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

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURUTIES EXCHANGE ACT OF 1934

                   For the fiscal year ended January 31, 2013

                        Commission File Number 333-179505

                           PINGIFY INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

   Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9
          (Address of principal executive offices, including zip code)

                                 (780) 628-6867
                     (Telephone number, including area code)

                              Jason Gray, President
                           Pingify International Inc.
           c/o Resident Agents of Nevada 711 S. Carson Street, Suite 4
                            Carson City, Nevada 89701
                    Telephone (780)628-6867 Fax (780)669-5859
            (Name, address and telephone number of agent for service)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the 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]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of April 29, 2013, the registrant had 50,100,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of May 1, 2013.
<PAGE>
                           PINGIFY INTERNATIONAL INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                       10
Item 2.  Properties                                                         15
Item 3.  Legal Proceedings                                                  15
Item 4.  Mine Safety Disclosures                                            15

                                     Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                  16
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Plan of Operation                                              17
Item 8.  Financial Statements                                               22
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                           32
Item 9A. Controls and Procedures                                            32

                                    Part III

Item 10. Directors and Executive Officers and Corporate Governance          34
Item 11. Executive Compensation                                             36
Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                    38
Item 13. Certain Relationships and Related Transactions                     39
Item 14. Principal Accounting Fees and Services                             39

                                     Part IV

Item 15. Exhibits                                                           40

Signatures                                                                  40

                                       2
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                                     PART I

FORWARD LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements that involve
risk and uncertainties. We use words such as "anticipate", "believe", "plan",
"expect", "future", "intend", and similar expressions to identify such
forward-looking statements. Investors should be aware that all forward-looking
statements contained within this filing are the good faith estimates of
management as of the date of this filing. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by us as described in the "Risk Factors"
section and elsewhere in this report.

ITEM 1. BUSINESS

GENERAL INFORMATION ABOUT OUR COMPANY

Pingify International Inc. was incorporated in the State of Nevada on January
24, 2012. Pingify has acquired a lead-generation application that brings
together buyers and sellers of goods and services. This will be achieved by the
Company's app Pingify which became available in the iTunes store as of March 8,
2012.

We own our domain name www.PINGIFY.COM. We currently have less than $10 in
revenues from the sale of our app and no lead-generation payments from our
partners ("Agents"). As of March 8, 2012, the application became available and
we anticipate lead-generation revenues to begin within three months. Currently,
our President devotes approximately 40 hours a week to the business of the
Company. Vlad Milutin, our Treasurer, is devoting approximately 10 hours per
week.

The administrative office of the Company is currently located at Suite 2020
(Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9. We plan to use
these offices until we require a larger space. Our fiscal year end is January
31st.

We have been issued an opinion by our auditors that raised substantial doubt
about our ability to continue as a going concern based on our current financial
position.

The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share. There were 50,100,000 shares of common stock issued
and outstanding as of January 31, 2013.

In January 2012, the Company issued 25,100,000 shares of its $0.001 par value
common stock to its founder at $0.001 per share for total cash proceeds of
$25,100.

The Company sold 25,000,000 shares of its $0.001 par value common stock for
$.005 per share during the period from July 2012 to January 2013. The proceeds
were held in an escrow account until the Company sold all 25,000,000 shares. The
offering was completed on January 3, 2013 and the 25,000,000 shares were issued
at that time.

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PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS

Pingify will be a buyer directed lead generation system that collects the
buyer's needs through its notification iTunes app called Pingify. By obtaining
buyers' expressed needs with our notification application, Pingify will be able
to accumulate a lead database that presents businesses or individual sellers to
potential buyers. By allowing the sellers to hand pick their target buyers,
Pingify's propriety notification gateway can directly connect the buyer to the
seller.

We will achieve this using the Pingify SaaS (software as a service). We hope to
offer a process that is more unique and efficient by giving the seller direct
access to the buyer using highly targeted notifications (or "Branded Pings").
Branded Pings allow the Seller to send notifications tailored specifically for a
single buyer or a set of buyers, which ultimately reduces the Seller's cost of
sales and increases conversion rates.

As an example, we are working with a leading auto classified site to provide a
means for their dealers to deliver Branded Pings to our users, once we have
users of our app. Our users will have given us the information for the types of
vehicles they are currently seeking. With this information, we will provide a
targeted lead generation system to the dealers. The user only gets Pings for
vehicles they are looking for and the dealer only pays for Pings sent to users
that are requesting them.

Many websites notify its users when data changes, but this typically entails
signing up at each site and then managing each data stream. The data stream is
usually in the form of emails and "all or nothing", forcing the user to receive
information whether it is relevant to them or not - often leading to what is
termed "data fatigue". Furthermore, once registered, it is also almost
impossible to stop this data stream. Pingify's goal is to fix this problem.

THE PINGIFY SOLUTION

Pingify has acquired what it has termed a PERSONAL INTERNET NOTIFICATION GATEWAY
("P.I.N.G."). This proprietary gateway (which is provisionally patented) is a
unique, two-way, notification system designed specifically to provide a user
with timely and relevant information.

The P.I.N.G GATEWAY can deliver notifications, termed "PINGS", which will be
received through Pingify's consumer product branded PINGIFY application. Pingify
utilizes the P.I.N.G. gateway and will be viewable using a variety of methods:

     1)   SMARTPHONE APPLICATIONS
          a.   PINGS will be viewed and managed via a smartphone client, in
               real-time and utilizes user input as to the specific products
               they are interested in.

     2)   SOCIAL NETWORKS
          a.   An embedded version of the application that will run in social
               networks like Facebook. This version of PINGIFY will have limited
               functionality such that it will entice the user to buy the mobile
               version.

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PINGIFY APPLICATION

PINGIFY will display the PINGS via an easy-to-use application. The application
is designed to allow the user to "set and forget" requests. PINGIFY's AGENTS
(programs that mine the data) continually monitor the website and delivers PINGS
to the user only if the product matches what the user seeks.

Some of the features and benefits of PINGIFY to potential users are:

     1)   The system will allow delivery of only the information the user has
          requested.
     2)   The information provided will be brief and in a very direct, concise
          manner allowing the user to determine if they want to click on the
          PING to get additional detail.
     3)   The system will be "set and forget", so the Agent programs will do the
          work in the background eliminating the need for constant searching of
          websites and emails.
     4)   The PINGS will be specific to the users wants and needs where email
          notification systems typically are very vague, and often highly
          repetitive leading to "information fatigue". We believe PINGS will
          result in a more positive response and engaged user.

INTEGRATION WITH VENDORS

Using our "Branded Pings" notification solution, Vendors will be able to easily
and directly link consumers to specific product information and offerings. We
believe this is highly valuable in an environment where online marketing success
is measured in new users, minutes on a website, "click-throughs" and conversion
rates. Vendor's that utilize Pingify's "Branded Ping" solution will also benefit
from being introduced to new users through the preexisting users of the PINGIFY
application.

HOW DOES THE PINGIFY APPLICATION AND BRANDED PINGS WORK TOGETHER?

The Pingify application and the Branded Pings will work together to provide the
conduit such that once Consumers have indicated their needs we can send them
Vendors product offerings that match their profile.

As noted, the PINGIFY application is designed to allow users to create, edit or
delete "REQUESTS". The full sales cycle (from a consumer perspective) with the
PINGIFY system will be as follows:

     1)   A REQUEST is a fillable form with a series of filters set by the user.
          These filters can be set "on-the-fly" from the mobile device.
     2)   This REQUEST is then compared to the database which houses all of the
          Vendor's product offerings.
     3)   If new data has appeared in the system that matches the REQUEST, a
          PING is delivered to the user.
     4)   The PING contains a brief description of the specific product the user
          has requested.
     5)   If the brief description is of interest, the user can then "click
          though" the PING to be linked back to a mobile version of the Vendor's
          eCommerce site to get more detail on the offering.
     6)   The user then has the option to purchase the new item.

