )   $ (2,503 )   $ (54,101 )
                         
Basic and diluted loss per share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average number of
                       
shares outstanding
    6,000,000       6,000,000          


 
 
See notes to unaudited financial statements

 
9

 

RISK FACTORS
 
An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe are all of the material risks involved if you decide to purchase shares in this offering.

RISKS ASSOCIATED WITH OUR COMPANY:

KENNETH CARTER, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES APPROXIMATELY 10 HOURS PER WEEK TO COMPANY MATTERS.  ONCE THE PUBLIC OFFERING IS CLOSED, MR. CARTER PLANS TO SPEND THE TIME NECESSARY TO RUN THE MARKETING CAMPAIGN AND DIRECT THE PRIMARY OPERATIONS OF THE BUSINESS.  HE DOES NOT HAVE ANY PUBLIC COMPANY EXPERIENCE AND IS INVOLVED IN OTHER BUSINESS ACTIVITIES.  THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY HAVE.  THIS COULD RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.

Our business plan does not provide for the hiring of any additional employees on a full-time basis until revenue will support the expense.  Until that time, the responsibility of developing the company's business, offering and selling of the shares through this prospectus, and fulfilling the reporting requirements of a public company all fall upon Kenneth Carter. While Mr. Carter has business experience including management, he does not have experience in a public company setting, including serving as a principal accounting officer or principal financial officer. We have not formulated a plan to resolve any possible conflict of interest with his other business activities. In the event he is unable to fulfill any aspect of his duties to the company we may experience a shortfall or complete lack of revenue resulting in little or no profits and eventual closure of the business.

KENNETH CARTER’S LACK OF EXPERIENCE IN MANAGEMENT OF REPORTING COMPANIES

Mr. Carter does not have experience in running a public company that is a reporting company with the Securities and Exchange Commission. This lack of experience may cause delayed filings; this increases the risk of being delisted by FINRA because of late filings, and this may result in being subjected to civil penalties and having the market price of the Company’s common stock decrease in value due to these and other factors related to lack of experience with reporting companies.  The Company will not be required to provide management’s report on the effectiveness of our internal controls over financial reporting until our second annual report.  In addition, the Company will be exempt from the auditor attestation requirements concerning any such report so long as we are a smaller reporting company.

THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE.
 
Mr. Carter, our sole officer and director, has other business interests and currently devotes approximately 10 hours per week to our operations.  If Mr. Carter is not able to devote sufficient time to run the Company, it may result in periodic interruptions in developing our business.  Mr. Carter is the CEO of Blaque Technology which is a marketing promotions and casting company.  His Companies focus is on casting and promoting an impersonators and variety show on the strip in Las Vegas.  As such, Mr. Carter’s business interests will not compete with Introbuzz for customers, financial resources, or business opportunities.  However, Mr. Carter is the sole director of the Company and therefore he may enter into transactions that may not be the most favorable to Introbuzz and its investors due to his conflicts of interests and lack of oversight by independent directors.  At the present we have not formulated a plan to resolve any possible conflicts of interest or if he is unable to fulfill any aspects of his duties to the Company which could have a significant negative effect on the success.  The Company does have an Internal Control Manual and Mr. Carter has signed a Code of Conduct which details fiduciary responsibility and professional conduct.  Upon initiating our funding efforts, we plan to add additional board members whose responsibilities will include the formation of an independent board for providing oversight into transactions and business of the Company.
 
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH MAY IMPACT THE COMPANY AND THE VALUE OF THE INVESTMENT

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over.  Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future revenues, our ability to hire key personnel and Mr. Carter’s time allocation to further the business.  After we launch our site the factors include: the level of acceptance by the public, competitive landscape with competitors, general economic conditions, and potential liability concerns associated with privacy issues.  The Company may face a risk of liability for violation of privacy laws or other laws if our members sell the personal contact information of “targets,” such as celebrities or other prominent individuals through our network without the target’s permission.  Furthermore, in regards to privacy issues; the Company will include in the website a disclosure that “The distribution or sale of information gained through the companies’ network is forbidden and any such distribution or sale of information is not authorized by the Company.  No member of our network may use contacts and information they obtain on our network and distribute or sell that information to those outside the network.”
 
 
10

 

SINCE WE ARE A DEVELOPMENT STAGE COMPANY, THE COMPANY HAS GENERATED NO REVENUES AND DOES NOT HAVE AN OPERATING HISTORY; AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.

The Company was incorporated on May 1, 2008; we have not yet commenced our full scale business operations and we have not yet realized any revenues. We have minimal operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incurred significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.

RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS
 
AUDITOR’S GOING CONCERN

As shown in the financial statements accompanying this prospectus, Introbuzz has had no revenues to date and has incurred only losses since its inception.  The Company has had no operations and has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.

WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FULLY FUND OUR BUSINESS.  IF WE DO NOT SELL THE SHARES IN THIS OFFERING WE WILL HAVE TO SEEK ALTERNATIVE FINANCING TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.

Introbuzz has limited capital resources. To date, the Company has funded its operations from limited funding and has not generated sufficient cash from operations to be profitable.  Unless Introbuzz begins to generate sufficient revenues to finance operations as a going concern, Introbuzz may experience liquidity and solvency problems.  Such liquidity and solvency problems may force Introbuzz to cease operations if additional financing is not available. No known alternative resources of funds are available to Introbuzz in the event it does not have adequate proceeds from this offering. However, Introbuzz believes that the net proceeds of the Offering will be sufficient to satisfy the launch and operating requirements for the next twelve months.

WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.

We have not generated any revenue to date from operations. In order for us to continue with our plans and operating our business, we must raise our initial capital through this offering. The timing of the completion of the milestones needed to commence operations and generate revenues is contingent on the success of this offering. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans.

OUR CONTINUED OPERATIONS DEPEND ON THE MARKETS ACCEPTANCE OF OUR SERVICE. IF THE MARKET DOES NOT FIND OUR SERVICE DESIRABLE AND SUITABLE FOR THEIR USE AND WE CANNOT ESTABLISH A MEMBERSHIP BASE, WE MAY NOT BE ABLE TO GENERATE ANY REVENUES, WHICH COULD RESULT IN A FAILURE OF OUR BUSINESS AND A LOSS OF ANY INVESTMENT YOU MAKE IN OUR SHARES.

The ability to offer a service that the market accepts and is willing to use is critically important to our success. We cannot be certain that the service we offer will be accepted by the market.  As a result, there may not be any demand and our revenue stream could be limited and we may never realize any revenues. In addition, there are no assurances that the Company will generate revenues in the future even if we alter our marketing efforts and pursue alternative revenue generating services in the future.

 
11

 

THE LOSS OF THE SERVICES OF KENNETH CARTER COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT OF OUR BUSINESS MODEL, WHICH COULD RESULT IN A LOSS OF REVENUES AND YOUR INABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.

Our performance is substantially dependent upon the professional expertise of our President, Kenneth Carter. If he were unable to perform his services, this loss of the services could have an adverse effect on our business operations, financial condition and operating results if we are unable to replace his with another individual qualified to develop and market our services. The loss of his services could result in a loss of revenues, which could result in a reduction of the value of any shares you purchase in this offering.

THE SOCIAL NETWORKING MARKETPLACE IS HIGHLY COMPETITIVE. IF WE CAN NOT DEVELOP AND MARKET DESIRABLE SERVICES THAT THE MARKET AND INDIVIDUALS ARE WILLING TO PURCHASE, WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS MAY BE ADVERSELY AFFECTED AND WE MAY NEVER BE ABLE TO GENERATE ANY REVENUES.

Introbuzz has many potential competitors in the web based social networking marketplace.  We consider the competition is competent, experienced, and they have greater financial and marketing resources than we do at the present. Our ability to compete effectively may be adversely affected by the ability of these competitors to devote greater resources to the marketing of their services than are available to us.

Some of the Company’s competitors also offer a wider range of services; have greater name recognition and more extensive customer bases than the Company.  These competitors may be able to respond more quickly to new or changing opportunities, undertake more extensive marketing activities, and adopt more aggressive pricing policies than the Company.  Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their visibility.  The Company expects that new competitors or alliances among competitors have the potential to emerge and may acquire significant market share.  Competition existing, and future competitors could result in an inability to secure adequate membership numbers sufficient to support Introbuzz’s endeavors.  Introbuzz cannot be assured that it will be able to compete successfully against present or future competitors or that the competitive pressure it may face will not force it to cease operations.  As a result, you may never be able to liquidate or sell any shares you purchase in this offering.
 
INTROBUZZ MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE.

