SNAP INTERACTIVE S-1 Filing by STVI-Agreements

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									                                                 SECURITIES AND EXCHANGE COMMISSION

                                                   ==================================
                                                                FORM S-1
                                                       REGISTRATION STATEMENT
                                                                 UNDER
                                                       THE SECURITIES ACT OF 1933
                                                   ==================================

                                                          SNAP INTERACTIVE, INC.
                                                 (Exact Name of Small Business Issuer in its Charter)

                         Delaware                                      7389                                 20-3191847
               (State or other Jurisdiction of            (Primary Standard Classification         (IRS Employer Identification No.)
                       Incorporation)                                  Code)

                                                        363 7 th Avenue, 13 th Floor,
                                                            New York, NY 10001
                                                           Tel. No.: (516) 942-2030
                                            (Address and Telephone Number of Registrant‟s Principal
                                               Executive Offices and Principal Place of Business)

                                                         Clifford Lerner, President
                                                        363 7th Avenue, 13th Floor,
                                                           New York, NY 10001
                                                          Tel. No.: (516) 942-2030
                                          (Name, Address and Telephone Number of Agent for Service)

                                                           Copies of communications to:
                                                              Gregg E. Jaclin, Esq.
                                                              Anslow & Jaclin, LLP
                                                           195 Route 9 South, Suite 204
                                                              Manalapan, NJ 07726
                                                             Tel. No.: (732) 409-1212
                                                             Fax No.: (732) 577-1188

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

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.

Large accelerated filer                                                   Accelerated filer                                        
Non-accelerated filer                                                     Smaller reporting company                                
CALCULATION OF REGISTRATION FEE

                                                                                      Proposed
                                                                                     Maximum                  Proposed
                                                                                     Aggregate               Maximum
                                                               Amount to be         Offering Price           Aggregate          Amount of
Title of Each Class Of Securities to be Registered             Registered (1)         per share             Offering Price    Registration fee

Common Stock, $0.001 par value per share                           4,250,000        $       2.00 (3)    $      8,500,000(3)   $          986.85

Common Stock, $0.001 par value per share, issuable upon
exercise of investor‟s warrants                                    2,125,000        $       2.50 (4)    $      5,312,500(4)   $          616.78

Common Stock, $0.001 par value per share, issuable upon
exercise of placement agent‟s warrants                              255,000         $       2.50 (4)    $        637,500(4)   $           74.01

TOTAL                                                            6,630,000(2)                           $        14,450,000   $        1677.65


        (1)    This Registration Statement covers the resale by our selling shareholders of (1) up to 4,250,000 shares of common stock issued
at a price of $2.00 per share (the “Purchased Shares”), (2) up to 2,125,000 shares of common stock issuable upon exercise of outstanding
investor‟s warrants (the “Investor Warrants”) at an exercise price of $2.50 per share, that were issued in pursuant to a securities purchase
agreement (the “Securities Purchase Agreement”) in connection with the private placement closed on January 19, 2011 and (3) up to 255,000
shares of common stock issuable upon exercise of placement agent‟s warrants (the “Placement Agent Warrants”) in pursuant to an engagement
agreement (the “Engagement Agreement”) dated January 7, 2011 (Investor Warrants and Placement Agent Warrants, collectively as the
“Warrants”). In accordance with Rule 416(a), the Registrant is also registering hereunder an indeterminate number of additional shares of
Common Stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar
transactions.

       (2)    In the event that the total number of common shares registered herein (the “Registrable Securities”) exceeds the limitation set
forth pursuant to Rule 415, the number of Registrable Securities to be registered herein will be reduced first by any Registrable Securities to be
included by any person other than investors in pursuant to the Securities Purchase Agreement; and second by any Registrable Securities
represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the investors on a pro rata basis based on
the total number of unregistered shares underlying the Warrants held by such investors).

       (3)     Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). The proposed maximum offering
price is determined by the offering price of the common shares in the private placement completed on January 19, 2011.