                                       5
<PAGE>
WHAT IS THE VALUE FOR THE VENDOR?

The key values for any Vendor are:

     1)   Ping's will allow two-way communications initiated by the consumer
          (consumers indicate their needs and Vendors provide their offers). As
          noted, email notification systems are one-way only, typically very
          vague, and often highly repetitive leading to the consumers
          "information fatigue". Pings will be specific to the user's wants and
          needs resulting in more positive response to the PINGIFY notifications
          and greatly improves the chances of a sale.
     2)   The ability to re-connect with current customers will drive them back
          to the site with highly focused product promotions, which improve user
          retention rates.
     3)   Expansion of user base because Vendors gain access to all the future
          users of PINGIFY network; many of who are not within their current
          network. If a notification matches a profile of a user of PINGIFY,
          they too will be notified of the offer. Because the offer will match
          the user's profile, it will not be considered unwanted solicitation.
          This will give the Vendor's product increased visibility by being in a
          network of millions of users.
     4)   To send highly focused "BRANDED PINGS". Pingify will provide the
          Vendor analytics of specifically what an individual consumer group is
          currently looking for in the area. The Vendor can then tailor a
          "branded" offering specifically for that group of users. We believe
          conversion rates of Branded Pings are significantly higher than any
          other types of online offering.

TECHNICAL OVERVIEW

PINGIFY is located in a highly redundant cloud network and written using Ruby.
We have developed a scalable solution that can process a large amount of
real-time data. Pingify is confident it will be able to handle almost any data
volume a Vendor presents.

DISTRIBUTION METHODS

TWO STAGE STRATEGY

With the release of the PINGIFY application, Pingify will build a database of
consumer product demands. Once the database is built, we expect to be able to
integrate with web sites and marketing companies to provide them the network to
access these consumers directly with focused marketing campaigns.

STAGE 1 - DEVELOPING AN ONLINE USER BASE

We intend to release a new version by the end of May 2013 that will be
integrated into eBay. As part of this integration we will receive approximately
10 cents per click. Our plan is to:

                                       6
<PAGE>
     *    Support the application with an online marketing campaign through
          articles, blogs and social marketing as well as a launch of a Facebook
          embedded application and "free" version of the iPhone application
     *    Add additional Agents, (e.g. Auto Trader, Kijiji) to PINGIFY
     *    Improve the functionality of the application based on user replies and
          responses
     *    Optimize the back-end servers.

STAGE 2 - DIRECT INTEGRATION WITH VENDORS

ONGOING SERVICE FEES

Once implemented, there will be 3 specific ongoing revenue streams associated
with the BRANDED PINGS PRODUCT:

1. Pings (or Impressions) 2. Clicks (actual reads of the data) 3. Purchases

PINGS

A Ping is considered a delivered advertisement to the end user and will be
treated similar to an impression as charged by various online marketing services
(ie AdSense, AdMob, etc). A Ping will be a highly targeted impression that has
been specifically requested by the user. For the initial stages of this project,
we intend to keep impression costs close to industry standards which are $.008
per impression cost.

CLICKS

Clicks are considered valid when the user is sent back to the client's network
and where the Ping is read, but not acted on. The marketplace values the cost
per click at $0.08.

PURCHASES

The ultimate goal is to get the user to purchase an item. If the user purchases
an item due the click-through on the Pingify system, then Pingify would charge
the Vendor a fee of approximately 1% of the purchase value.

MARKETING

We plan on targeting the classified and bidding market (Kijiji, eBay
Classifieds, eBay). People would be able to use our application to get notified
on items they are looking for on eBay. We also plan to pitch the technology to
leading auto classified sites.

We believe Pingify is positioned to take a central role in contextual and
targeted notifications. The goal is to create a large user base and integrate
with key vendors. We expect to integrate 4 vendors over the 12 months following
completion of our offering and 12 vendors in the following 24 months.

                                       7
<PAGE>
KEY GROWTH / VALUE CREATION

     1)   To grow our use base to 100,000 in 12 months bringing value to the
          vendor (user base = qualified leads = sales)
     2)   By integrating with key vendors, Pingify plans to increase user
          retention and conversion rates, thereby monetizing "Pings"
     3)   We believe growing the user base and capitalizing on vendor adoption
          will establish a market demand for "Pings". This will result in a
          higher valuation for Pingify.

MARKETING - USER AND VENDOR ACQUISITION

The following are the specific steps of our online marketing strategy to attract
a larger user base:

     1)   Integration with web site, email marketing infrastructure
     2)   Branded Pings (For Vendor Integration)
     3)   Facebook App / Pingify Classifieds - designed to compel download of
          application

BEYOND.COM AGREEMENT

On March 13, 2012 we signed an agreement with Beyond.com, a premier Career
Network focused on helping people grow and succeed professionally by connecting
job seekers and employers through 70 unique career channels and 3,000 industry
and regional communities. The basic terms of the agreement are as follows:

     1.   Beyond.com will pay PINGIFY INTERNATIONAL INC. $.05 per click.
     2.   Beyond.com, at its discretion, may raise or lower this daily cap at
          any time by delivering notice to Client through electronic means.
     3.   Beyond.com would provide API access to PINGIFY INTERNATIONAL INC. to
          integrate into PINGIFY INTERNATIONAL INC.'s job search results.
     4.   Beyond.com will provide one or more API keys to track unique
          registrations from PINGIFY INTERNATIONAL INC.
     5.   Total clicks will be tracked by Pingify. All monthly payments will be
          delivered monthly and will be based on Pingify's tracking information.
     6.   Either party may terminate for any reason with 24 hours notice through
          electronic or written communication.

COMPETITION

As the mobile market has grown dramatically since the launch of the iTunes App
Store in 2008, many companies have entered into this space to try and connect
the buyer with the vendor. Location based applications are merging with
advertising models to try and get people into brick and mortar stores.

                                       8
<PAGE>
Pingify has identified various competitors who would be considered competition
or potential competition to the Pingify SaaS. At this time, we have found some
products that have pieces of Pingify's offering, but do not have the full
service model and communication system that Pingify has developed. Also, many
are focused on complex algorithms to try and guess consumer wants and needs.
Pingify eliminates the guess work and we have created a unique way to get
products to users.

Below is a sample of companies in the mobile advertising space:

NEARBYNOW (www.nearbynow.com)

ADMOB (www.admob.com)

JUMPTAP (www.jumptap.com)

SOURCES AND AVAILABILITY OF PRODUCTS

As of March 8, 2012, the PINGIFY application became available in the iTunes
store in both Canada and the US. We are also developing a Facebook version of
the application that will be available to anyone with an account.

PATENTS AND TRADEMARKS

The Company has applied for a patent (Application #13/558,774) with the United
States Patent and Trademark Office for its software product. There is no
guarantee that any patent or registered trademark owned by the Company will not
be invalidated, circumvented or challenged in the U.S. or foreign countries or
that the rights granted there under will provide competitive advantages to the
Company or that any of the Company's pending or future patent applications will
be issued with the scope of the claims sought by the company, if at all.
Litigation may be necessary to enforce the Company's patent and other
intellectual property rights, to protect its trade secrets. Litigation could
result in substantial costs and diversion of resources which could harm the
Company's business and the Company could ultimately be unsuccessful in
protecting its intellectual property rights. Further, the Company's intellectual
property protection controls across global operations may not be adequate to
fully protect them from the theft or misappropriation of the Company's
intellectual property, which could adversely harm its business.

GOVERNMENT APPROVAL

We do not require any government approval for our services. As an online
business, our business will not be subject to any environmental laws.

GOVERNMENT AND INDUSTRY REGULATION

We will be subject to local and international laws and regulations that relate
directly or indirectly to our operations. We will also be subject to common
business and tax rules and regulations pertaining to the operation of our
business.