Introbuzz has limited capital resources. Unless Introbuzz begins to generate sufficient revenues to finance operations as a going concern, Introbuzz may experience liquidity and solvency problems. Such liquidity and solvency problems may force Introbuzz to cease operations if additional financing is not available. No known alternative resources of funds are available to Introbuzz in the event it does not have adequate proceeds from this offering. However, Introbuzz believes that the net proceeds of the Offering will be sufficient to satisfy the start-up and operating requirements for the next twelve months.
 
RISKS ASSOCIATED WITH THIS OFFERING
 
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. UNLESS WE ARE SUCCESSFUL IN SELLING THE SHARES AND RECEIVING THE PROCEEDS FROM THIS OFFERING, WE MAY HAVE TO SEEK ALTERNATIVE FINANCING TO IMPLEMENT OUR BUSINESS PLANS AND YOU WOULD RECEIVE A RETURN OF YOUR ENTIRE INVESTMENT.

 
12

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officer and director, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates; however, there is no guarantee that he will be able to sell any of the shares. In the event we do not sell all of the shares before the expiration date of the offering, all funds raised will be promptly returned to the investors, without interest or deduction.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Introbuzz or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

INVESTORS IN THIS OFFERING WILL BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL DILUTION

The principal shareholder of Introbuzz is Kenneth Carter who also serves as its Director, President, Secretary, and Treasurer.  Mr. Carter holds 6,000,000 restricted shares of Introbuzz common stock.  Upon the sale of the common stock offered hereby, the investors in this offering will experience an immediate and substantial “dilution.”  Therefore, the investors in this offering will bear a substantial portion of the risk of loss. Additional sales of Introbuzz common stock in the future could result in further dilution. Please refer to the section titled “Dilution” herein.

PURCHASERS IN THIS OFFERING WILL HAVE LIMITED CONTROL OVER DECISION MAKING BECAUSE KENNETH CARTER, INTROBUZZ’S OFFICER, DIRECTOR AND SHAREHOLDER CONTROLS ALL OF INTROBUZZ ISSUED AND OUTSTANDING COMMON STOCK.

Presently, Kenneth Carter, Introbuzz’s President, Secretary, and Treasurer and Director beneficially owns 100% of the outstanding common stock. Because of such ownership, investors in this offering will have limited control over matters requiring approval by Introbuzz security holders, including the election of directors. Mr. Carter would retain 75% ownership in Introbuzz common stock assuming the maximum offering is attained.  Such concentrated control may also make it difficult for Introbuzz stockholders to receive a premium for their shares of Introbuzz common stock in the event Introbuzz enters into transactions, which require stockholder approval. In addition, certain provisions of Nevada law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of Introbuzz. For example, Nevada law provides that not less than two-thirds vote of the stockholders is required to remove a director for cause, which could make it more difficult for a third party to gain control of the Board of Directors. This concentration of ownership limits the power to exercise control by the minority shareholders.
 
THE ESCROW AGENT HERETO IS AN ATTORNEY AND NOT A LICENSED ESCROW AGENT MAKING THE ESCROW EXEMPT FROM REGULATORY PROTECTIONS OF NRS 645A AND RAISING A POTENTIAL CONFLICT OF INTEREST.

Harold P. Gewerter, Esq. Ltd. is acting as legal counsel for the issuer and is also acting as escrow agent for the offering.   NRS 645A normally provides regulatory protection for escrows in Nevada however Mr. Gewerter as an attorney providing the escrow as part of legal services is exempt from the regulatory protections of 645A.    Therefore there may be increased risk of loss of any funds placed into escrow.   In addition, Mr. Gewerter’s position as escrow agent and legal counsel to the Issuer may create a conflict as it relates to requests by the Issuer to release funds from escrow and Mr. Gewerter’s duties to the investors under the escrow.
 
 
13

 

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.  WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the estimated $7,000 cost of this Registration Statement to be paid from proceeds raised. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.

This prospectus contains forward-looking statements about Introbuzz business, financial condition, and prospects that reflect Introbuzz management’s assumptions and beliefs based on information currently available. Introbuzz can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of Introbuzz assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within Introbuzz’s control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our concept, sufficient membership numbers, the willingness of members to pay fees sufficient to sustain operations, management’s ability to raise capital in the future, the retention of key employees and changes in the regulation of the industry in which Introbuzz functions.

There may be other risks and circumstances that management may be unable to predict to sustain operations. When used in this prospectus, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.


 
14

 
 
USE OF PROCEEDS
 
The net proceeds from the sale of the Maximum Offering are estimated at $93,000 after deducting estimated Offering expenses of $7,000. The net proceeds from the sale of the maximum number of Shares should satisfy the Company's current working capital needs. The following table details the Company's projected use of proceeds of the Offering based upon 100% and 50% of the Offering sold. We expect to disburse the proceeds from this offering in the priority set forth below within the first 12 months after the receipt of funds from this offering.  The Minimum Offering proceeds will be sufficient to execute the business plan.  All funds received from the offering in excess of the minimum, but less than the maximum, will be distributed to the categories based on the percentages listed in the table above.   

Introbuzz intends to use the proceeds from this offering as follows:


   
Minimum
   
Maximum
 
Application of Proceeds
    $    
% of total
      $    
% of total
 
                             
Total Offering Proceeds
    50,000       100.00       100,000       100.00  
                                 
Offering Expenses
                               
Legal & Professional Fees
    2,000       4.00       2,000       2.00  
Accounting Fees
    3,500       7.00       3,500       3.50  
Edgar Fees
    700       1.40       700       0.70  
Blue-sky fees
    800       1.60       800       0.80  
Total Offering Expenses
    7,000       14.00       7,000       7.00  
                                 
Net Proceeds from Offering
    43,000       86.00       93,000       93.00  
                                 
Use of Net Proceeds
                               
Accounting Fees
    7,000       14.00       7,000       7.00  
Legal and Professional Fees
    1,500       3.00       1,500       1.50  
Marketing
    5,000       10.00       22,000       22.00  
Office Supplies
    500       1.00       2,000       2.00  
Programming Costs1
    14,000       28.00       25,500       25.50  
Software Engineer
    5,000       10.00       10,000       10.00  
Website Design
    10,000       20.00       25,000       25.00  
Total Use of Net Proceeds
    43,000       86.00       93,000       93.00  
                                 
Total Use of Proceeds
    50,000       100.00       100,000       100.00  
 
Notes:

(1) The category of Programming Costs is allocated for the purpose of paying potential part-time employees or contracted employees.  None of the proceeds allocated in this category are intended to pay the CEO.

The foregoing represents our best estimate of the allocation of the proceeds of this offering based on planned use of funds for the our operations and current objectives. All funds received from the offering in excess of the minimum, but less than the maximum, will be distributed to the categories based on the percentages listed in the table above.  

We currently consider the foregoing project our priority and intend to use the proceeds from this offering  for such projects.
 

 
15

 

DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to Introbuzz’s assets, book value, historical earnings, or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering.
 
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
 

Dilution figures based on Audited Financial Statements dated December 31, 2011

“Dilution” represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. “Net Book Value” is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of Introbuzz’s issued and outstanding stock. This is due in part because of the common stock issued to the Introbuzz officer, director, and employee totaling 6,000,000 shares at par value $0.001 per share versus the current offering price of $0.05 per share.  Introbuzz net book value on December 31, 2011 was $(43,522).

If the Minimum Offering is sold, there will be 7,000,000 Shares of Common Stock outstanding.  Introbuzz net book value will be approximately $(0.00007) per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $0.04993 per share while the Introbuzz present stockholder will receive an increase of $0.00718 per share in the net tangible book value of the shares that he holds. This will result in a 99.86% dilution for purchasers of stock in this offering.

If the Maximum Offering is sold, there will be 8,000,000 Shares of Common Stock outstanding.  Introbuzz net book value will be approximately $0.00618 per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $0.04382 per share while the Introbuzz present stockholder will receive an increase of $0.01343 per share in the net tangible book value of the shares that he holds. This will result in an 87.64% dilution for purchasers of stock in this offering.

This table represents a comparison of the price paid by purchasers of the common stock in this offering and the individual who purchased shares in Introbuzz previously:
 
   
Minimum
   
Maximum
 
   
Offering
   
Offering
 
     
50%
     
100%
 
                 
Book Value Per Share Before the Offering
 
$
(0.00725
   
(0.00725
                 
Book Value Per Share After the Offering (1)
 
$
(0.00007
   
0.00618
 
                 
Net Increase to Original Shareholders
 
$
0.00718
     
0.01343
 
                 
Decrease in Investment to New Shareholders
 
$
0.04993
     
0.04382
 
                 
Dilution to New Shareholders (%)
   
99.86
%
   
87.64
 
Note:
 
(1)  
After deducting Offering Expenses estimated in aggregate, at $7,000.