       (4)     Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g). The proposed maximum offering
price is determined by the offering price of the common shares in the private placement completed on January 19, 2011.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
  The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
  statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell
  these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.


                                                      PRELIMINARY PROSPECTUS

                                                 Subject to completion, dated February, 2011




                                                        SNAP INTERACTIVE, INC.

                                                6,630,000 SHARES OF COMMON STOCK

         This prospectus relates to the resale by selling security holders of 6,630,000 shares of our common stock, $0.001 par value, including
(1) 4,250,000 Purchased Shares of common stock issued at a price of $2.00 per share, and (2) 2,125,000 shares of common stock issuable upon
exercise of the outstanding Investor Warrants at an exercise price of $2.50 per share, that were issued in connection with the private placement
closed on January 19, 2011 and (3) 255,000 shares of common stock issuable upon exercise of Placement Agent Warrants in pursuant to the
Engagement Agreement dated January 7, 2011.

         We are not selling any shares of our common stock in this offering and, as a result, we will not receive any proceeds from the sale of
the common stock covered by this prospectus. All of the net proceeds from the sale of our common stock will go to the selling security
holders. We may, however, receive proceeds in the event that some or all of the Warrants held by the selling security holders are exercised for
cash.

         The selling security holders may sell common stock from time to time at prices established on the OTCBB or as negotiated in private
transactions, or as otherwise described under the heading “Plan of Distribution.” The common stock may be sold directly or through agents or
broker-dealers acting as agents on behalf of the selling security holders. The selling security holders may engage brokers, dealers or agents who
may receive commissions or discounts from the selling security holders. We will pay all the expenses incident to the registration of the shares;
however, we will not pay for sales commissions or other expenses applicable to the sale of our common stock registered hereunder.

      Our common stock is quoted on the OTCBB under the symbol “STVI.OB.” On February 10, 2011, the closing bid price of our
common stock was $ 3.10 per share. These prices will fluctuate based on the demand for our common stock.

        Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 5 to read about factors
you should consider before investing in shares of our common stock.

       NEITHER THE SECURITIES & EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                              The Date of This Prospectus is:               , 2011
                                                             TABLE OF CONTENTS

                                                                                                                                         PAGE
Prospectus Summary                                                                                                                          1
Summary of Financial Information                                                                                                            4
Risk Factors                                                                                                                                5
Use of Proceeds                                                                                                                            13
Determination of Offering Price                                                                                                            13
Dilution                                                                                                                                   13
Selling Security Holders                                                                                                                   13
Plan of Distribution                                                                                                                       16
Description of Securities                                                                                                                  17
Interests of Named Experts and Counsel                                                                                                     18
Description of Business                                                                                                                    19
Description of Property                                                                                                                    21
Legal Proceedings                                                                                                                          21
Market for Common Equity and Related Shareholder Matters                                                                                   22
Management Discussion and Analysis of Financial Condition and Result of Operations                                                         22
Directors, Executive Officers, Promoters and Control Persons                                                                               30
Executive Compensation                                                                                                                     32
Security Ownership of Certain Beneficial Owners and Management                                                                             33
Transactions with Related Persons, Promoters, and Certain Control Persons                                                                  34
Financial Statements                                                                                                                      F-1
Other Expenses of Issuance and Distribution                                                                                               II-1
Indemnification of Directors and Officers                                                                                                 II-1
Recent Sales of Unregistered Securities                                                                                                   II-2
Exhibits and Financial Statement Schedules                                                                                                II-4

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this
prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different
information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not
permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed
since that date.
                                                       PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that
you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an
investment decision. In this Prospectus, the terms “Snap Interactive,” “Company,” “we,” “us” and “our” refer to Snap Interactive, Inc.