                                       9
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RESEARCH AND DEVELOPMENT ACTIVITIES

Other than time spent researching our proposed business, we have not spent any
funds on research and development activities to date. We plan to spend funds on
research and development activities in the future development of our software,
integration and services.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We have no employees as work is done solely on a contractual basis. These
contractors include programmers, sale & marketing experts and website
developers. Jason Gray, our President and Vlad Mulutin our Treasurer, currently
provide their services on a consultant basis. At this time, they are responsible
for all aspects of our business. During the year ended January 31, 2013 we paid
Mr. Gray $12,000 management fees. We plan to hire an employee on a contractual
basis in the near future to help manage and assist clients with the usage of the
app and our services. We have also allocated from the proceeds $48,000 for
Development (Programmers) and $12,000 for Advertising/Marketing (Sales &
Marketing).

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes our audited financial information to
our shareholders upon written request. We will make our financial information
equally available to any interested parties or investors through compliance with
the disclosure rules of the Securities Exchange Act of 1934. We will be subject
to disclosure filing requirements including filing a Form 10-K annually and Form
10-Q quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

THE COMPANY HAS LIMITED OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS
FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.

Because the Company has a limited operating history upon which an evaluation of
its prospects can be based, its prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by small companies

                                       10
<PAGE>
seeking to develop new and rapidly evolving technologies. To address these risks
the Company must, among other things, continue to attract investment capital,
respond to competitive factors, continue to attract, retain and motivate
qualified personnel and commercialize and continue to upgrade the Pingify SaaS
(software as a service). The Company's auditors have expressed a going concern
qualification in their independent auditor's report to the Company relating to
the Company's audited financial statements for the year ended January 31, 2013.

THE COMPANY WILL RELY ON A COMBINATION OF PATENT, COPYRIGHT, TRADEMARK, TRADE
SECRET LAWS AND CONFIDENTIALITY PROCEDURES TO PROTECT ITS PROPRIETARY RIGHTS.

Others may independently develop similar proprietary information and techniques
or gain access to the Company's intellectual property rights or disclose such
technology. The Company cannot assure that it will receive United States Patent
and Trademark Office approval on its patent application (#13/558,774) for its
software product, that any patent or registered trademark owned by it will not
be invalidated, circumvented or challenged in the U.S. or foreign countries or
that the rights granted there under will provide competitive advantages to the
Company or that any of the Company's pending or future patent applications will
be issued with the scope of the claims sought by the company, if at all.
Furthermore, others may develop similar products, duplicate the Company's
products or design around its patent. In addition, foreign intellectual property
laws may not protect the Company's intellectual property rights. Litigation may
be necessary to enforce the Company's patent and other intellectual property
rights, to protect its trade secrets. Litigation could result in substantial
costs and diversion of resources which could harm the Company's business and the
Company could ultimately be unsuccessful in protecting its intellectual property
rights. Further, the Company's intellectual property protection controls across
global operations may not be adequate to fully protect them from the theft or
misappropriation of the Company's intellectual property, which could adversely
harm its business.

SHOULD THE COMPANY BE UNSUCCESSFUL AT RAISING SUFFICIENT FUNDS THE COMPANY MAY
BE FORCED TO SEEK A BUYER FOR OUR BUSINESS OR ANOTHER ENTITY TO CREATE A JOINT
VENTURE.

If we are unsuccessful at raising sufficient funds, for whatever reason, to fund
our operations, the Company may be forced to seek a buyer for our business or
another entity with which we could create a joint venture. To the extent that
additional shares of Common Stock are authorized and issued in connection with a
sale or joint venture, our stockholders could experience significant dilution of
their respective ownership interests. Furthermore, the issuance of a substantial
number of shares of Common Stock may adversely affect prevailing market prices,
if any, for the Common Stock and could impair our ability to raise additional
capital through the sale of equity securities.

OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR END
OF OUR OPERATIONS.

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We were incorporated on January 24, 2012 and we have realized less than $10 in
revenues to date. We have very little operating history upon which an evaluation
of our future success or failure can be made. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon the completion
of this offering and our ability to generate revenues through sales of our
software products and services.

Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring operational expenses and generating limited
revenues. We have generated less than $10 in revenue since our product was
submitted to iTunes on March 8, 2012. We cannot guarantee that we will be
successful in generating additional revenues in the future. Failure to generate
revenues may cause us to go out of business.

We expect that our results of operations may also fluctuate significantly in the
future as a result of a variety of market factors including, among others, the
entry of new competitors offering a similar software product and service; the
availability of motivated and qualified personnel; the initiation, renewal or
expiration of a customer base; pricing changes by the Company or our
competitors, and general economic conditions. Accordingly, our future sales and
operating results are difficult to forecast.

BECAUSE WE ARE SMALL WE DO NOT HAVE AN AUDIT COMMITTEE AND WE DO NOT HAVE
ADEQUATE DISCLOSURE CONTROLS AND PROCEDURES (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act).

Because our Board of Directors is comprised of Mr. Jason Gray, Mr. Vlad Milutin
and Ms. Panayota Baris, none of which has a professional background in finance
or accounting, we do not have an audit committee financial expert on our board
of directors to evaluate the effectiveness of the Company's adequate disclosure
controls and procedures. While the Board of Directors has determined the
controls to be ineffective due to the lack of segregation of duties, their
evaluation was limited in scope.

OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR
PROFIT.

Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control. Factors that may cause
our operating results to fluctuate significantly include: our inability to
generate enough working capital from future equity sales; the level of
acceptance of our software products and services; the amount and timing of
operating costs and capital expenditures relating to expansion of our business,
operations and infrastructure; and general economic conditions. If realized, any
of these factors could have a material adverse effect on our business, financial
condition and operating results.

KEY MANAGEMENT/CONSULTANT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY
AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.

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Because we are entirely dependent on the efforts of our three Directors and two
Officers, their departure or the loss of other key Consultant personnel in the
future could have a material adverse effect on our business. We do not maintain
key person life insurance on our officers or directors.

IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS.

In the event of the dissolution of our company, the proceeds realized from the
liquidation of our assets, if any, will be used primarily to pay the claims of
our creditors, if any, before there can be any distribution to the shareholders.
In that case, the ability of purchasers of the offered shares to recover all or
any portion of the purchase price for the offered shares will depend on the
amount of funds realized and the claims to be satisfied there from.

IF WE ARE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR SOFTWARE
PRODUCTS AND SERVICES OR ESTABLISH A SIGNIFICANT MARKET PRESENCE, WE MAY BE
UNABLE TO GENERATE SUFFICIENT REVENUE TO CONTINUE OUR BUSINESS.

Our growth strategy is substantially dependent upon our ability to market our
software products and services successfully to prospective customers. However,
our planned software products and services may not achieve significant
acceptance. Such acceptance, if achieved, may not be sustained for any
significant period of time. Failure of our software products and services to
achieve or sustain market acceptance could have a material adverse effect on our
business, financial conditions and the results of our operations.

MANAGEMENT'S ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY MAY BE SLOWER THAN
EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT.

Our growth strategy is subject to significant risks which you should carefully
consider before purchasing the shares we are offering.

Although we plan on providing our software products and services, the software
products and services may be slow to achieve profitability, or may not become
profitable at all, which will result in losses. There can be no assurance that
we will succeed.

We may be unable to enter into our intended markets successfully. The factors
that could affect our growth strategy include our success in (a) obtaining
orders from our customers, (b) obtaining adequate financing on acceptable terms,
and (c) adapting our internal controls and operating procedures to accommodate
our future growth.

Our systems, procedures and controls may not be adequate to support the
expansion of our business operations. Significant growth will place managerial
demands on all aspects of our operations. Our future operating results will
depend substantially upon our ability to manage changing business conditions and
to implement and improve our technical, administrative and financial controls
and reporting systems.

                                       13
<PAGE>
IF WE ARE UNABLE TO MANAGE OUR FUTURE GROWTH OUR BUSINESS COULD BE HARMED.

