Prospectus for Silicon Valley’s Next Hot Tech IPO , Where Nothing Could Possibly Go Wrong

Form S-1

Registration Statement

Under

The Securities Act of 1933

Ponzify, Inc.

LETTER FROM THE FOUNDERS

Forget Facebook. Forget Groupon. Forget everything you know about Silicon Valley. Because Ponzify isn’t like other tech companies. We don’t promise results. We show them to you, on a piece of paper, that has your name and a monetary figure that increases every month.

Our business model is simple: Attract users, advertisers, positive press and a corporate buyer; then, pull the cord on that golden parachute and have cable news book you as an expert on startups from time to time. There may be a book deal in there, too. We haven’t decided.

Users love our product because it’s something free. Venture Capitalists love it because they can imagine themselves talking about it at T.E.D. or on Charlie Rose. Trust us: Once you invest in Ponzify, you’ll have a difficult time investing your money anywhere else ever again.

THE OFFERING

Ponzify, Inc., is offering 15,000,000 shares of its Class A stock. Several times, in fact. Ask enough questions, we’ll let you in on the super secret Class B voting shares. Threaten to go to the SEC, and we’ll meet you near the airport. Just to talk.

We anticipate the initial public offering price of our Class A common stock will be between $35 and $42 per share. Mind you, the bank we hired to underwrite this transaction is privately telling its other clients something entirely different. Something about a guaranteed swing in the stock price and a big pay day for insiders. Sounds sweet. Wish we could get in on that

We expect to list our Class A common stock under the symbol PNZI.

RISK FACTORS

An investment in Ponzify involves significant risks.

User metrics

A significant portion of our income is derived from advertisers who still buy this whole “clicks” and “page count” business. Thus, we plan a vigorous defense of our current metrics while making up new ones with impressive-sounding names. For instance, KonBuy (short for “Konfirmation Bias”) scores the popularity of apps and websites based on whether their titles are intentionally misspelled portmanteaus.

Age Factor

Our CEO, CFO, COO and a bunch of other acronyms were all born after Nirvana released “Nevermind”.

Experience

Did you watch that two-part Frontline special on PBS about the inside story of the global financial crisis? We did. We were like “Dude, that’s like what we’re doing!”

SPECIAL NOTE REGARDING

FORWARD - LOOKING STATEMENTS

This prospectus contains forward-looking statements. For instance, “Our company is built upon a viable revenue model” is a forward-looking statement. All statements other than statements of historical fact, particularly those made by our founders to the press, shareholders or women in bars, will be considered forward-looking statements.

USE OF PROCEEDS

We assume that the net proceeds from the sale of our Class A stocks will net us about $600 million. That money will be used to purchase office space as well as a variety of office equipment, including Dig Dug, Dragon’s Lair and Frogger. We figure that due to the bloated staff size we intend to maintain for far too long, we’ll need at least two Trons. Also, we plan to pay the following celebrities to appear at our recklessly expensive 1st anniversary party: Leonard Nimoy, Don Rickles, The Rolling Stones, the U.S. women’s volleyball team and the entire cast of Game of Thrones (who will be asked to appear costumed and in character).

BUSINESS

Overview

Ponzify is a solutions-oriented global technology leader that specializes in selling paper products.

How we generate revenue

We employ a three-prong strategy to generate revenue.

1. Investment

Until now, if someone asked us if we had V.C., we’d make a joke about how, no, we use condoms. We still make that joke, but now Venture Capitalists hand us a check for a few million every time we do. Apparently, just saying “mobile strategy” is enough of a mobile strategy.

2. Advertising

We tried selling our product to users but that failed miserably; so, we turned to an ad-driven model. The way it works is, we give away the product for free, then lure advertisers with the promise of connecting them to millions of people who hate to pay for things. Amazingly, it works.

3. Accounting

Our primary measurement of revenue is a non-GAAP accounting principle known as Adjusted Consolidated Assumed Income (ACAI). ACAI is an ancient accounting remedy that can slow the aging process of most balance sheets and rejuvenate the face of any company, no matter what the medical community or the FTC might tell you.

CERTAIN RELATIONSHIPS

AND PARTY - RELATED TRANSACTIONS

Indemnification of officers and directors

This was, like, the first thing we did. Well, negotiate our golden parachutes, then this.

Indebtedness of Management

Management is fine. It’s the company you should be worried about.