OVERVIEW

We engage in developing and operating online dating applications and social networking applications on various social networking websites as
well as an online dating website and a location-based social networking platform. We were incorporated under the laws of the State of
Delaware on July 19, 2005. Clifford Lerner is our sole officer and director, as well as our controlling stockholder. We currently have 20
full-time employees.

On December 30, 2005, we obtained all of the shares of eTwine, Inc. a New York Corporation incorporated in May 2004, pursuant to a stock
purchase agreement between eTwine, Inc. and us (then eTwine, Holding, Inc.), in consideration for the issuance of 24,681,000 shares to the
eTwine, Inc. shareholders (the “Share Exchange”). As a result of the closing of the Share Exchange, eTwine, Inc. became our wholly-owned
subsidiary. Clifford Lerner remains our sole officer and director after the Share Exchange.

We launched an online dating website called IamFreeTonight.com in November 2006. IamFreeTonight.com is no longer active and we have
since shifted our business model towards developing dating applications on social networking platforms. In November 2007 we changed our
name from eTwine Holdings, Inc. to Snap Interactive, Inc. to reflect our shifting focus toward producing dating applications for Social
Networking websites. At that time our stock ticker symbol also change from ETWI to STVI. On June 10, 2009 we incorporated SNAP Mobile
Limited, a United Kingdom Corporation as a wholly-owned subsidiary. We have completed our transition with respect to our primary revenue
generation from an advertising model to a subscription-based model in the fourth quarter of 2009. Revenue from subscriptions and premium
sales represent our primary revenue source since the beginning of 2010.

 We currently have approximately 8 applications across four social networking platforms, namely Facebook, MySpace, Hi5, & Bebo as well as
two iPhone mobile applications and 2 stand-alone websites. Our primary application brand is Are You Interested. Our other brands are
WhoIsNear, Meet New People and Flirt With Me. As of January 31, 2011, we have in excess of 35 Million total installations of our
applications. We also launched our application Are You Interested on the iPhone mobile application platform for mobile dating and we built
AreYouInterested.com, a stand-alone online dating website.

Meet New People

In June 2007 we launched our first application on Facebook called Meet New People. Meet New People, which was significantly upgraded in
December 2007, allows users to flirt with each other by messaging online and post when they are free to hang out. Meet New People has in
excess of 4 Million installations.


                                                                     1
Are You Interested

In August 2007 we launched our second application on Facebook.com called Are You
Interested. Since its launch, Are You Interested has consistently been one of the leading
pure-dating applications on Facebook as defined by most Daily Active Users and most Monthly
Active Users. Are You Interested allows users to view pictures of other members and indicate if
they are “interested” in them by clicking “yes” on the picture. We notify members when there is a
mutual match. Users are also able to send messages and exchange virtual gifts on the
application. Are You Interested has in excess of 30 Million installations on Facebook. In March
2008 we launched Are You Interested on MySpace Developer Platform. In March 2009 „Are You
Interested?‟ was launched on the iPhone, representing our first mobile dating application.

On May 4, 2009 we announced the beta-launch of AreYouInterested.com, our stand-alone online dating website. AreYouInterested.com
represents an integrated and expanded version of our Are You Interested Facebook application and incorporates a Facebook Connect
integration.

Flirt With Me

In March 2008, we launched Flirt With Me on MySpace Developer Platform. Flirt With Me is a dating application that allows users to send
funny flirts to each other as well as exchange virtual gifts and messages. In April 2008, we launched Flirt With Me on Hi5 Developer Platform
and subsequently we launched Are You Interested and Flirt With Me on Bebo Developer Platform.

Who Is Near

In February 2011, we beta-launched Who Is Near, a location-based service with a fully-integrated website, mobile, iPhone and social
application enabling easy access to a user's existing social graph. WhoIsNear.com allows users to seamlessly find and interact with their
existing friends without the need to re-create their social graph, while providing a simple and fun way to meet and communicate with new ones.