If the Company experiences significant growth in the foreseeable future, our
growth may place a significant strain on management, financial, operating and
technical resources. Failure to manage growth effectively could have a material
adverse effect on the Company's financial condition or the results of our
operations.

Since inception on January 24, 2012 to January 31, 2013, we have spent a total
of $108,606 on expenses. We have generated less than $10 in revenue from
business operations. All proceeds currently held by us are the result of sales
of common stock.

IF WE ARE FORCED TO INCUR UNANTICIPATED COSTS OR EXPENSES, WE MAY HAVE TO
SUSPEND OR CEASE OPERATIONS ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF YOUR
INVESTMENT.

Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in our
structure or are faced with circumstances that are beyond our ability to afford,
we may have to suspend operations or cease operations entirely which could
result in a total loss of your investment.

COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR PRODUCTS, INFRINGING OUR
CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY.

We have identified a market opportunity for our software products and services.
Competitors may enter this sector with superior software products and services
and/or benefits. This would infringe on our customer base, have an adverse
effect upon our business and the results of our operations.

Our three major competitors in the industry are NearByNow, AdMob and JumpTap
(See Competition page 21).

SINCE ONE OF OUR OFFICERS AND DIRECTORS CURRENTLY OWNS 50.1% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR
INTERESTS. YOU SHOULD NOT PURCHASE SHARES UNLESS YOU ARE WILLING TO ENTRUST ALL
ASPECTS OF MANAGEMENT TO OUR CURRENT OFFICERS AND DIRECTORS, OR THEIR
SUCCESSORS.

Jason Gray, an Officer and Director of the Company, owns 25,100,000 shares our
common stock, representing 50.1% of our outstanding stock. As a result, he will
still have control and be able to choose other directors. His interests may
differ from the interests of other stockholders. Factors that could cause his
interests to differ from the other stockholders include the impact of corporate
transactions on the timing of business operations.

RISKS RELATED TO OUR FINANCIAL CONDITION

THERE IS UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING
CONCERN

In their audit report for the year ended January 31, 2013, our auditors have
expressed an opinion that doubt exists as to whether we can continue as an
ongoing business. This means that there is substantial doubt that we can

                                       14
<PAGE>
continue as an ongoing business for the next twelve months. As such we may have
to cease activities and you could lose your investment. Because we have been
issued an opinion by our auditor that doubt exists as to whether we can continue
as a going concern it may be more difficult to attract investors.

THE ENACTMENT OF THE SARBANES-OXLEY ACT MAY MAKE IT MORE DIFFICULT FOR US TO
RETAIN OR ATTRACT OFFICERS AND DIRECTORS, WHICH COULD INCREASE OUR OPERATING
COSTS OR PREVENT US FROM BECOMING PROFITABLE.

The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was enacted in
response to public concern regarding corporate accountability in the wake of a
number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to
increase corporate responsibility, provide enhanced penalties for accounting and
auditing improprieties at publicly traded companies and protect investors by
improving the accuracy and reliability of corporate disclosure pursuant to
applicable securities laws. The Sarbanes-Oxley Act applies to all companies that
file or are required to file periodic reports with the SEC under the Securities
Exchange Act of 1934 (the "Exchange Act").

As a public company, we are required to comply with the Sarbanes-Oxley Act.
Since the enactment of the Sarbanes-Oxley Act has resulted in the imposition of
a series of rules and regulations by the SEC that increase the responsibilities
and liabilities of directors and executive officers, the perceived increased
personal risk associated with these changes may deter qualified individuals from
accepting such roles. Consequently, it may be more difficult for us to attract
and retain qualified persons to serve as our directors or executive officers,
and we may need to incur additional operating costs. This could prevent us from
becoming profitable.

ITEM 2. PROPERTIES

The administrative office of the Company is currently located at Suite 2020
(Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9. Pingify
currently employs a shared corporate office space including a communal
front-desk receptionist, secretarial services, telephone answering and mail
delivery services. The facilities include large and small boardrooms and private
offices available on an hourly or daily fee basis, secure mailboxes for physical
address deliveries, and an overall professional corporate atmosphere. Rent costs
$79.00 per month.

We consider our current principal office space arrangement adequate but plan to
lease a larger office space upon hiring any full-time employees.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.

ITEM 4. MINE SAFETY DISCLOSURES

N/A

                                       15
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is listed for quotation on the Over-the-Counter Bulletin Board
under the symbol PGFY. There has been no active trading of our stock on the OTC
Bulletin Board.

PENNY STOCK RULES

The Securities and Exchange Commission has also 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. Our shares 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/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her 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.

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 telephone 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;

                                       16
<PAGE>
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 acknowledgment 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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans.

SECTION 16(a)

Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d)
of the Securities Exchange Act of 1934, we are not aware of any individual who
failed to file a required report on a timely basis required by Section 16(a) of
the Securities Exchange Act of 1934.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no purchases of shares of our common stock by us or any affiliated
purchasers during the year ended January 31, 2013.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

We are still in our development stage and have generated limited revenue to
date.

We incurred operating expenses of $107,867 and $739 for the years ended January
31, 2013 and 2012, respectively. These expenses consisted of general operating
expenses and professional fees incurred in connection with the day to day

                                       17
<PAGE>
operation of our business. Our net loss from inception through January 31, 2013
was $108,606.

Cash provided by financing activities for the period from inception (January 24,
2012) through January 31, 2013 was $194,242, resulting from the sale of
25,100,000 shares of common stock issued to a director at $0.001 per share for
$25,100 and 25,000,000 shares of common stock issued pursuant to a Registration
Statement on Form S-1 at $0.005 for proceeds of $125,000 and net proceeds from
shareholder loan of $44,142.

Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at January 31, 2013 was $80,649. Management believes our cash
balance will be enough to fund operations for the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

PLAN OF OPERATION

Now that we have completed our offering, our specific business plan for the next
twelve months is as follows:

Software application updates and changes to accommodate Beyond.com

PINGIFY - BETA 1 (COMPLETED)
     *    This version will include application tie-in to the main server
          database
     *    Implement multi-city search, allowing requests to search in multiple
          cities simultaneously
     *    Improving the look and feel of the application

PINGIFY - BEYOND.COM INTEGRATION (COMPLETED)
     *    Full integration of Beyond.com job searches from the Pingify mobile
          app to servers that do the data processing

PINGIFY - BETA 2 (COMPLETED)
     *    Improve user experience based upon feedback

PINGIFY ITUNES CONNECT SUPPORT SITE (COMPLETED)
     *    Redesign of app support page
     *    Improve customer support and communications/updates to the customer

                                       18
<PAGE>
PINGIFY VERSION 2 APP SUBMISSION (COMPLETED)
     *    Submit improved and finalized version to iTunes
     *    Ideal release will have Multi-city search, Beyond.com integration,
          Facebook and Twitter integration

PINGIFY - EBAY INTEGRATION (COMPLETE)
     *    Integration is now complete. We have been accepted into the eBay
          Partnership Program. This gives Pingify International access to over
          233 million users. As part of this program, Pingify receives $.06 -
          $.21 per click.

PINGIFY - EBAY CLASSIFIED SITE INTEGRATION (2 MONTHS TO COMPLETE)
     *    This integration will provide Pingify users access to
          classified/for-sale items. This integration will help increase our
          user base which we can direct regular eBay and other integrated sites.

PINGIFY - HALF.COM INTEGRATION (3-4 MONTHS TO COMPLETE)
     *    As an additional offering by eBay, Pingify will have access to the
          Half.com API that gives us access to millions of items for sale. Users
          will be directed to the Half.com site if a Ping matches their request.
          If a sale occurs then we receive 6%-14% of the sale price.

PINGIFY - MAGENTO INTEGRATION (6 MONTH TO COMPLETE)
     *    Pingify will offer integration services and a product widget that
          would provide individual vendors the ability to promote their products
          to our users.