 
 
16

 
 
Dilution figures based on Unaudited Financial Statements dated March 31, 2012.

“Dilution” represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. “Net Book Value” is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of Introbuzz’s issued and outstanding stock. This is due in part because of the common stock issued to the Introbuzz officer, director, and employee totaling 6,000,000 shares at par value $0.001 per share versus the current offering price of $0.05 per share.  Introbuzz net book value on March 31, 2012 was $4,422.

If the Minimum Offering is sold, there will be 7,000,000 Shares of Common Stock outstanding.  Introbuzz net book value will be approximately $00677 per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $0.04323 per share while the Introbuzz present stockholder will receive an increase of $0.00603 per share in the net tangible book value of the shares that he holds. This will result in a 86.46% dilution for purchasers of stock in this offering.

If the Maximum Offering is sold, there will be 8,000,000 Shares of Common Stock outstanding.  Introbuzz net book value will be approximately $0.01218 per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $0.03782 per share while the Introbuzz present stockholder will receive an increase of $0.01144 per share in the net tangible book value of the shares that he holds. This will result in an 75.64% dilution for purchasers of stock in this offering.

This table represents a comparison of the price paid by purchasers of the common stock in this offering and the individual who purchased shares in Introbuzz previously:

   
Minimum
   
Maximum
 
   
Offering
   
Offering
 
     
50%
     
100%
 
                 
Book Value Per Share Before the Offering
 
$
0.00074
     
0.00074
 
                 
Book Value Per Share After the Offering (1)
 
$
0.00677
   
 
       0.01218
 
                 
Net Increase to Original Shareholders
 
$
0.00603
     
0.01144
 
                 
Decrease in Investment to New Shareholders
 
$
0.04323
     
0.03782
 
                 
Dilution to New Shareholders (%)
   
     86.46
%
   
75.64%
 
 
Note:
(1)  
After deducting Offering Expenses estimated in aggregate, at $7,000.

 
PLAN OF DISTRIBUTION
 
Offering will be Sold by Our Officer and Director
 
This is a self-underwritten offering. This Prospectus is part of a Prospectus that permits our officer and director to sell the Shares directly to the public, with no commission or other remuneration payable to him for any Shares he sells. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer.  After the effective date of this prospectus, Mr. Carter, the sole officer and director, intends to advertise through personal contacts, telephone, and hold investment meetings.  We do not intend to use any mass-advertising methods such as the Internet or print media.  Mr. Carter will also distribute the prospectus to potential investors at meetings, to his business associates and to his friends and relatives who are interested in Introbuzz as a possible investment.  In offering the securities on our behalf, Mr. Carter will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Mr. Carter will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth the conditions under which a person associated with an Issuer, may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.

a.  
Mr. Carter is an officer and director and is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of his participation; and

b.  
Mr. Carter is an officer and director and will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
 
 
 
17

 
 
 
c.  
Mr. Carter is an officer and director and is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and

d.  
Mr. Carter is an officer and director and meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) (a) (4) (iii).
 

Our officer, director, control person and affiliates of same do not intend to purchase any shares in this offering.
 
Terms of the Offering
 
Introbuzz is offering, on a best-efforts, self-underwritten basis, a minimum of 1.000,000 and a maximum of 2,000,000 shares of its common stock.
 
Introbuzz is offering, on a best efforts, self-underwritten basis, a minimum of 1,000,000 and a maximum of 2,000,000 shares of its common stock at a fixed price of $0.05 per share.  The price of $0.05 per share is fixed for the duration of the offering. There is no minimum number of shares required to be purchased.   This is the initial offering of Common Stock of Introbuzz and no public market exists for the securities being offered.  The shares are intended to be sold directly through the efforts of Kenneth Carter, our sole officer and director.  No commission or other compensation related to the sale of the shares will be paid to our officer and director.  Mr. Carter, intends to advertise through personal contacts, telephone, and hold investment meetings.  We do not intend to use any mass-advertising methods such as the Internet or print media.  Mr. Carter will also distribute the prospectus to potential investors at meetings, to his business associates and to his friends and relatives who are interested in Introbuzz as a possible investment.  The shares are being offered for a period not to exceed 180 days.  If the Minimum Offering is not achieved within 180 days of the date of this prospectus, all subscription funds from the escrow account will be returned to investors promptly without interest (since the funds are being held in a non-interest bearing account) or deduction of fees.  The offering may terminate on the earlier of: (i) the date when the sale of all 2,000,000 shares is completed, (ii) anytime after the minimum offering of 1,000,000 shares of common stock is achieved, or (iii) 180 days from the effective date of this document.  For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.
 
The subscription proceeds from the sale of the shares in this offering will be payable to “Law Offices of Harold P. Gewerter, Esq., Ltd., Client Trust Account f/b/o Introbuzz” and will be deposited in a separate (limited to funds received on behalf of Introbuzz) non-interest bearing law office trust bank account until the Minimum Offering proceeds are raised.  No interest will be available for payment to either the Company or the investors (since the funds are being held in a non-interest bearing account).  All subscription funds will be held in trust pending the achievement of the Minimum Offering and no funds shall be released to Intorbuzz until such a time as the minimum proceeds are raised (see the section titled "Plan of Distribution" herein).  Any additional proceeds received after the minimum offering is achieved will be immediately released to the Company by the Escrow Agent, Law Offices of Harold P. Gewerter, Esq., Ltd.  Release of the funds to the Company is based upon our escrow agent, Law Offices of Harold P. Gewerter, Esq. Ltd., reviewing the records of the depository institution holding the escrow to verify that that the checks have cleared prior to releasing the funds to the Company.  Written notice will be mailed to each investor that the minimum offering amount has been received and the offering proceeds have been distributed to the Company.  All subscription agreements and checks should be delivered to Law Offices of Harold P. Gewerter, Esq., Ltd.  Failure to do so will result in checks being returned to the investor who submitted the check. Introbuzz’s escrow agent, Law Offices of Harold P. Gewerter, Esq., Ltd., acts as legal counsel for Introbuzz and is therefore not an independent third party.    Mr. Gewerter is not a licensed escrow agent, and we believe he is exempt from such licensing by NRS 645A.015 and thus investors will not be afforded the protections of NRS 645A.
 
The officer and director of the issuer and any affiliated parties thereof will not participate in this offering.
 
There can be no assurance that all, or any, of the shares will be sold. As of the date of this Prospectus, Introbuzz has not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if Introbuzz were to enter into such arrangements, Introbuzz will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in the prospectus.

In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which Introbuzz has complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available.  As of the date of this Prospectus, Introbuzz has identified Nevada, California, Indiana and Michigan as the states where the offering will be sold.

 
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Deposit of Offering Proceeds
 
The subscription proceeds from the sale of the shares in this offering will be payable to “Law Offices of Harold P. Gewerter, Esq., Ltd., Client Trust Account f/b/o Introbuzz” (“Trust Account”) and will be deposited in a separate (limited to funds received on behalf of Introbuzz) non-interest bearing law firm trust bank account. All subscription agreements and checks should be delivered to“Law Offices of Harold P. Gewerter, Esq., Ltd., 5440 West Sahara, Suite 105, Las Vegas, Nevada 89146.  Failure to do so will result in checks being returned to the investor, who submitted the check.  All subscription funds will be held in the Trust Account pending the achievement of the Minimum Offering and no funds shall be released to Intorbuzz until such a time as the minimum proceeds are raised (see the section titled "Plan of Distribution" herein).  Any additional proceeds received after the minimum offering is achieved will be immediately released to the Company by the Escrow Agent, Law Offices of Harold P. Gerwerter, Esq., Ltd.  If the Minimum Offering is not achieved within 180 days of the date of this prospectus, all subscription funds from the escrow account will be returned to investors promptly without interest (since the funds are being held in a non-interest bearing account) or deduction of fees.  All subscription agreements and checks should be delivered to Law Offices of Harold P. Gewerter, Esq., Ltd.  Failure to do so will result in checks being returned to the investor who submitted the check. Introbuzz’s escrow agent, Law Offices of Harold P. Gewerter, Esq., Ltd., acts as legal counsel for Introbuzz and is therefore not an independent third party.    Mr. Gewerter is not a licensed escrow agent, and we believe he is exempt from such licensing by NRS 645A.015 and thus investors will not be afforded the protections of NRS 645A.   The offering may terminate on the earlier of: (i) the date when the sale of all 2,000,000 shares is completed, (ii) anytime after the minimum offering of 1,000,000 shares of common stock is achieved, or (iii) 180 days from the effective date of this document.  The fee of the Escrow Agent is $1,500.00. (See Exhibit 99.2).
 