Private Offerings

On January 7, 2011, we entered into an engagement agreement (the “Engagement Agreement”) with Rodman & Renshaw, LLC to act as our
exclusive placement agent (the “Placement Agent”) in connection with an offering of the Company‟s securities (the “Offering”). On January
19, 2011 (the “Closing Date”), pursuant to a securities purchase agreement (the “Securities Purchase Agreement ”), the Company completed
the closing of the Offering for total subscription proceeds of $8,500,000 through the issuance of (1) 4,250,000 shares of our common stock at a
price of $2.00 per share (the “Purchased Shares”) and (2) five-year warrants (the “Investor Warrants”) exercisable into 2,125,000 shares of
common stock (the “Warrants Shares”) equal to 50% of the Purchased Shares at an exercise price of $2.50 per share to certain accredited
investors (the “Investors”). The number of shares of common stock to be received upon the exercise of the Investor Warrants and the exercise
price of the Warrants are subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar
transactions of the common stock that occur after the Closing Date.

In connection with the Offering, we granted the Investors registration rights in pursuant to a registration rights agreement dated as of the
Closing Date (the “Registration Rights Agreement”), in which we agreed to register (1) 100% of the Purchased Shares; (2) all Warrant Shares
then issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations
therein) and (3) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with
respect to the foregoing (the “Registrable Securities”) on a registration statement or registration statements (the “Registration Statements”) to
be initially filed with the Securities and Exchange Commission (the “SEC”) within thirty (30) calendar days after the Closing Date (the “Filing
Date”) and use our best efforts to have it declared effective within 120 calendar days after the Closing Date or within such other applicable
Effectiveness Date as provided in the Registration Rights Agreement.


                                                                         2
Pursuant to the terms of the Engagement Agreement, for the Placement Agent‟s service we paid a cash placement fee equal to 6% of the
aggregate purchase price paid by Investors that were placed in the Offering, and we agreed to pay a cash fee equal to 6% of the aggregate cash
exercise price to be received by the Company upon the exercise of the Warrants, payable only in the event of the receipt by the Company of
any proceeds of such cash exercise. Pursuant to the terms of the Engagement Agreement, the Company also issued to the Placement Agent at
the Closing Date warrants to purchase the number of shares of common stock of the Company equal to 6% of the aggregate number of
Purchased Shares, which shall have the same terms, including exercise price and registration rights, as the Warrants issued to Investors in the
Offering (the “Placement Agent Warrants”).

Where You Can Find Us

We presently maintain our principal offices at 363 Seventh Ave, 13th Floor, New York, NY 10001. Our telephone number is (516)
942-2030. Our corporate internet address is http://www.snap-interactive.com/ .

The Offering

Common stock offered by selling security 6,630,000 shares of common stock. This includes (i) 4,250,000 shares of common stock,
holders                                  (ii) 2,125,000 shares of common stock issuable upon exercise of the Investor Warrants, and
                                         (iii) 255,000 shares of common stock issuable upon exercise of the Placement Agent
                                         Warrants.

Common stock outstanding before the offering 33,173,000 common shares as of January 18, 2011.

Common stock outstanding after the offering        37,423,000 shares.

Terms of the Offering                              The selling security holders will determine when and how they will sell the common stock
                                                   offered in this prospectus.

Termination of the Offering                        The offering will conclude upon the earliest of (i) such time as all of the common stock has
                                                   been sold pursuant to the registration statement or (ii) such time as all of the common stock
                                                   becomes eligible for resale without volume limitations pursuant to Rule 144 under the
                                                   Securities Act of 1933, as amended (the “Securities Act”), or any other rule of similar
                                                   effect.

Use of proceeds                                    We are not selling any shares of the common stock covered by this prospectus, and, as a
                                                   result, will not receive any proceeds from this offering. We may, however, receive
                                                   proceeds in the event that some or all of the Warrants held by the selling security holders
                                                   are exercised for cash. The proceeds from the exercise of such Warrants, if any, will be
                                                   used for working capital and other general corporate purposes.