PINGIFY - AUTO TRADER INTEGRATION (6-8 MONTHS TO COMPLETE)
     *    There are over 5000 dealerships that use the AutoTrader site to sell
          cars and other related items. We have been in a conversation with
          AutoTrade about integrating our technology into their site. The
          dealerships would be about to match their inventory of cars to the
          requests of our users. Our low-cost lead generation system will make
          it easier and more cost-effective to reach new customers as well as
          extremely transparent.

PINGIFY - X.COMMERCE INTEGRATION (3 MONTHS TO COMPLETE)
     *    Since Pingify is an eBay Partner and Developer, we have access to the
          x.com API that allows us to create the necessary technology for
          vendors to access our users. Similar to the eBay program we receive
          payment for user clicks. We are also working on a closer relationship
          with x.com by assisting in driving vendors into their offering. Each
          new vendor provides additional revenue to both eBay and Pingify.

PINGIFY - 80 ELEMENTS ENTERTAINMENT ACQUISITION (1-2 MONTHS)
     *    Pingify is in acquisition discussions with 80 Elements, a Vancouver
          based web and mobile development company with five years of progress
          and achievements. 80 Elements has established clients and contacts in
          the UK, LA and New York, delivering break through media delivery and
          data portability. Current projects include music applications through
          the cutting edge Drupal platform (an area of expertise) and mobile
          products to companies such as Warner Brothers and Dell.

                                       19
<PAGE>
BEGIN MARKETING AND SALES EFFORTS

TWO STAGE STRATEGY

With the release of the PINGIFY application, Pingify will build a database of
consumer product demands. Once the database is built, we expect to be able to
integrate with web sites and marketing companies to provide them the network to
access these consumers directly with focused marketing campaigns.

STAGE 1 - DEVELOPING AN ONLINE USER BASE

We intend to release a new version by the end of May 2013 that will be
integrated into eBay. As part of this integration we will receive approximately
10 cents per click. Our plan is to:

     *    Support the application with an online marketing campaign through
          articles, blogs and social marketing as well as a launch of a Facebook
          embedded application and "free" version of the iPhone application
     *    Add additional Agents, (e.g. Auto Trader, Kijiji) to PINGIFY
     *    Improve the functionality of the application based on user replies and
          responses
     *    Optimize the back-end servers.

STAGE 2 - DIRECT INTEGRATION WITH VENDORS

ONGOING SERVICE FEES

Once implemented, there will be 3 specific ongoing revenue streams associated
with the BRANDED PINGS PRODUCT:

     1.   Pings (or Impressions)
     2.   Clicks (actual reads of the data)
     3.   Purchases

PINGS

A Ping is considered a delivered advertisement to the end user and will be
treated similar to an impression as charged by various online marketing services
(ie AdSense, AdMob, etc). A Ping will be a highly targeted impression that has
been specifically requested by the user. For the initial stages of this project,
we intend to keep impression costs close to industry standards which are $.008
per impression cost.

CLICKS

Clicks are considered valid when the user is sent back to the client's network
and where the Ping is read, but not acted on. The marketplace values the cost
per click at $0.08.

PURCHASES

The ultimate goal is to get the user to purchase an item. If the user purchases
an item due the click-through on the Pingify system, then Pingify would charge
the Vendor a fee of approximately 1% of the purchase value.

                                       20
<PAGE>
Based on raising $125,000 from our offering, we have budgeted the following
amounts over the 12 months following the successful completion of this offering:

                 Proceeds from our Offering:          $125,000

                 Accounting                           $  8,000
                 Legal                                $  4,800
                 Advertising/Marketing                $ 12,000
                 SEC Filing related Costs             $  3,500
                 Insurance                            $  2,000
                 Server Cloud / Collocation           $ 16,000
                 Office Supplies                      $    500
                 Travel                               $  2,000
                 Rent                                 $    950
                 Telephone/Fax                        $    200
                 Development / Wages                  $ 48,000
                 Consultants                          $ 12,000
                 Management Fees                      $ 12,000
                 Dues/Subs/Licenses                   $  2,000
                 Working Capital                      $  1,050

These amounts may be adjusted based upon sales and revenue.

                                       21
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

                      [LETTERHEAD OF DE JOYA GRIFFITH, LLC]



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Pingify International Inc

We have audited the accompanying balance sheets of Pingify  International Inc (A
Development  Stage Company) (the  "Company") as of January 31, 2013 and 2012 and
the related statements of operations,  stockholders'  equity, and cash flows for
the year ended January 31, 2013 and for the periods from inception  (January 24,
2012) to January 31, 2012 and from  inception  (January 24, 2012) to January 31,
2013.  Pingify  International  Inc management is responsible for these financial
statements.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we  engaged  to  perform  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion  on the  effectiveness  of  the  Company's  internal  control  over  the
financial  reporting.  Accordingly,  we express no such  opinion.  An audit also
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.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Pingify  International Inc (A
Development Stage Company) as of January 31, 2013 and 2012 and the result of its
operations  and its cash flows for the year ended  January  31, 2013 and for the
periods from inception (January 24, 2012) to January 31, 2012 and from inception
(January 24, 2012) to January 31, 2013, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company has suffered  recurring losses from  operations,  which
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans  regarding  these 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/ De Joya Griffith, LLC
------------------------------------
Henderson, Nevada
April 22, 2013

                                       22
<PAGE>
                           Pingify International, Inc.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                         As of January 31, 2013 and 2012
                                    (Audited)

<TABLE>
<CAPTION>
                                                            January 31,          January 31,
                                                               2013                 2012
                                                            ----------           ----------
<S>                                                         <C>                  <C>
ASSETS:

Current assets:
  Cash and cash equivalents                                 $   80,649           $   25,076
  Advances                                                       5,000                   --
                                                            ----------           ----------
Total current assets                                            85,649               25,076
                                                            ----------           ----------

Total assets                                                $   85,649           $   25,076
                                                            ==========           ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable and accrued liabilities                  $       13           $      715
  Shareholder loans                                             44,142                   --
                                                            ----------           ----------
Total current liabilities                                       44,155                  715
                                                            ----------           ----------

Total liabilities                                               44,155                  715
                                                            ----------           ----------
Stockholders' equity:
  Common stock, $0.001 par value
   75,000,000 shares authorized
   50,100,000 and 25,100,000 shares outstanding                 50,100               25,100
  Additional paid in capital                                   100,000                   --
  Accumulated deficit during the development stage            (108,606)                (739)
                                                            ----------           ----------
Total stockholders' equity                                      41,494               24,361

                                                            ----------           ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $   85,649           $   25,076
                                                            ==========           ==========
</TABLE>


                                       23
<PAGE>
                           Pingify International, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                    (Audited)

<TABLE>
<CAPTION>
                                                                        Inception              Inception
                                               Twelve months       (January 24, 2012)     (January 24, 2012)
                                                  ending                 through                through
                                                January 31,            January 31,            January 31,
                                                   2013                   2012                   2013
                                               ------------           ------------           ------------
<S>                                            <C>                    <C>                    <C>
EXPENSES:
  Research and development                     $     41,444           $         --           $     41,444
  Selling, general and administrative                54,423                    739                 55,162
  Management fees                                    12,000                     --                 12,000
                                               ------------           ------------           ------------
Total expenses                                      107,867                    739                108,606
                                               ------------           ------------           ------------

Net Loss                                       $   (107,867)          $       (739)          $   (108,606)
                                               ------------           ------------           ------------

Basic net loss per common share                $         --           $         --
                                               ============           ============
Shares used in computing basic net
 loss per common share                           27,695,628             25,100,000
                                               ============           ============
</TABLE>


                                       24
<PAGE>
                           Pingify International, Inc.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDER'S EQUITY (DEFICT)
           From Inception (January 24, 2012) through January 31, 2013
                                    (Audited)