Procedures and Requirements for Subscription
 
Prior to the effectiveness of the Registration Statement, the Issuer has not provided potential purchasers of the securities being registered herein with a copy of this prospectus.  Investors can purchase common stock in this offering by completing a Subscription Agreement (attached hereto as Exhibit 99(a)) and sending it together with payment in full to “Law Offices of Harold P. Gewerter, Esq., Ltd., Client Trust Account f/b/o Introbuzz” 5440 West Sahara, Suite 105, Las Vegas, Nevada 89146.  All payments are required in the form of United States currency either by personal check, bank draft, bank wire, or by cashier’s check. There is no minimum investment by any individual investor of shares required to be purchased.  Introbuzz reserves the right to either accept or reject any subscription. Any subscription rejected within this 30-day period will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once Introbuzz accepts a subscription, the subscriber cannot withdraw it.
 
DESCRIPTION OF SECURITIES
 
Introbuzz’s authorized capital stock consists of 10,000,000 shares of common stock with a par value $.001 per share.

PREFERRED STOCK

Introbuzz has no current plans to either issue any preferred stock or adopt any series, preferences, or other classification of preferred stock.  As stated in the Articles of Incorporation, the Board of Directors is authorized to (i) provide for the issuance of shares of the authorized preferred stock in series and (ii) by filing a certificate pursuant to the laws of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders. Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of the company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

 
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The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.

COMMON STOCK

Introbuzz’s authorized capital stock consists of 10,000,000 shares of common stock, with a par value of $0.001 per share.

The holders of our common stock:

 
1.
Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors;

 
2.
Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, dissolution, or winding up of corporate affairs;

 
3.
Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

 
4.
Are entitled to one vote per share on all matters on which stockholders may vote.

NON-CUMULATIVE VOTING

Holders of Introbuzz common stock do not have cumulative voting rights. Cumulative voting rights are described as holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of Introbuzz directors.

PREEMPTIVE RIGHTS

No holder of any shares of Introbuzz stock has preemptive or preferential rights to acquire or subscribe for any shares not issued of any class of stock or any unauthorized securities convertible into or carrying any right, option, or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

CASH DIVIDENDS

As of the date of this prospectus, Introbuzz has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions. Introbuzz does not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in business operations.

REPORTS

After this offering, Introbuzz will furnish its shareholders with annual financial reports certified by independent accountants, and may, at its discretion, furnish unaudited quarterly financial reports.

 
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INTEREST OF NAMED EXPERTS AND COUNSEL
 
None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

Our audited financial statements for the period from inception (May 1, 2008) to December 31, 2011 are included in this prospectus.  They were audited by Peter Messineo Certified Public Accountant, PCAOB- and CPAB-Registered Auditor, 1982 Otter Way, Palm Harbor, Florida 34685.  We included the financial statements and report in their capacity as authority and experts in accounting and auditing.

The Law Office of Harold P. Gerwerter Esq., Ltd. 5440 West Sahara, Suite 105, Las Vegas, Nevada 89146, has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering.  The Law Office of Harold P. Gewerter, Esq., Ltd. is the named escrow agent for establishing a non-interest bearing bank account at the branch of Bank of the West and bearing the title set forth on the Information.  The Escrow Agent fee is $1,500.00 and is payable upon establishing the escrow account.
 
DESCRIPTION OF OUR BUSINESS
 
General Information
 
Introbuzz was incorporated in the State of Nevada on May 1, 2008 under the same name. Since inception, Introbuzz has not generated revenues and has accumulated losses in the amount of $49,522 as of audit date December 31, 2011.  Introbuzz has never been party to any bankruptcy, receivership or similar proceeding, nor has it undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.

Introbuzz has yet to commence full scale planned operations.  As of the date of this Registration Statement, Introbuzz has commenced only minimal operations and has not generated revenues. The Company will not be profitable until it derives sufficient revenues and cash flows from services.  Introbuzz believes that, if it obtains the proceeds from this offering, it will be able to implement the full business plan and conduct business pursuant to the business plan for the next twelve months.

Introbuzz’s administrative office is located at 7816 Calico Flower Avenue, Las Vegas, Nevada 89128.

Introbuzz’s fiscal year end is December 31.
 
Business Overview
 
The intent of Introbuzz is to be a social network based on the premise that personal networks are valuable.   Social networks are web based services that allow individuals to post a profile and link their profile to other friends and organizations.  To date, social networks such as Linkedin.com and Facebook.com have generated enormous popularity.  Social Networks have largely been a “personal branding” exercise or for pure entertainment to see what friends or associates are doing.
 
Introbuzz plans to be a social network that is also based on showing the types of people you are connected with and are associated.  However, it’s also based on the idea that people should, and will pay to get in touch with people you know.  Furthermore, money or donations act as a convenient reason to get in touch with people who can benefit your career or enhance one’s life.
 
Introbuzz can also be compared to what happens at a charity auction when people pay thousands to have lunch with a celebrity.  However, with Introbuzz, anyone who knows anyone is a mini celebrity and social capital is valued.  We believe that people will pay for introductions that are meaningful since it can save or create significant value to someone’s life such as to find the right executive, nanny, software developer – or even the right squash player as examples.   Instead of paying for a lunch that neither party wants to eat, parties can get down to business knowing that their time has been valued.
 

 
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Introbuzz plans to serve three main groups of people:
 
Seekers, who want to meet people.
 
Mavens, who know a lot of people
 
Targets, who are people that other people want to meet.
 
For connection seekers -- Introbuzz will allow people seeking meaningful connections, be it for professional (I’d like to sell you something), personal business (I need a good lawyer) or romance (do you know any single guys I can meet?) to do so by paying a fee.  In doing so, we believe it removes the need to explain yourself, as you are allowing your wallet to speak for what you feel would be a good use of time.
 
For mavens – people who know lots of people; Introbuzz allows people to generate revenue based on
 
a)  
Who they know (I can introduce you to the CEO of Company XYZ)
 
b)  
What they know (I’m the CEO of company XYZ.  For “X” dollars, I’ll grant a meeting)
 
For targets – people who are of value to meet; Introbuzz plans to provide a meaningful filter and introduction mechanism.  Rather than meeting someone just because someone thinks it’s a good idea, Targets know immediately that their time or connection is valuable.
 
Introbuzz Revenue Model:
 
In exchange for providing a venue where people can pay to meet the right people, Introbuzz plans to charge 10% of any fees generated. Introbuzz hopes to secure enough users and generate sufficient transactions within its first year to sustain operations and provide the Company with growth opportunity.
 
Current Status: We plan to launch our website www.introbizz.com by the end of the next quarter after our minimum offering has been raised.  

We have identified a company in Texas to provide us with server space at a cost of $99 per server.  This ongoing cost is allocated for in the “Use of Proceeds” section in the line item “Programming Costs.”  If additional server space is needed (based on traffic to our site) this company can provide ample servers immediately on demand.

The programming code has been written for the functionality of the website.  Similarly, the graphics have also been mostly developed as well.  The integration of these two features has not been completed in full and is still undergoing layout and color revisions.  As such, the website is password protected until launch.
 
·  
Graphic upgrades
 
·  
Integration of graphics and code
 
·  
Remove Password Feature
 
· 
Index URL (Uniform Resource Locator) to Search Engines

 
 
 

 
(Balance of the Page Intentionally Left Blank)

 
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 HOW IT WORKS
 
Introbuzz plans to work as follows:
 
The below screen is a representation of our anticipated website/network planned at initial launch.
 
 

 
·  
A business executive (Mike/seeker) wishes to meet the CEO of XYZ Company.  A company that he thinks would be a good client.   The CEO of ZYZ Company, Doug/target, is outside of Mike’s network.  Doug is a hard to reach guy, and isn’t a part of Introbuzz.
 
·  
Mike searches Introbuzz.com for XYZ Company CEO.  And finds that a guy named John/maven, in Seattle, knows him and has an estimated interaction fee of  “X” dollars for a 15 minute discussion.  Mike uses Introbuzz to request an introduction. .
 
·  
John gets the request via email, which includes some details of why he wants to meet “I don’t want to sell him anything, I just want to introduce myself and let him know about my company”.
 
·  
John thinks this would be something that is a good use of Doug’s time, and forwards a preformatted email message to Doug that explains the request.  John and Doug can agree to the meeting with John keeping the fee, split the fee, or agree to give it to a designated charity.
 

 
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·  
John passes the message along to Doug.  After spending a couple minutes learning more at Introbuzz.com, Doug agrees to the phone meeting.  In this case, Doug agrees to meet with Mike as long as the money goes to the Sierra Club.
 
·  
A message is then sent to Mike with contact information to reach Doug at a certain time and contact is made.  Currency is transferred from Mike’s account to Doug.
 