OTCBB Trading Symbol                               “STVI. OB”

Risk Factors                                       The common stock offered hereby involves a high degree of risk and should not be
                                                   purchased by investors who cannot afford the loss of their entire investment. See “Risk
                                                   Factors” beginning on page 5.


                                                                        3
 Summary of Financial Information

The following table provides summary consolidated financial statement data as of and for each of the fiscal years ended December 31, 2009
and 2008 and the unaudited financial information for the nine months ended September 30, 2010 and 2009. The financial statement data as of
and for each of the fiscal years ended December 31, 2009 and 2008 have been derived from our audited consolidated financial statements. The
results of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period.
The data set forth below should be read in conjunction with “Management‟s Discussion and Analysis of Financial Condition and Results of
Operations,” our consolidated financial statements and the related notes included in this prospectus, and the unaudited financial statements and
related notes included in this prospectus.

Statements of Operations

                                                                                 For the Nine
                                                                                                                  For the Year Ended
                                                                        Months Ended September 30,                   December 31,
                                                                           2010            2009                   2009           2008
                                                                        (unaudited)     (unaudited)

Revenue                                                                $     3,877,209     $     2,354,334    $   3,170,725     $   3,011,627

Cost of Revenue                                                              1,118,378            928,303         1,423,585          958,364

Gross Profit                                                                 2,758,831           1,426,031        1,747,140         2,053,263

Total Operating Expense                                                      3,559,797           1,058,140        1,831,918         1,119,384

Net Income/(Loss)                                                      $      (785,022 )   $      135,638     $    (101,919 )   $    796,960



Statements of Cash Flows

                                                                                  For the Nine
                                                                                                                  For the Year Ended
                                                                        Months Ended September 30,                   December 31,
                                                                           2010            2009                   2009           2008
                                                                        (unaudited)     (unaudited)

Cash Flows

Net Cash Provided by Operating Activities                                     239,678             104,274           441,226         1,238,500

Net Cash Used In Investing Activities                                          (14,180 )         (308,346 )         (60,135 )         (27,289 )

Net Cash Provided By Financing Activities                                             -                  -                 -                 -

Net Increase (Decrease) in Cash                                               225,498            (204,072 )         381,091         1,211,211

Cash at Beginning of Period                                                  1,895,449           1,529,354        1,529,354          318,143

Cash at End of Period                                                  $     2,120,947     $     1,325,282    $   1,910,445     $   1,529,354



                                                                       4
                                                               RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree
of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any
of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the
following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you
may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process
before investing in our common stock.

Risks Relating to Our Business

We recently shifted our business focus to a subscription-based online dating model.

We recently shifted our business model from generating revenue through advertisements placed on our applications and website to generating
revenue from subscription fees and premium sales. Our management believes this business model will produce increased revenue and
ultimately be profitable, however, we may not be able to overcome the challenges continually facing a company that recently completed a
business model transition and there is no guarantee that we will be able to successfully implement our long-term growth strategy moving
forward. If we fail to maintain and grow our new business model it would have a material adverse effect on our sales and earnings.

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We were incorporated in Delaware in July of 2005, however, we only completed the transition to our current business model - a
subscription-based online dating model - in the fourth quarter of 2009. Such a relatively limited operating history and risks in transitioning
between business models make it difficult for investors to evaluate our businesses and future operating results. An investor in our securities
must consider the risks, uncertainties, and difficulties frequently encountered by companies in new and rapidly evolving markets. The risks
and difficulties we face include challenges in accurate financial planning as a result of limited historical data and the uncertainties resulting
from having had a relatively limited time period in which to implement and evaluate our business strategies as compared to older companies
with longer operating histories.

We may need additional financing to execute our business plan. If we do not obtain additional financing it could have a material
adverse effect on our business.