<TABLE>
<CAPTION>
                                                                                       Accumulated
                                                Common Stock           Additional    Deficit During        Total
                                         --------------------------     Paid in        Development     Stockholder's
                                           Shares          Amount       Capital           Stage           Equity
                                           ------          ------       -------           -----           ------
<S>                                        <C>           <C>              <C>               <C>          <C>
Balance, Inception (January 24, 2012)            --      $      --     $      --        $       --      $       --

Issuance of stock for cash at
 $0.001 per share                        25,100,000         25,100            --                --          25,100

Net loss for the year ended
 January 31, 2012                                                                             (739)           (739)
                                         ----------      ---------     ---------        ----------      ----------

Balance, January 31, 2012                25,100,000         25,100            --              (739)         24,361
                                         ----------      ---------     ---------        ----------      ----------
Issuance of stock for cash at
 $0.001 per share                        25,000,000         25,000       100,000                --         125,000

Net loss for the year ended
 January 31, 2013                                                                         (107,867)       (107,867)
                                         ----------      ---------     ---------        ----------      ----------

Balance, January 31, 2013                50,100,000      $  50,100     $ 100,000        $ (108,606)     $   41,494
                                         ==========      =========     =========        ==========      ==========
</TABLE>


                                       25
<PAGE>
                           Pingify International, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                    (Audited)

<TABLE>
<CAPTION>
                                                                            Inception            Inception
                                                     Twelve months     (January 24, 2012)   (January 24, 2012)
                                                        ending               through              through
                                                      January 31,          January 31,          January 31,
                                                         2013                 2012                 2013
                                                      ----------           ----------           ----------
<S>                                                   <C>                  <C>                  <C>
Cash flows from operating activities:
  Net loss                                            $ (107,867)          $     (739)          $ (108,606)
  Changes in operating assets and liabilities:                --
    Prepaid expenses and deposits                         (5,000)                  --               (5,000)
    Accounts payable                                        (702)                 715                   13
                                                      ----------           ----------           ----------
Net cash used by operating activities                   (113,569)                 (24)            (113,593)
                                                      ----------           ----------           ----------
Cash flows from financing activities:
  Proceeds from issuance of common stock                 125,000               25,100              150,100
  Proceeds from common stock payable                          --                   --                   --
  Proceeds from shareholder loan                          64,242                   --               64,242
  Repayments of loan                                     (20,100)                  --              (20,100)
                                                      ----------           ----------           ----------
Net cash provided by financing activities                169,142               25,100              194,242
                                                      ----------           ----------           ----------

Net change in cash                                    $   55,573           $   25,076           $   80,649

Cash, beginning of period                                 25,076                   --                   --
                                                      ----------           ----------           ----------

Cash, end of period                                   $   80,649           $   25,076           $   80,649
                                                      ==========           ==========           ==========
Supplemental disclosure of cash flow information:
  Interest paid                                       $       --           $       --           $       --
                                                      ==========           ==========           ==========
  Taxes paid                                          $       --           $       --           $       --
                                                      ==========           ==========           ==========
</TABLE>


                                       26
<PAGE>
                           Pingify International, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                    (Audited)


1. ORGANIZATION AND BASIS OF PRESENTATION

Pingify  International,  Inc. (the "Company") was incorporated under the laws of
the state of Nevada on January 24,  2012.  The Company is a software  technology
start-up focused on the development of computer software solutions.

These financial statements and footnotes are prepared as per the generally
accepted accounting principles in the United States of America. The financial
statements reflect all adjustments which, in the opinion of management, are
necessary for a fair presentation.

2. GOING CONCERN

During the period from inception (January 24, 2012) to January 31, 2013, the
Company incurred a net loss of $108,606 and used net cash in the amount of
$113,593 for operating activities. For the year ended January 31, 2013 the
Company incurred a net loss of $107,867. The Company is in the development stage
of operations, has not generated any revenues since inception and anticipates
that it will continue to generate losses in the near future. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.

The Company's continuation as a going concern is dependent upon its ability to
obtain additional financing or sale of its common stock and ultimately to attain
profitability. Management's plan, in this regard, is to raise capital through a
combination of equity and debt financing. Management believes this amount will
be sufficient to finance the continuing development for the next twelve months.
However, there is no assurance that the Company will be successful in raising
such financing. There can be no assurance that sufficient funds required during
the next year or thereafter will be generated from operations or that funds will
be available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its business. Furthermore, there
can be no assurance that any such required funds, if available, will be
available on attractive terms or that they will not have a significant dilutive
effect on the Company's existing stockholders. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets and classification of liabilities that might be necessary should
we be unable to continue in existence.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.

DEVELOPMENT STAGE COMPANY

The Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include
implementation of the business plan and obtaining additional debt and/or equity
related financing.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to

                                       27
<PAGE>
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.

FISCAL PERIODS

The Company's fiscal year end is January 31.

FOREIGN CURRENCY TRANSLATION

The Company's functional currency and its reporting currency is the United
States Dollar.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist primarily of cash on deposit, certificates of
deposit, money market accounts, and investment grade commercial paper that are
readily convertible into cash and purchased with original maturities of three
months or less.

RESTRICTED CASH

The Company received $46,000 as restricted cash in escrow for subscriptions of
shares from the Company's initial public offering as of October 31, 2012,
subject to restrictions pending placement of the entire offering. As of January
31, 2013, the shares were fully subscribed, therefore the cash in the escrow
account was released from restriction for funding of operations. As of January
31, 2013, there is no longer any restricted cash in escrow.

REVENUE RECOGNITION POLICY

The Company will recognize revenue once all of the following criteria for
revenue recognition have been met: persuasive evidence that an agreement exists;
the product or services have been rendered; the fee is fixed and determinable
and not subject to refund or adjustment; and collection of the amount due is
reasonably assured. The Company did not realize any revenues from Inception
(January 24, 2012) through January 31, 2013.

SOFTWARE DEVELOPMENT COSTS

The Company applies the principles of ASC 985, Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed ("ASC 985"). ASC 985
requires that software development costs incurred in conjunction with product
development be charged to research and development expense until technological
feasibility is established. Thereafter, until the product is released for sale,
software development costs must be capitalized and reported at the lower of
unamortized cost or net realizable value of the related product. The Company has
adopted the "tested working model" approach to establishing technological
feasibility for its products. Under this approach, a product in development is
not considered to have passed the technological feasibility milestone until the
Company has produced a model of the product that contains essentially all the
functionality and features of the final product and have tested the model to
ensure that it works as expected. To date, the Company has not incurred
significant costs between the establishment of technological feasibility and the
release of a product; thus all software development costs have been expensed as
incurred.

INCOME TAXES

The Company accounts for its income taxes in accordance with FASB ASC 740, which
requires recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry-forwards. 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. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in operations in the period that includes the enactment

                                       28
<PAGE>
date. Because of the losses incurred since inception, the Company has not had
any material federal or state income tax obligations.

DIVIDENDS

The payment of dividends by the Company in the future will be at the discretion
of the Board of Directors and will depend on our earnings, capital requirements
and financial condition, as well as other relevant factors. We do not intend to
pay any cash dividends in the foreseeable future but intend to retain all
earnings, if any, for use in our business.

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during each
period. Diluted earnings (loss) per share is computed by dividing net income
(loss), adjusted for changes in income or loss that resulted from the assumed
conversion of convertible shares, by the weighted average number of shares of
common stock, common stock equivalents and potentially dilutive securities
outstanding during the period. The computation of basic and diluted loss per
share for the periods presented is equivalent since the Company had continuing
losses. The Company had no common stock equivalents as of January 31, 2013.