·  
The next day the 15 minute phone call takes place.  Doug and Mike find some common ground and see some opportunity to chat again in the future.
 
·  
Mike rates his interaction with Doug as “Very Worthwhile!” and with John as “Strong Connector”
 
Value Generated

·  
Mike met a desired person that will help him advance his business or personal career that he would likely have never met were it not for Introbuzz.
 
·  
John was able to generate revenue in addition to putting Doug in touch with someone worthwhile.  John knew he was worthwhile because he was immediately available to pay for Doug’s time.
 
·  
Doug was able to generate a donation for a cause that is important to him, and at the same time was able to connect with someone new and potentially strategic in his industry.
 
·  
Introbuzz generated “X” dollars in fees and added another user, who is likely to tell more people about the service and how well it worked.
 
Technology/Product  Development
 
Introbuzz plans to offer the following functionality for the initial launch of network.

Functionality

User Interface
·  
Search mechanism
•  
Name
•  
Occupation
•  
Bio
•  
Age
·  
Admin module for featured connections and mavens
·  
Registration
·  
Listing Associates
•  
Name, Industry, description
•  
Optional:  "list as", biography, estimated rate, estimated availability (pulldown: email / phone / in person meeting)
·  
Option to invite associates (button to right)
·  
Upload your outlook address book

Invitations
·  
Getting invited by a Friend (someone you are linked with through Introbuzz)
·  
Getting invited by an Acquaintance (someone you know, but you aren't on Introbuzz)
·  
Getting invited by a stranger (Introbuzz emails someone who isn't on Introbuzz and invites them)
·  
Getting invited by an Introbuzz address book
·  
Requesting an invitation
·  
Message systems for coordinating permissions
•  
Agree to be introduced
•  
Agree pending more info

 
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•  
Agree to payment terms
•  
Decline to be introduced
Payments
·  
Payment systems for
•  
Securely storing payment data
•  
Spitting payments
•  
Paying non profits
·  
User inbox
·  
Paying for the Introbuzz

Other
·  
Executing the Introbuzz and leaving feedback
·  
Feedback -- this person
·  
Featured introductions
·  
Paying for connections
·  
Paid associations (linked to "my causes")
·  
Looking for connections
·  
Terminating a connection

Functionality and Planned Screen Shots
 
The below screen is a representation of our anticipated website/network planned at initial launch.
 
 

 
 
25

 

This main page is planned to illustrate some of the items that people will see when they first visit Introbuzz.  Immediately, they are presented with an updated list of people seeking connections, as well as Mavens who can introduce you to entire networks of people.  A celebrity profile is planned to be featured as often as possible, and the non-profits that benefit from Introbuzz will also receive a prominent position.  Low intensity graphics and minimalist design will be targeted throughout the site.
 
The below screens are a representation of our anticipated website/network planned at initial launch.
 
 
 
 
26

 
 
 
 
27

 

Marketing

This section details our sales and marketing strategies during the next twelve months following placement of our offering.

The following is an overview of the company’s planned marketing activities during this timeframe.
 
Positioning:

·  
For mavens: Your social and professional network is valuable.  Don’t give it away.
·  
For targets:  Create a filter for people who need to meet you most – and make money for charity   Does someone really need to meet you?
·  
For seekers:  One person can change your life.  Wouldn’t you agree?
·  
For the mass public:  Isn’t Introbuzz that place where you can pay to meet a celebrity?
·  
Introbuzz is looking to benefit great causes by allowing people who have a lot of people seeking time and meetings to create donations for great causes.

The following summarizes the strategies and tactics Introbuzz plans to use to generate its revenue goals.

1.  
Strategy:  Enroll Non-Profit membership networks. Introbuzz plans to generate revenue that can be applied to non-profits which, in turn, can also be a major marketing tool.  For example, the Sierra Club has a large membership and even more people are part of college alumni groups.  All of these groups rely on their members to generate donations, and in many ways, these non-profits rely on social capital to keep donations flowing.  Today, people may make donations to help causes, but to also meet other people who are part of the group.  Introbuzz would formalize that process by

a.  
Offering “Featured Non-profits” the ability to receive reduced rates in exchange for introducing their networks
b.  
Providing a “Non-profit ticker” that shows the total amounts raised for each non profit
c.  
Generating news and PR coverage of donations via Introbuzz

2.  
Strategy:  Make viral marketing happen through seamless invites:  Introbuzz planned business is built on being able to easily upload your contacts and notify people about Introbuzz.  Asking permission to list someone, inviting someone, or suggesting to someone that they join Introbuzz are all valid reasons for enlisting new members.

Introbuzz hopes to attract and invite members utilizing the following tactics:

a.  
Users will be encouraged to invite their entire address book through easy to use tools – i.e. “Would you like to import your outlook or other address book and have Introbuzz invite people to your network?”
b.  
Users will be encourage to upload “Connections I am seeking
c.  
Users will be encouraged to confirm details such as rate and availability which will cause targets to learn about Introbuzz.

Marketing Goals and Market Positioning Principles we plan to initiate and carry through as a vision for long-term success in the marketplace.

Market place positioning we want to avoid as a long-term goal:

·  
Just another social network . . . . .
·  
As competing directly with LinkedIn or Facebook
 
Enroll Celebrities:  Introbuzz plans to provide a natural platform to enable celebrities to raise money for causes in a seamless, meaningful and hassle free-way.  Typical charity auction type of activities such as “lunch with celebrity” X or “A lesson with sports pro Y” can be transacted over Introbuzz. Beyond the typical time intensive activities, however, Introbuzz can offer a less time consuming yet perhaps equally meaningful interaction:  For example;

 
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·  
A professional football athlete could receive an email of your son’s passing action and provide feedback.
·  
A celebrity pop singer can offer feedback on an aspiring music stars’ new song
·  
A business consultant can review your company’s situation and provide business advice
·  
A golf professional can review a video of your golf swing and emailing you back their opinion.

Athletes/Celebrities such as the above most likely don’t need the money.  However, their legacy is important to them, and in offering themselves electronically, they can save significant time in addition to generating more money for their favorite causes.  We hope that the newness and novel nature of the Introbuzz concept will be newsworthy while pitching the story to mass media outlets along with easy to digest examples (ie celebrities action, plus quotes from commons folks).  
 
Growth Strategy of the Company
 
Introbuzz intends to launch a social network based on the premise that your network is valuable and not something you give away.  Our goal is not to be known as “just another social network” and not as a competitor of existing social networks, but rather an alternative with benefits.

Current social network sites are based on advertising.  They typically do not value your privacy or your network and are based only on driving more users or friends, regardless of “value”.  The social networks have been successfully built using a business model of more users = more advertising revenue.

We plan to provide a new opportunity in the social network marketplace that is built on introducing people in your network instead of simply “showing off” your network.  Introbuzz’s planned operations are based on the premise that to reach people in your network, you should have to pay a fee either to the person introducing and/or to the person you wish to meet.  The fee can be directly donated to charity, or received as cash.  The groups of people seeking this type of network are as follows:

Connection seekers:  We define this group as people who currently pay to attend trade shows to meet customers and in essence pay to meet key people to their business. On Introbuzz, they could do so with searches such as “Media Buyer”, “Software Purchasing” or “Real Estate Developer”.   If they were looking to connect with someone who worked at Starbucks to learn how to work with the company you would search for “Star Bucks Marketing”.

For people’s personal lives, a cash bounty serves as a filter and an attention getter to find the right person who won’t waste your time:
 
·  
Sports – “Squash beginner Seattle” or “Training partner for marathon”
·  
Fanatics – “Chevy vintage parts” or someone looking for tickets – ie “Seattle Seahawks”
·  
Romance – “Seeking woman with no kids, Civil war buff, Dave Matthews fan, over 5’8”.  Most people’s idea of a perfect mate is detailed and is difficult to find.

For information hounds:  This group of people we define as individuals who seek information more than the connection with a person and would pay to get information that is meaningful to their business or life experiences. This is similar to “Yahoo Answers”

Life experiences:  “I’m looking to pay “X” dollars to find someone who”
 
·  
Traveled wine country in New Zealand
·  
How to raise twins in an urban professional household
 
Business experiences:
 
·  
Looking for information on running a local print directory in Denver
·  
Looking for information on running a milk farm in Kazakhstan

 
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Mavens:  This group of people provides connections to multiple people.  They aren’t seeking to make new friends or associates -- Their network is full of great people, and if anything, they’ve made a practice of introducing people at no cost just to remain connected.  However, Introbuzz provides a gateway to monetizing this network of people they’ve spent a lifetime building.