The revenues from the subscriptions and premium sales may not be adequate to support our expansion, marketing efforts and product
development programs in the future. We will need substantial additional funds to:

   
     effectuate our long-term growth strategy and expand our product development;
   market our products to attract more paying subscribers;
    additional technical and managerial talent;
      hire


                                                                       5
There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we will need to
reduce, defer or cancel development programs, planned initiatives, or overhead expenditures to the extent necessary. The failure to fund our
capital requirements could have a material adverse effect on our business, financial condition and results of operations.

Newly developed products may not be compatible with market needs resulting in an adverse effect on our sales and earnings.

Our business is particularly subject to changing consumer trends and preferences. Our continued success depends in part on our ability to
anticipate and respond to these changes, and we may not respond in a timely or commercially appropriate manner to such changes. If we fail to
understand consumer needs in the online dating market, we may face limited market acceptance of our products, which could have a material
adverse effect on our sales and earnings.

Our future success is dependent, in part, on the performance and continued service of Clifford Lerner, our sole officer and director.
Without his continued service, we may be forced to interrupt or eventually cease our operations.

We are presently dependent to a great extent upon the experience, abilities and continued services of Clifford Lerner, our sole officer and
director. The loss of his services would delay our business operations substantially and could have a materially adverse effect on our business
and products.

Clifford Lerner’s control may prevent you from causing a change in the course of our operations and may affect the price of our
common stock.

Clifford Lerner beneficially owns approximately 56% of our common stock. Accordingly, for as long as Mr. Lerner continues to own more
than 50% of our common stock, he will be able to elect our entire board of directors, control all matters that require a stockholder vote (such as
mergers, acquisitions and other business combinations) and exercise a significant amount of influence over our management and operations.
Therefore, regardless of the number of our common shares sold, your ability to cause a change in the course of our operations is eliminated. As
such, the value attributable to the right to vote is limited.

This concentration of ownership could result in a reduction in value to the common shares you own because of the ineffective voting power,
and could have the effect of preventing us from undergoing a change of control in the future.

Our success depends upon our ability to attract and hire key personnel. Our inability to hire qualified individuals will negatively affect
our business, and we will not be able to implement or expand our business plan.

Our business is greatly dependent on our ability to attract key personnel. We will need to attract, develop, motivate and retain highly skilled
technical employees. Competition for qualified personnel is intense and we may not be able to hire or retain qualified personnel. Our
management has limited experience in recruiting key personnel which may hurt our ability to recruit qualified individuals. If we are unable to
hire or retain such employees, we will not be able to implement or expand our business plan.

As an online dating company, we are in an intensely competitive industry and any failure to timely implement our business plan could
diminish or suspend our development and possibly cease our operations.

The online dating industry is highly competitive, and has few barriers to entry. Additional competitors may enter into the online dating
industry. There are numerous other companies that currently offer similar services that have established user bases that are similar in size or
larger than ours, and that have access to greater capital. If we are unable to efficiently and effectively institute our business plan as a result of
intense competition or a saturated market, we may not be able to continue the development and enhancement of our applications and
websites and become profitable on a consistent basis



                                                                         6
Our competitors could develop more efficient products or undertake more aggressive and costly marketing campaigns than ours, which may
adversely affect our marketing strategies and could have a material adverse effect on our business, results of operations and financial condition.

Important factors affecting our ability to compete successfully include:

      ability to hire and retain talented employees including technical employees, executives, and marketing experts
       Our
     
       Competition for acquiring users which could result in increased user acquisition costs
     
       Reliance upon the platforms on which we build which maintain significant control over our activities on their platforms
      ability to remain innovative in our fast-changing industry
       Our

We face substantial competition from other social networking application providers as well as major online dating websites. In the application
field, we compete with a number of developers such as Zynga, Playfish, Crowdstar, and Playdom who all have multiple applications that
remain consistently among the leaders on Facebook. In the specific dating category of social networking applications, Zoosk and Badoo are
the application providers that have traffic totals for a dating application that compare with us at this time. In the online dating industry we face
competition from long-established sites such as Match,com and eHarmony.com. Many of our current and potential competitors have longer
operating histories, significantly greater financial, technical, marketing and other resources and larger customer bases than we do. These factors
may allow our competitors to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These
competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt
more aggressive pricing policies that may allow them to build larger member and paying subscriber bases than ours. Our competitors may
develop products or services that are equal or superior to our products and services or that achieve greater market acceptance than our products
and services. These activities could attract members and paying subscribers away from our applications and websites and reduce our market
share.