RISKS AND UNCERTAINTIES

The Company's operations and future are dependent in a large part on its ability
to develop its business model in a competitive market. The Company intends to
operate in an industry that is subject to intense competition and change in
consumer demand. The Company's operations are subject to significant risk and
uncertainties including financial and operational risks and the potential risk
of business failure. The Company's inability to meet its business plan and
target customer demand may have a material adverse effect on its financial
condition, results of operations and cash flows.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures assets and liabilities at fair value based on an expected
exit price as defined by the authoritative guidance on fair value measurements,
which represents the amount that would be received on the sale of an asset or
paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions
that market participants would use in pricing an asset or liability. The
authoritative guidance on fair value measurements establishes a consistent
framework for measuring fair value on either a recurring or nonrecurring basis
whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:

     *    Level 1: Observable inputs that reflect quoted prices (unadjusted) for
          identical assets or liabilities in active markets.

     *    Level 2: Inputs reflect: quoted prices for identical assets or
          liabilities in markets that are not active; quoted prices for similar
          assets or liabilities in active markets; inputs other than quoted
          prices that are observable for the assets or liabilities; or inputs
          that are derived principally from or corroborated by observable market
          data by correlation or other means.

     *    Level 3: Unobservable inputs reflecting the Company's assumptions
          incorporated in valuation techniques used to determine fair value.
          These assumptions are required to be consistent with market
          participant assumptions that are reasonably available.

The carrying value of the Company's financial instruments, including cash, due
to shareholders and accounts and other payables approximate their fair values
due to the immediate or short-term maturity of these instruments. It is
management's opinion that the Company is not exposed to significant interest,
price or credit risks arising from these financial instruments.

                                       29
<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS

There are no recent accounting pronouncements that are expected to have an
effect on the Company's audited financial statements.

4. STOCKHOLDERS' EQUITY (DEFICIT)

The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share. There were 50,100,000 and 25,100,000 shares of
common stock issued and outstanding as of January 31, 2013 and 2012.

In January 2012, the Company issued 25,100,000 shares of its $0.001 par value
common stock to its founder at $0.001 per share for total cash proceeds of
$25,100. The Company is using the proceeds from the sale of its common stock to
cover the expenses of the initial public offering and for general working
capital purposes.

The Company sold 25,000,000 shares of its $0.001 par value common stock for
$.005 per share during the period from July 2012 to January 2013 respectively.
The proceeds were held in an escrow account until the Company sold all
25,000,000 shares. The offering was completed on January 3, 2013 and the
25,000,000 shares were issued at that time.

5. ADVANCES

In January 2013, the Company paid $5,000 to a third party related to Depository
Trust and Clearing Corporation ("DTC") advisory services. The Company classified
the payment as an advance as the services were performed subsequent to January
31, 2013.

6. RELATED PARTY TRANSACTIONS

On April 12, 2012, the officers and directors of the Company orally agreed to
lend funds to the Company in the event funds are required for the operations of
the Company over the next 12 months. From time to time, the majority
shareholder, who is also President of the Company, advanced funds to the
Company. As of January 31, 2013, the Company owed this individual $44,142. The
shareholder loan is unsecured, non-interest bearing, and has no specific terms
for repayment.

For the period from inception (January 24, 2012) to January 31, 2013, the
Company paid $12,000 to the President for management fees. Additionally during
this period, the Company paid $11,900 to an entity with 100% of the voting stock
owned by the President for development services.

7. INCOME TAXES

At January 31, 2013 and 2012, the Company had a federal operating loss
carryforward of $108,606 and $739, which begins to expire in 2032.

Components of net deferred tax assets, including a valuation allowance, are as
follows at January 31, 2013 and 2012:

                                                   2013                2012
                                                 --------            --------
Deferred tax assets:
  Net operating loss carryforward                $108,606            $    739
                                                 --------            --------
      Total deferred tax assets                    38,012                 259
Less: Valuation allowance                         (38,012)               (259)
                                                 --------            --------
      Net deferred tax assets                    $     --            $     --
                                                 ========            ========

                                       30
<PAGE>
7. INCOME TAXES (CONTINUED)

The valuation allowance for deferred tax assets as of January 31, 2013 and 2012
was $38,012 and $259, respectively, which will begin to expire 2032. In
assessing the recovery of the deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers the
scheduled reversals of future deferred tax assets, projected future taxable
income, and tax planning strategies in making this assessment. As a result,
management determined it was more likely than not the deferred tax assets would
not be realized as of January 31, 2013 and 2012 and maintained a full valuation
allowance.

Reconciliation between the statutory rate and the effective tax rate is as
follows at January 31, 2013 and 2012:

                                                     2013               2012
                                                    ------             ------
Federal statutory rate                               (35.0)%            (35.0)%
State taxes, net of federal benefit                   (0.00)%            (0.00)%
Change in valuation allowance                         35.0%              35.0%
                                                    ------             ------
Effective tax rate                                     0.0%               0.0%
                                                    ======             ======

                                       31
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

                                       32
<PAGE>
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of January 31, 2013, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE  SEGREGATION OF DUTIES:  We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

                                       33
<PAGE>
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended January 31,
2013 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors of the Company are elected by the stockholders to a term of one year
and serve until their successors are elected and qualified. Officers of the
Company are appointed by the Board of Directors to a term of one year and serve
until their successors are duly appointed and qualified, or until the officer is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.

The name, address, age and position of our officer and director is set forth
below:

  Name and Address                Age                       Position(s)
  ----------------                ---                       -----------

Jason Gray                        42       President, Secretary, Chief Executive
1707-9741 110th Street NW                  Officer, Director
Edmonton, AB
T5K 2V8  Canada

Vlad Milutin                      49       Treasurer, Chief Financial Officer,
3832 Sequoia Creek Court                   Director
San Jose, CA  95121

Panayota Baris                    55       Director
Averof 39
Argyroupoli, 16542, Greece

Mr. Gray and Mr. Mulitin have held their offices/positions since the inception
of our Company and Ms. Baris joined the company in March 2012. All are expected
to hold said offices/positions until the next annual meeting of our
stockholders. The officers and directors named above are our only officers,
directors, promoters and control persons.

BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS

JASON GRAY has been President, CEO, Secretary and Director of Pingify
International from January 2012 to the present. From 2009 to January 2012 Mr.
Gray has been focusing his attention on the Mobile/Online Market and developing
the code base that is now part of Pingify International. Mr. Gray worked as a
full-time independent contractor for Deluxe Inc., a post production facility for
film and television, as a senior systems administrator between February 2011 to
January 2012. Mr. Gray worked for Luximation Films, an independent film
production company, as an independent contractor providing system integration

                                       34
<PAGE>
and backend server support from August 2009 to February 2011. From January 2003
to August 2009, Mr. Gray was the IT Manager for Bardel Entertainment. Mr. Gray
has over 14 years experience in Operating System Management. Mr. Gray was
awarded Computer World Laureate in 2006 for his work on iSCSI SAN
infrastructures. Mr. Gray attended the University of Western Ontario and also
obtained CCNA certification.

VLAD MILUTIN has been the Treasurer, CFO and Director of Pingify International
from January 2012 to the present. From February 2012 to the current he has been
Director of Strategic Partners for National and Regional Vars, SI's, Carriers,
ODM's and Mobile Application ISV's for Good Technology. Responsibilities include
recruiting, sales enablement and revenue productivity of strategic partners.
From April 2011 to February 2012, Mr. Milutin was Director of Business
Development of MobileIron, a Mobile Device Management company located in
Mountain View, CA. From November 2010 to January 2012 he was assisting Jason
Gray with the Pingify project. From November 2010 to April 2011, Mr. Milutin was
an independent consultant to Cloud IaaS, located in Sacramento, CA. From
February 2010 to October 2010, Mr. Milutin was Director of Sales and Market
Development for Joyent Inc., a Cloud IaaS company located in San Francisco, CA.
From May 2008 to February 2010, Mr. Milutin was Director of Business Development
for Seagate Services, a Seagate Technology Cloud Back-up company located in
Santa Clara, CA. From September 2007 to May 2008, Mr. Milutin was Director of
Business Development and Sales for Nexsan Technology, a Hardware and Software
Manufacturer of SAN and NAS Storage company located in Thousand Oaks, CA. From
August 2006 to September 2007, Mr. Milutin was Western Regional Director of
Sales for Hitachi Data System/Archivas, a Hardware and Software Manufacturer of
Object Based Storage company located in Santa Clara, CA.