·  
Real estate agents – connecting contractors and homeowners,
·  
Small business owners – accountants, contractors, network technicians, attorneys, graphics people, marketing agents
·  
Salespeople – They know hundreds, if not thousands of people, not all of which are valuable or target customers, but could be an extremely valuable to others.
·  
Stock brokers – could offer their clients to be part of their Introbuzz network to meet new people
·  
Anyone’s “Ppersonal Service” network – landscapers, handymen, dry cleaners, massage therapy, maids,

For experts (targets)
 
·  
These people are celebrities, hold a position of power (i.e. director of purchasing), or are simply very popular people.  They are introduced to seekers by mavens.  They can use Introbuzz as a filter for finding “who means business” when they want to be introduced, and often use the proceeds to benefit a non-profit.

12 Month Growth Strategy and Milestones Based on Minimum Offering Proceeds Raised

The Company planned the goals and milestones based on the Minimum Offering proceeds raise of $50,000 and the Maximum Offering proceeds raised of $100,000 through the offering after deducting estimated offering expenses estimated to be $7,000.  We have prudently budgeted Minimum Offering proceeds of $50,000 to sustain operations for a twelve-month period.  In the event we are successful in raising the Maximum Offering of $100,000; this will enable the Company expand our marketing and enhance programming features (please see section titled “Proposed Milestones to Implement Business Operations” for a detailed description of the distribution).

We plan to launch our website www.introbizz.com by the end of the next quarter after our minimum offering has been raised.  We have identified a company in Texas to provide us with server space at a cost of $99 per server.  This ongoing cost is allocated for in the “Use of Proceeds” section in the line item “Programming Costs.”  If additional server space is needed (based on traffic to our site) this company can provide ample servers immediately on demand.
 
Note: The Company planned the milestones based on quarters.

Quarter

0-3 Months          (estimated expenditures based on Minimum Offering raised $16,000)
(estimated expenditures based on Maximum Offering raised $26,000)
·  
Evaluate and hire web designer to assess, critique and fine-tune current site
·  
Map-out site structure for anticipated increases in site traffic
·  
Enhance programming features

4-6 Months          (estimated expenditures based on Minimum Offering raised $11,000)
(estimated expenditures based on Maximum Offering raised $29,000)
·  
Enhance our web site design
·  
Begin marketing plan for website and tie into design
·  
Evaluate and identify possible joint venture opportunities with companies/websites
·  
Enhance code based on traffic and feed-back
·  
Initiate marketing campaign
 
7-9 Months          (estimated expenditures based on Minimum Offering raised $9,500)
(estimated expenditures based on Maximum Offering raised $24,500)
·  
Initiate two-year marketing plan utilizing a commissioned sales force

 
30

 

·  
Organize and develop affiliate marketing programs
·  
Continue with marketing efforts
·  
Revise and further develop code and web site features

10-12 Months       (estimated expenditures based on Minimum Offering raised $6,500)
(estimated expenditures based on Maximum Offering raised $13,500)
·  
Analyze web-site leads/revenue generating effectiveness and make necessary adjustments/changes
·  
Analyze marketing efforts to date and address necessary deficiencies
·  
Finalize detailed two-year marketing and business plan

The foregoing represents our best estimate of the allocation of the proceeds of this offering based on planned use of funds for the our operations and current objectives. In the event the offering is closed where the minimum has been raised, but the maximum has not been attained, our management will distribute pro-rata to the application working capital categories.
 
Competitor Analysis
 
Introbuzz has many potential competitors in the web based social network marketplace.  We consider the competition is competent, experienced, and they have greater financial and marketing resources than we do at the present. Our ability to compete may be adversely affected by the ability of these competitors to devote greater resources to the marketing of their products than are available to our Company.   Some of the Company’s competitors also offer a wider scope of services and have greater name recognition.

Social networks have garnered considerable attention in recent years.  Social networks include companies such as Facebook.com, Linkedin.com, Doostang, Myspace.com, and  Bebo.  To date most social networks have executed a business model based on advertising revenues.  Myspace and Bebo have focused more on entertainment based social networks.  Linkedin can be considered the leader in business social networking.

Web Site and Description:

Facebook is a social networking website that was launched on February 4, 2004. The free-access website allows users to join one or more networks, such as a school, place of employment, or geographic region to easily connect and interact with other people. Users can post messages for their friends to see, and update their personal profile to notify friends about themselves. The name of the website refers to the paper facebooks depicting members of a campus community that some colleges and preparatory schools give to incoming students, faculty, and staff as a way to get to know other people on campus.

LinkedIn is a free business social networking site that allows users who register to create a professional profile visible to others. Through the site, individuals can then maintain a list of known business contacts, known as Connections. LinkedIn users can also invite anyone to join their list of connections. LinkedIn offers an effective way by which people can develop an extensive list of contacts, as your network consists of your own connections, your connections' connections (2nd degree connections), as well as your 2nd degree's connections (called your 3rd degree connections).  Other LinkedIn features include paid accounts that offer more tools to find people, and "LinkedIn Answers" developed in January 2007. A free feature, "LinkedIn Answers" allows registered users to post business-related questions that anyone else can answer.

Doostang is a social-networking site geared towards individuals seeking career advancement. It is a more exclusive type of business networking service based on invitations.
 
Patents and Trademarks
 
At the present we do not have any patents or trademarks.
 
Need for any Government Approval of Products or Services
 
We do not require any government approval for our products.

In the event any of our operations or products requires government approval, we will comply with any and all local, state and federal requirements.

 
31

 
 
Government and Industry Regulation
 
We will be subject to federal laws and regulations that relate directly or indirectly to our operations including securities laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business.
 
Research and Development Activities
 
Other than time spent researching our business and proposed markets and segmentation, the Company has not spent any funds on research and development activities to date.  In the event opportunities arise from our operations, the Company may elect to initiate research and development activities, but the Company has no plans for any activities to date.
 
Environmental Laws
 
Our operations are not subject to any Environmental Laws.
 
Employees and Employment Agreements
 
We currently have one employee, our executive officer, Kenneth Carter who currently devotes approximately 10 hours a week to our business and is responsible for the primary operation of our business.  Once the public offering is closed, Mr. Carter plans to spend the time necessary to run the marketing campaign and direct the primary operations of the business.  There are no formal employment agreements between the company and our current employee.
 
DESCRIPTION OF PROPERTY
 
Introbuzz uses an administrative office located at 7816 Calico Flower Avenue, Las Vegas, Nevada 89128.  Mr. Carter, the sole officer and director of the Company, provides the office space free of charge and no lease exists.  We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company.
 
LEGAL PROCEEDINGS
 
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
No public market currently exists for shares of our common stock.  Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

PENNY STOCK RULES

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock.  The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act.  The shares will remain penny stocks for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/his investment.  Any broker-dealer engaged by the purchaser for the purpose of selling his or his shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.  Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

 
32

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

 
-
Contains a description of the nature and level of risk in the market for penny stock in both Public offerings and secondary trading;
 
 
 
-
Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;

 
-
Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price;

 
-
Contains a toll-free number for inquiries on disciplinary actions;

 
-
Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

 
-
Contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

 
-
The bid and offer quotations for the penny stock;

 
-
The compensation of the broker-dealer and its salesperson in the transaction;

 
-
The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

 
-
Monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules.  Therefore, stockholders may have difficulty selling their securities.

REGULATION M

Our officer and director, who will offer and sell the Shares, is aware that he is required to comply with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended.  With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

REPORTS

We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC.  All reports and information filed by us can be found at the SEC website, www.sec.gov.

STOCK TRANSFER AGENT

We currently do not have a stock transfer agent.  Introbuzz has identified several agents to retain that will facilitate the processing of the certificates upon closing of the offering.

 
33

 
 
FINANCIAL STATEMENTS
 
INTROBUZZ
Financial Statements
For the Years Ended December 31, 2011 and 2010 and
the period May 1, 2008 (date of inception) through December 31, 2011

 
 
Page
Financial Statements:
 
   Report of Independent Registered Public Accounting Firm
F-1
   Balance Sheets
F-2
   Statements of Operations
F-3
   Statement of Changes in Stockholders’ Equity
F-4
   Statements of Cash Flows
F-5
   Notes to Audited Financial Statements
F-6


 
34

 
 

Peter Messineo
Certified Public Accountant
1982 Otter Way Palm Harbor FL 34685
peter@pm-cpa.com
T   727.421.6268   F   727.674.0511

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders:
Introbuzz
Las Vegas, Nevada 89128
 
I have audited the balance sheets of Introbuzz (a development stage entity) as of December 31, 2011 and 2010 and the related statement of operations, changes in stockholder’s equity, and cash flows for the year ended December 31, 2011 and 2010 and the period May 1, 2008 (date of inception) through December 31, 2011. These financial statements are the responsibility of the Company’s management.  My responsibility was to express an opinion on these financial statements based on my audits.
 
