LEGAL DISCLAIMER
Phinge Corporation the (Company) is "Testing the Waters" under Regulation A+ under the Securities Act of 1933 and the revised provisions of the JOBS Act. The Company is not under any obligation to make an offering under Regulation A+. No money or other consideration is being solicited in connection with the information provided, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A has been filed and until the offering statement is qualified by the SEC pursuant to Regulation A+ of the Securities Act of 1933, as amended, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date.
Any person's indication of interest involves no obligation or commitment of any kind. The information in that offering statement will be more complete than the information the Company is providing now, and could differ materially. You must read the documents filed. No offer to sell the securities or solicitation of an offer to buy the securities is being made in any state where such offer or sale is not permitted under the "blue sky" or securities laws thereof. No offering is being made to individual investors in any state unless and until the offering has been registered in that state or an exemption from registration exists therein. The securities offered using Regulation A+ are highly speculative and involve significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. Some issuers may intend to list its securities on a national exchange and doing so entails significant ongoing corporate obligations including, but not limited to, disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards
About Phinge Corporation
Phinge Seeks to Launch an IPO for its Future Rewards-Based OS, Social Media Platforms & Mobile Hardware to Disrupt Apple, Google, Facebook & Big Tech
Phinge™️ Corporation is announcing its plans to raise $50 million in an initial public offering using the Regulation A+ offering established by the SEC in 2015 which allows all interested investors -- not only investment banks or institutional investors-- to participate in the IPO. The minimum investment to participate is $200. This affordable investment entry point will allow the general public, potential future users, businesses and platforms to join us to help build a new and incredible online mobile community which rewards those who participate.
The company intends to use the capital raised from the IPO to continue developing the world’s first Rewards-Based OS, its search portal PhindNow™️, as well as integrated retail, social media, video, streaming and messaging platforms beginning with its first social media and video sharing platforms Phriendle™️ and Piccial™️. In addition, Phinge looks to continue the development of its state-of-the-art mobile hardware and hybrid devices like PHONEBOOK™️ and cutting edge mobile and computer product lines like Phonebook by Phinge™️ and FUTURE™️.
We intend Phinge to be a true community where everyone has the opportunity to be rewarded for doing things they already do on mobile devices each day. From work, play, and social interactions to networking, entertainment, and travel, Phinge believes users and businesses alike should share in the revenues. In perhaps the biggest change to social media ever, Phinge looks to reward its users when they make recommendations and share posts, pictures, videos, and more. When friends or others interact with user recommendations and purchase goods and services associated with them, our users will get rewards from any revenue they help to generate. These rewards will be collected and stored on future Phinge mobile devices, and will spend like real cash at any of our partner merchants, businesses or platforms. Moreover, Phinge will offer rebate rewards to users when they shop through our platforms and with participating merchants. It makes perfect sense, right? Why shouldn’t the individual promoting something to friends and followers through recommendations or sharing get a reward? This is a true game-changer.
Currently big tech and social media companies bombard users with the endless unwanted clutter of continuous advertising. No longer will users, consumers and businesses have to accept aggressive advertising or have their personal data and privacy compromised, disseminated or sold to third parties. Users today have been told that such things are the price for the “privilege” of using these current social media sites, apps, and platforms. Well this will no longer be the case. Through Phinge, users will have more choice and control than ever before.
Phinge will be business-friendly and supportive, giving all merchants an equal playing field and the ability to advertise without upfront fees. Through its groundbreaking Rewards-Based OS, future mobile devices and social media apps like Piccial™️, Phriendle™️, and our search portal PhindNow™️, businesses will have the option to advertise to Phinge users and businesses free of charge, eliminating the biggest cost and barrier facing new startups and companies today. Businesses will only pay a percentage of the sale of their goods or services at the time of purchase through our platforms and our mobile devices. This will be a truly unprecedented benefit to assist new start-ups, entrepreneurs, influencers, emerging musicians, artists and others.
Phinge through its application programming interface (API) will allow app developers to make their apps seamlessly rewards-based on our platforms and mobile devices, and instantly available to all of our users. Users will earn rebates and can also redeem their rewards instantly the same as cash with any of our participating partners, app developers, companies and businesses. This will help drive new customers and revenue to those selling within our collaborative community.
Phinge will be launching many more rewards-based platforms in the future including Phreeviews™️, the only integrated rating and review platform that will reward users when other users or random consumers dine, shop or purchase sports and theatre tickets, or goods and services based on their reviews and recommendations of those businesses.
Phinge believes in giving back to local communities and organizations as well. Through Phinge Giving™️, a portion of company profits will be donated to approved local charities in Phinge users’ own hometowns and communities. Users can even select which charities they would like to see benefit.
Phinge believes that together we can change the future of technology for the better. While you are here we invite you to explore our exciting vision for a Rewards-Based mobile future and this unique potential investment opportunity. We look forward to welcoming you to our community. Together we can build and experience the mobile world we want to work, play and thrive in. Please also feel free to browse around our website for more information about Phinge and our platforms including our localized charitable platform Phinge Giving.
If you are interested in the proposed IPO please read all the information below carefully and fill out the form at the bottom of the page and submit. Thank you
EXHIBIT A
INDICATIONS OF INTEREST FORM
Price per common share is $10.00 (Ten Dollars) Amount of common shares available in the potential Reg A+ offering is 5,000,000 (Five Million) shares of regular common stock of PhingeTM Corporation, a Delaware corporation. Minimum shares that would be required is 20 (Twenty) shares for minimum investment of $200.00 (Two Hundred Dollars). We are seeking non-binding indications of interest. The Company reserves the right to not make the offering should the demand for the shares be insufficient or if it pursues another avenue of funding.