Mr. Milutin earned a Bachelor's Degree in Communication from Santa Clara
University, in Santa Clara, California in June 1986.

PANAYOTA BARIS has been a Director of Pingify International from March 2012 to
the present. From March 2008 to the present she has been self-employed in
Aesthetics in Athens, Greece. From September 2004 through March 2008 she was
head of Aesthetics at Divani Apollon Spa in Athens, Greece.

During the past ten years, Mr. Gray, Mr. Milutin and Ms. Baris have not been the
subject of the following events:

     1. Any bankruptcy petition filed by or against any business of which Mr.
Gray, Mr. Milutin or Ms. Baris was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time.

     2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.

     3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Gray, Mr. Milutin, or
Ms. Baris' involvement in any type of business, securities or banking
activities.

                                       35
<PAGE>
     4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

CORPORATE GOVERNANCE

We do not have a compensation committee and we do not have an audit committee
financial expert. We do not have a compensation committee because our Board of
Directors consists of three directors and we do not pay any compensation at this
time. We do not have an audit committee financial expert because we believe the
cost related to retaining a financial expert at this time is prohibitive in the
circumstances of our Company. Further, because we have no operations, at the
present time, we believe the services of a financial expert are not warranted.

CONFLICTS OF INTEREST

We are not aware of any conflicts of interest.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. We
intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied with in a timely fashion.

ITEM 11. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year     Salary   Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----     ------   -----      ------      ------     ------       --------      ------     ------
<S>             <C>         <C>     <C>          <C>        <C>        <C>           <C>         <C>        <C>
Jason Gray,     2013    $12,000      0         0            0          0             0            0          0
President,      2012          0      0         0            0          0             0            0          0
CEO, and
Director

Vlad Milutin,   2013          0      0         0            0          0             0            0          0
Treasurer,      2012          0      0         0            0          0             0            0          0
CFO and
Director

Panayota        2013          0      0         0            0          0             0            0          0
Baris,          2012          0      0         0            0          0             0            0          0
Director
</TABLE>

                                       36
<PAGE>
<TABLE>
<CAPTION>
                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>       <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>          <C>
Jason          0              0              0           0           0           0            0           0            0
Gray

Vlad           0              0              0           0           0           0            0           0            0
Milutin

Panayota       0              0              0           0           0           0            0           0            0
Baris

                             DIRECTOR COMPENSATION

                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----

Jason Gray          0          0          0             0               0               0             0

Vlad Milutin        0          0          0             0               0               0             0

Panayota Baris      0          0          0             0               0               0             0
</TABLE>

                                       37
<PAGE>
OPTION GRANTS. There have been no individual grants of stock options to purchase
our common stock made to the executive officer named in the Summary Compensation
Table.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no
stock options exercised by the executive officer named in the Summary
Compensation Table.

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS. There have been no awards made to a
named executive officer in the last completed fiscal year under any LTIP.

COMPENSATION OF DIRECTORS

Directors are permitted to receive fixed fees and other compensation for their
services as directors. The Board of Directors has the authority to fix the
compensation of directors. No amounts have been paid to, or accrued to, our
director in such capacity.

EMPLOYMENT AGREEMENTS

We do not have any employment agreements in place with Mr. Gray or Mr. Milutin.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number
of shares owned beneficially by our director, officer and key employee,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholder listed below has direct ownership of her
shares and possesses sole voting and dispositive power with respect to the
shares.

 Name and Address                           No. of             Percentage
Of Beneficial Owner                         Shares            of Ownership
-------------------                         ------            ------------

Jason Gray                                25,100,000              50.1%
1707-9741 110th Street NW
Edmonton, AB  T5K 2V8

Vlad Milutin                                       0                 0%
3832 Sequoia Creek Ct.
San Jose, CA  95121

Panayota Baris                                     0                 0%
Averof 39
Argyroupoli, 16542, Greece

All Officers and
 Directors as a Group                     25,100,000              50.1%

The persons named may be deemed to be a "parent" and "promoter" of the Company,
within the meaning of such terms under the Securities Act of 1933, as amended,
by virtue of his/her direct and indirect holdings in the Company.

                                       38
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 24, 2012 the Company issued a total of 25,100,000 shares of common
stock to Mr. Gray for cash at $0.001 per share for a total of $25,100.

On February 10, 2012 Jason Gray assigned to Pingify International all his
interest in the United States, Canada and in all other countries in and to, to
the domains PINGIFY.COM and PINGIFY.NET and ALL RELATED PINGIFY SOFTWARE CODE
and his invention relating to a Real Time Online Searching, as fully described
and claimed in his United States provisional application for a patent for such
invention, filed July 26, 2011, Serial No. 61/511,687, together with the entire
right, title and interest in and to said applications, the right to claim
priority therefrom under the International Convention, and any and all Letters
Patent which may be issued or be re-issued for said invention to the full end of
the term for which each said Letters Patent may be granted.

On April 12, 2012, the officers and directors of the Company orally agreed to
lend funds to the Company in the event funds are required for the operations of
the Company over the next 12 months. From time to time, Mr. Gray, the majority
shareholder and President of the Company, advanced funds to the Company. As of
January 31, 2013, the Company owed Mr. Gray $44,142. The shareholder loan is
unsecured, non-interest bearing, and has no specific terms for repayment.

For the period from inception (January 24, 2012) to January 31, 2013, the
Company paid $12,000 to the President for management fees. Additionally during
this period, the Company paid $11,900 to an entity with 100% of the voting stock
owned by the President for development services.

We do not currently have any conflicts of interest by or among our current
officers, directors, key employees or advisors. We have not yet formulated a
policy for handling conflicts of interest; however, we intend to do so upon
completion of this offering and, in any event, prior to hiring any additional
employees.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services, including quarterly
reviews, were $9,750, audit-related services were $Nil, tax services were $Nil
and other services were $Nil during the year ended January 31, 2013.

The total fees charged to the company for audit services, including quarterly
reviews, were $Nil, audit-related services were $Nil, tax services were $Nil and
other services were $Nil during the year ended January 31, 2012.

                                       39
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

 Exhibit
 Number                            Description
 ------                            -----------

   3(i)                 Articles of Incorporation*
   3(ii)                Bylaws*
  31.1                  Sec. 302 Certification of CEO
  31.2                  Sec. 302 Certification of CFO
  32.1                  Sec. 906 Certification of CEO
  32.2                  Sec. 906 Certification of CFO
  101                   Interactive Data Files pursuant to Regulation S-T**

----------
*    Included in our S-1 filing under Commission File Number 333-179505.
**   To Be Filed By Amendment

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

May 1, 2013                         Pingify International Inc., Registrant


                                    By: /s/ Jason Gray
                                       -----------------------------------------
                                       Jason Gray, President, Secretary,
                                       Chief Executive Officer and Director


                                    By: /s/ Vlad Milutin
                                       -----------------------------------------
                                       Vlad Milutin, Treasurer,
                                       Chief Financial Officer and
                                       Principal Accounting Officer and
                                       Director

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.


/s/ Jason Gray                 Chief Executive Officer            May 1, 2013
------------------------       -----------------------            -----------
Jason Gray                             Title                         Date


/s/ Vlad Milutin               Chief Financial Officer            May 1, 2013
------------------------       -----------------------            -----------
Vlad Milutin                           Title                         Date


/s/ Vlad Milutin               Principal Accounting Officer       May 1, 2013
------------------------       ----------------------------       -----------
Vlad Milutin                           Title                         Date

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