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement.  The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.  My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were 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, I express no such opinion.  An audit 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, as well as evaluating the overall financial statement presentation.  I believe that my audit provide a reasonable basis for my opinion.
 
In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Introbuzz as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the year ended December 31, 2011 and 2010 and for the period May 1, 2008 (date of inception) through December 31, 2011, 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 2 to the financial statements, the Company has incurred a loss, has not generated revenue, has not emerged from the development stage, and may be unable to raise further funds through equity or other traditional financing. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ Peter Messineo, CPA      
Peter Messineo, CPA
Palm Harbor, Florida
January 17, 2012, except for Note 8 as to which the date is March 13, 2012
 
 
 
F-1

 
 
 
Introbuzz
(A Development Stage Entity)
Balance Sheets
 
 
   
   
December 31,
   
December 31,
 
   
2011
   
2010
 
             
ASSETS
           
             
Current Assets
           
Cash and cash equivalents
  $ 15     $ 15  
Total Current Assets
    15       15  
                 
Intangible assets, net of accumulated
               
amortization of $30,867 and $22,267, respectively
    12,133       20,733  
    TOTAL ASSETS   $ 12,148     $ 20,748  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current Liabilities
               
Accounts payable
  $ 3,500     $ -  
   Accrued interest of shareholder loans     5,170       3,760  
Loans from shareholder
    47,000       47,000  
Total Current Liabilities
    55,670       50,760  
                 
Stockholders' Deficit
               
Common stock: 10,000,000 authorized; $0.001 par value
               
     6,000,000 shares issued and outstanding     6,000       6,000  
Accumulated deficit during development stage
    (49,522 )     (36,012 )
Total Stockholders' Deficit
    (43,522 )     (30,012 )
                 
    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $ 12,148     $ 20,748  
 
 
 
 
See auditor's report and notes to the audited financial statements
 
 
F-2

 
 
 
Introbuzz
(A Development Stage Entity)
Statements of Operation
 

               
May 1, 2008
 
   
For the Year Ended
   
(inception)
 
   
December 31,
   
December 31,
 
   
2011
   
2010
   
2011
 
                   
Revenues
  $ -       -     $ -  
                         
Operating Expenses
                       
Professional
    3,500       -       5,500  
General and administrative
    -       33       1,985  
Research and development
            -       6,000  
Depreciation and amortization
    8,600       8,600       30,867  
   Total operating expenses
    12,100       8,633       44,352  
                         
Net loss from operations
    (12,100 )     (8,633 )     (44,352 )
                         
Other income (expense)
                       
Interest expense
    (1,410 )     (1,410 )     (5,170 )
Income taxes
    -       -       -  
                         
Net loss
  $ (13,510 )   $ (10,043 )   $ (49,522 )
                         
Basic and diluted loss per share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average number of shares outstanding
     6,000,000        6,000,000          


 
See auditor's report and notes to the audited financial statements
 
 
F-3

 
 
Introbuzz
(A Development Stage Entity)
Statement of Stockholders' Deficit
 
 
                     
Deficit
Accumulated
       
               
Additional
   
During the
       
   
Common Stock
   
Paid in
   
Development
       
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                               
Balance as of May 01, 2008
    -     $ -     $ -     $ -     $ -  
                                         
Common shares issued:
                                       
May 1, 2008, to founders for cash at $.001
    6,000,000       6,000       -               6,000  
                                         
Net loss
                            (9,319 )     (9,319 )
                                         
Balance as of December 31, 2008
    6,000,000       6,000       -       (9,319 )     (3,319 )
                                         
Net loss
                            (16,650 )     (16,650 )
                                         
Balance as of December 31, 2009
    6,000,000       6,000       -       (25,969 )     (19,969 )
                                         
Net loss
                            (10,043 )     (10,043 )
                                         
Balance as of December 31, 2010
    6,000,000       6,000       -       (36,012 )     (30,012 )
                                         
Net loss
                            (13,510 )     (13,510 )
                                         
Balance, December 31, 2011
    6,000,000     $ 6,000     $ -     $ (49,522 )   $ (43,522 )
 
 
 
 
See auditor's report and notes to the audited financial statements
 
 
F-4

 
 
Introbuzz
(A Development Stage Entity)
Statements of Cash Flows
 

               
May 1, 2008
 
               
(inception)
 
               
through
 
   
December 31,
   
December 31,
 
   
2011
   
2010
   
2011
 
 CASH FLOWS FROM OPERATING ACTIVITIES:
                 
 Net loss
  $ (13,510 )   $ (10,043 )   $ (49,522 )
Adjustment to reconcile Net Income to net
                       
  cash provided by operations:
                       
     Depreciation and amortization
    8,600       8,600       30,867  
Changes in assets and liabilities:
                       
   Accounts payable
    3,500       -       3,500  
   Accrued interest     1,410       1,140       5,170  
 Net Cash Used in Operating Activities
    -       (33 )     (9,985 )
                         
                         
 CASH FLOWS FROM INVESTING ACTIVITIES:
                       
 Development of intangible assets
    -       -       (43,000 )
 Net Cash Used in Investing Activities
    -       -       (43,000 )
                         
                         
 CASH FLOWS FROM FINANCING ACTIVITIES:
                       
 Advances from related parties
    -       -       47,000  
 Issuance of common stock
    -       -       6,000  
 Net Cash Provided by Financing Activates
    -       -       53,000  
                         
 Net increase (decrease) in cash and cash equivalents
    -       (33 )     15  
 Cash and cash equivalents, beginning of period
    15       48       -  
 Cash and cash equivalents, end of period
  $ 15     $ 15     $ 15  
                         
                         
 Supplemental Cash Flow Information
                       
 Cash paid for interest
  $ -     $ -     $ -  
 Cash paid for taxes
  $ -     $ -     $ -  



 
See auditor's report and notes to the audited financial statements
 
 
F-5

 
 
INTROBUZZ
(A Development Stage Entity)
Notes to the Financial Statements
For the Years Ended December 31, 2011
and 2010 and for the period
May 1, 2008 (date of inception) through December 31, 2011
 
 
1.  
Nature of Operations and Significant Accounting Policies
 
Nature of Operations
Introbuzz (“IBuzz” or the “Company”) was incorporated in the State of Nevada on May 1, 2008. IBuzz’s was founded on the premise that personal networks and contacts are valuable.  Social networks are web based services that allow individuals to post a profile and link their profile to other friends and organizations.   Social networks have largely been a “personal branding” exercise or for pure entertainment, IBuzz is a referral service for introductions.
 
Development Stage Entity
 
The Company is a development stage company, with no revenues, in accordance with FASB ASC 915 Financial Reporting for Development Stage Entities. The Company intends to develop a social network business and is currently seeking funding through the sale of its common stock to fund the preliminary stages of developing its website. It is the company’s intent to develop a database of professional and other business persons as well as other interested persons in providing and utilizing contacts.
 
Activities during the development stage primarily include related party equity-based and or equity financing transactions.  Our efforts to date have been concentrated on financing, administrative efforts towards public compliance and our product’s development.
 
Management’s plan in regard to the development of operations, upon adequate funding, is to hire a web designer(s) to assess, critique and fine-tune our current network site.  Work is also planned for mapping-out the site structure for anticipated increases in site traffic. Upon design and mapping we anticipate that additional programmer(s) will be hired on a part-time or contract basis to support the anticipated site launch.  Our overall goal is continued site improvement for launch on the World Wide Web, anticipated within three months after securing our minimal funding targets.
 
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
 
Use of Estimates
The Financial Statements have been prepared in conformity with U.S. GAAP, which requires using management’s best estimates and judgments where appropriate.  These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.  Actual results could differ materially from these good faith estimates and judgments.
 
Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
 
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
 
·  
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
 
 
 
F-6

 
 
·  
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
·  
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
 
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
 
The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements.
 
As of December 31, 2011 the fair values of the Company’s financial instruments approximate their historical carrying amount.
 
Cash and Cash Equivalents
Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with a maturity of three months or less.
 
Accounts Receivable, Credit
The Company currently has not generated any revenue from operations.  The Company will be charging for referral fees at the time a referral is placed.  Fee for referral will be based on a negotiation between third parties.  There is no subscription base for belonging to the group.  Billings will occur at the point of referral transmission and collection on customer accounts through credit cards or direct payments.  The Company does not issue credit on services provided, therefore there will be no accounts receivable.  No allowance for doubtful accounts is considered necessary to be established for amounts that may not be recoverable, since there has been no credit issued.  
 