Please state in the form below how many shares you are considering purchasing if Company decides to proceed with a Reg A+ offering. Minimum shares that would be required is 20 (Twenty) shares for minimum investment of $200.00 (Two Hundred Dollars).
Please reference your initial indication of interest in the potential offering by recording your interest in the amount of shares at $10.00 per share and the total dollar amount you are interested in in the proposed IPO as referenced in the form below*.
*Please note per SEC regulatory rules: Individual investors may invest a maximum of the greater of 10% of their net worth or 10% of their net income in a Reg A+ offering (per offering). You acknowledge that the total dollar amount identified for your indication of interest and submitted to Phinge Corporation in the form below does not exceed this quantity and restriction.
RISK FACTORS
The Shares offered hereby are highly speculative, illiquid and involve a high degree of risk. The following risk factors should be carefully considered in evaluating PhingeTM and its business before investing in the Shares:
Speculative Nature of Investment
An investment in the Shares offered hereby is highly speculative. Only those persons who can bear the risk of loss of their entire investment should consider the acquisition of Shares.
New Business: New Entry to the Marketplace
PhingeTM is a Delaware corporation, incorporated in February, 2014. PhingeTM is new to the marketplace and even though it is developing cutting edge hardware, products, services applications and tools to customers and small businesses not currently available, it still will face stiff competition from larger companies that may try to hinder PhingeTM from getting a foothold in the marketplace.
Future Capital Needs
There is no assurance that the net proceeds derived from this offering will be sufficient for PhingeTM to continue in existence or achieve profitability. Therefore, additional financing will be necessary. Such financing may take the form of borrowings or additional sales of securities. There can be no assurance that such financing will be available when needed, or on terms acceptable to PhingeTM. If additional financing is obtained through additional sales of securities, such sales would, in all likelihood, result in dilution to investors who purchase Shares in this offering.
No Minimum Offering Size
The Shares hereunder are being offered by sellers PhingeTM Corporation. The offering raises $50,000,000 by offering 5,000,000 of its PhingeTM common stock shares (the “Shares”) for $10.00 each and are being offered in accordance with Regulation A+ of the JOBS Act. There is no minimum number of Shares which need to be sold in order for PhingeTM to accept a subscription for the Shares. No assurance can be given that all the Shares offered hereby will be sold. If all of the Shares offered hereby are not sold, PhingeTM will require additional financing from other sources, including bank loans. There can be no assurance that PhingeTM will obtain such financing.
Competition
Currently, there is not a dominant leader in a Rewards-Based real-time localized marketplace putting customers and merchants together instantly based on a local merchant immediate availability of products or services. The potential revenue to the Company is massive and untapped. If PhingeTM successfully shows that they have found the way through their innovative software, hardware and business model to create a Rewards-Based integrated social media and retail marketplace, competitors may take notice and try to enter the marketplace to copy or compete with what PhingeTM is doing.
Control by Current Management
As of the date of this Offering, the current Officers and Directors of PhingeTM control a majority of its stock. Such control may create a conflict of interest. Absence of Public Market There is currently no public market for any securities of PhingeTM, and there is no assurance that a public market for the Shares offered hereby will ever develop. As set forth in the Subscription Agreement, the Shares offered hereby are subject to various restrictions on transfer. Accordingly, purchasers of the Shares may not be able to liquidate their investment in PhingeTM in the foreseeable future, if ever. There can be no assurance that the Shares will ever be able to be resold at or near the offering price.
Limitation of Liability, Indemnification of Board of Directors
Company bylaws provide for indemnification by PhingeTM of the directors for monetary damages arising from any breach of fiduciary duties as a member of Phinge's Board of Directors. Furthermore, the Certificate of Incorporation of PhingeTM Corporation limit the liability of the directors for breaches of fiduciary duties in certain circumstances as permitted by Delaware Law. Thus, compensatory damages to PhingeTM and its shareholders arising out of a breach of fiduciary duties by a director are essentially eliminated.
Shares Eligible for Future Issuance
Upon the grant of additional options in the future or the issuance of additional shares in the future in order to attract and retain qualified personnel and the Company’s future operations, purchasers of shares in this offering will have a reduced equity interest in the Company and, depending upon the price at which such securities are issued, may experience significant additional dilution.
Dividend Policy
Phinge has not paid any cash dividends on its Shares and does not expect to pay dividends on its Shares in the foreseeable future.
Determination of Offering Price
There has been no public market for the Shares. Accordingly, the offering price of the shares offered hereby has been arbitrarily determined by the management of Phinge and should not be considered an indication of the actual value of the Shares. There is no relationship whatsoever between the price of the Shares and Phinge’s assets, current earnings, book value or any other generally accepted criteria of value.
Trade Name and Trademark Protection
Phinge has used the names and slogans listed herein on their websites, social media, and press releases and has taken domain name registrations of said names. In addition, numerous trademark filings have been made to the USPTO under the Intent to Use category and Company has many Notice Of Allowances (NOA) issued by the USPTO but the Company has not yet filed Statements of Uses for those NOAs.
FORWARD-LOOKING STATEMENTS
The information herein may include "forward-looking statements." To the extent that the information presented herein discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking.
Forward-looking statements speak as of the date of the document in which they are contained, and Phinge Corporation does not undertake any duty to update any forward-looking statements except as may be otherwise required by law.
By submitting the form below, I acknowledge I have read the Disclosures, LEGAL DISCLAIMERS, FORWARD-LOOKING STATEMENTS and RISK FACTORS above.
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