Software Development Costs and Capital Technology
The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs.  The Company has capitalized the cost of the proprietary website technology, purchased from unrelated third party developers.  Additional costs to customize, modify and betterment to the existing product was charged to expense as it was incurred
 
Capitalized software costs are stated at cost.  The estimated useful life of costs capitalized is currently being amortized over five years. Amortization is computed on a straight line basis.   The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of the proprietary software existed at December 31, 2011.
 
 
F-7

 
 
Long-lived assets and intangible property: 
Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  The Company did not recognize any impairment losses for any periods presented.
 
Share-based payments
Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in the future periods for employee services.
 
The Company may issue restricted stock to consultants for various services.  Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The company has not issue shares during the periods presented, however it anticipates that shares may be issued in the future.
 
Revenue recognition
The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.
 
The Company has not issued guarantees or other warrantees on the success or results of references paid.  The Company has no history and has not experienced any refund requests or committed to any adjustments for failed references.  The Company does not believe that there is any required liability.
 
Advertising
The costs of advertising are expensed as incurred.  Advertising expense was $0 for the year ended December 31, 2011 and 2010.  Advertising expenses, when incurred are to be included in the Company’s operating expenses.
 
Research and Development
The Company expenses research and development costs when incurred.  Research and development costs include engineering and testing of product and outputs.  Indirect costs related to research and developments are allocated based on percentage usage to the research and development. Research and development costs were $0, $0 and $6,000 for the years ending December 31, 2011 and 2010 and for the period from inception through December 31, 2011, respectively.
 
 
F-8

 
 
Income taxes
The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
Earnings (loss) per share
Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. The Company does not have any potentially dilutive instruments and, thus, anti-dilution issues are not applicable.
 
Recent Accounting Pronouncements
 
In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities. This standard is effective for interim and annual reporting periods ending on or after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.
 
In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings. This standard no longer allows companies to present components of other comprehensive income only in the statement of equity. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements other than the prescribed change in presentation.
 
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.
 
 
F-9

 
 
2.  
Going Concern
 
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet emerged from its development stage, has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.  These factors raise substantial doubt about its ability to continue as a going concern.
 
In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
 
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
3.  
Intangible Assets
 
Intangible assets
The Company has capitalized the cost of acquiring their technology for internal and external use.  The purchase price was valued at the agreed upon price with the unrelated party.  Acquired software costs consist of the following, as of December 31:
 
   
December 31, 2011
   
December 31, 2010
 
             
Website
  $ 43,000     $ 43,000  
Less accumulated amortization
    30,867       22,267  
    $ 12,133     $ 20,733  
                 
Future amortization:
               
     2012
  $ 8,600          
     2013
    3,533          
     2014 and thereafter
    -          
    $ 12,133          
 
Amortization expense was $8,600, $8,600 and $30,867 for the year ended December 31, 2011and 2010 and for the period May 1, 2008 (date of inception) through December 31, 2011, respectively.
 
 
F-10

 
 
4.  
Income Taxes
 
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
 
The Company has not recognized an income tax benefit for its operating losses generated from operations, based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  
 
Deferred tax assets resulted from the net operating losses generated by the Company. The Company provides for income taxes, for the periods ended December 31, is as follows:
 
   
2011
   
2010
 
Current provision
           
Income tax provision (benefit) at statutory rate
  $ (4,600 )   $ (3,400 )
State income tax expense (benefit), net of federal benefit
    (500 )     (400 )
   subtotal
    (5,100 )     (3,800 )
Valuation allowance
    5,100       3,800  
    $ -     $ -  
 
Under the Internal Revenue Code of 1986, as amended, these losses can be carried forward twenty years.   As of December 31, 2011 the Company has net operating loss carry forwards in the amount of $36,000 as of December 31, 2010, which begin to expire in 2028.
 
The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the short year ending December 31, 2008 (year of inception).  The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the years ended December 31, 2011.
 
5.  
Related Party Transactions
 
Loans from Shareholder
In support of the Company’s efforts and cash requirements, it is relying on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing.  Amounts represent advances or amounts paid in satisfaction of certain liabilities as they come due. The advances are considered temporary in nature and have not been formalized by a promissory note.  Notes are considered payable on demand and is non-interest bearing. The Company owed $47,000 to its current sole shareholder as of December 31, 2011 and $47,000 to its prior sole shareholder as of December 31, 2010, respectively.  Interest has been imputed and accrued at a rate of 3%, as management believes that interest expense would be material and therefore accrued.  Accrued interest totaled $5,170 and $3,760 as of December 31, 2011 and 2010, respectively.  See note 8, subsequent events.
 
 
F-11

 
 
The majority shareholder has pledged his support to fund continuing operations; however there is no written commitment to this effect.  The Company is dependent upon the continued support of this member.
 
The Company utilizes space provided by the majority shareholder without charge.  Rent was $0 for all periods presented.
 
The Company does not have an employment contract with its key employee, the sole shareholder who is the Chief Executive and Chief Technical Officer.
 
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
 
6.  
Equity
 
The total number of shares of capital stock which the Company shall have authority to issue is ten million (10,000,000) common shares with a par value of $.001, of which 6,000,000 have been issued to the founder.  The Company intends to issue additional shares in an effort to raise capital to fund its operations.  Common shareholders will have one vote for each share held.
 
No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
 
The Company is currently engaged in the registration of its equity, for the purpose of raising cash through the issuance of common shares.  The Company through its proposed equity raise anticipates issuing an additional 2 million shares.
 
There are no preferred shares authorized or outstanding.  There have been no warrants or options issued or outstanding.
 
7.  
Contingencies
 
Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
 
From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.
 
8.  
Subsequent events
 
On March 13, 2012, the shareholder note, described in note 5, in the amount of $47,000, and accrued interest in the amount of $5,170 and $3,760 as of December 31, 2011 and 2010, has been forgiven.
 
Management has evaluated subsequent events and is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the issuance of this report on January 17, 2012 that should be disclosed.  Management has updated subsequent events through March 13, 2012 and, except for above, there are no other significant events that are considered for disclosure.

 
F-12

 

   INTROBUZZ, INC.  
 Financial Statements  
   
 
Page
Financial Statements:
 
   Balance Sheets, March 31, 2012 (unaudited) and December 31, 2011 (audited)
F-14
   Statements of Operations, for the three month periods ended March 31, 2012 and 2011 (unaudited) and for the period May 1, 2008 (date of inception) through March 31, 2012 (unaudited)
F-15
   Statement of Changes in Stockholders’ Equity (Deficit), for the period May 1, 2008 (date of inception) through March 31, 2012 (unaudited)
F-16
   Statements of Cash Flows, for the three month periods ended March 31, 2012 and 2011 (unaudited) and for the period May 1, 2008 (date of inception) through March 31, 2012 (unaudited)
F-17
   Notes to Financial Statements (unaudited)
F-18


 
F-13

 
 
 
Introbuzz, Inc.
(A Business Development Stage Company)
Balance Sheets
 
 
   
   
March 31,
   
December 31,
 
   
2012
   
2011
 
   
(unaudited)
   
(audited)
 
ASSETS
           
             
Current Assets
           
Cash and cash equivalents
  $ 15     $ 15  
Total Current Assets
    15       15  
                 
Intangible assets, net of accumulated
               
amortization of $33,017 and $30,867, respectively
    9,983       12,133  
                 
TOTAL ASSETS
  $ 9,998     $ 12,148  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current Liabilities
               
Accounts payable
  $ 5,576     $ 3,500  
Accrued interest on shareholder debt
    -       5,170  
Loans from shareholder
    -       47,000  
Total Current Liabilities
    5,576       55,670  
                 
Stockholders' Equity
               
Common stock: 10,000,000 authorized; $0.001 par value
               
6,000,000 shares issued and outstanding
    6,000       6,000  
Additional paid in capital
    52,523       -  
Accumulated deficit during development stage
    (54,101 )     (49,522 )
Total Stockholders' Equity (Deficit)
    4,422       (43,522 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 9,998     $ 12,148  


 
 
See notes to unaudited financial statements

 
F-14

 

Introbuzz, Inc.
(A Business Development Stage Company)
Statements of Operations
(unaudited)
 
 
               
May 1, 2008
 
   
For the Three Months Ended
   
(inception)
 
   
March 31,
   
March 31,
 
   
2012
   
2011
   
2012
 
                   
Revenues
  $ -     $ -     $ -  
                         
Operating Expenses
                       
Professional
    750       -       6,250  
General and administrative
    1,326       -       3,311  
Research and development
    -       -       6,000  
Amortization
    2,150       2,150       33,017  
   Total operating expenses
    4,226       2,150       48,578  
                         
Net loss from operations
    (4,226 )     (2,150 )     (48,578 )
                         
Other income (expense)
                       
Interest expense
    (353 <