Our business depends on establishing and maintaining strong brands and if we are not able to maintain and enhance our brands, we
may be unable to expand or maintain our member and paying subscriber bases.

Establishing and maintaining our brands is critical to our efforts to attract and expand our member and paying subscriber bases. We believe that
the importance of brand recognition will continue to increase, given the growing number of Internet sites and the low barriers to entry for
companies offering online personals services. To attract and retain members and paying subscribers, and to promote and maintain our brands in
response to competitive pressures, we intend to substantially increase our financial commitment to creating and maintaining distinct brand
loyalty among these groups. If paying subscribers to our products do not perceive our existing services to be of high quality, or if we introduce
new services or enter into new business ventures that are not favorably received by such parties, the value of our brands could be diluted,
thereby decreasing the attractiveness of our products to such parties. As a result, our results of operations may be adversely affected by
decreased brand recognition.

Our market is characterized by rapid technological change, and if we fail to develop and market new technologies rapidly, we may not
become profitable in the future.

The internet and the social networking application industry are characterized by rapid technological change that could render our existing
applications and websites obsolete. The development of our websites entails significant technical and business risks. We may not be able to
successfully use new technologies effectively or adapt our websites to customer requirements or needs. If our management is unable, for
technical, legal, financial, or other reasons, to adapt in a timely manner in response to changing market conditions or customer requirements,
we may never become consistently profitable which may result in the loss of all or part of your investment.


                                                                         7
Interruption or failure of our programming code, servers, or technological infrastructure could hurt our ability to effectively provide
our products and services, which could damage our reputation and harm our operating results.

The availability of our services depends on the continuing operation of our programming code, servers and technological infrastructure. Any
damage to or failure of our systems could result in interruptions in our service, which could reduce our revenue, and damage our brand. Our
systems are vulnerable to damage or interruption from terrorist attacks, floods, fires, power loss, telecommunications failures, computer
viruses, computer denial of service attacks or other attempts to harm our systems. Our data centers are subject to break-ins, sabotage and
intentional acts of vandalism, and to potential disruptions if the operators of these facilities have financial difficulties. Some of our systems are
not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision to
close an information technology facility we are using without adequate notice, or other unanticipated problems at our data centers could result
in lengthy interruptions in our service.

Our heavy reliance on third-party platforms where we build applications may negatively affect our ability to effectively and profitably
provide services to users of our applications maintain our existing markets and expand our business.

The various social networking platforms where we build enjoy sole ability and discretion to take action against applications on their platform
including restricting access to platform functionality or even removing us entirely from their platforms. Any action taken against our
applications which impede our ability to grow or remove our applications from the platforms will likely adversely affect our revenues and
financial results.

If we are unable to protect our intellectual property rights, we may be unable to compete with competitors developing similar
technologies.

Our success and ability to compete are often dependent upon development of software technology for our applications and websites. While we
rely on copyright, trade secret and trademark law to protect our technology, we believe that factors such as the technological and creative skills
of our personnel, new service developments, frequent enhancements or our services and reliable maintenance are more essential to establishing
a technology leadership position. There can be no assurance that others will not develop technologies that are similar or superior to our
technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our
technology, making it more difficult for us to compete.

If we are subject to intellectual property infringement claims, it could cause us to incur significant expenses, pay substantial damages
and prevent service delivery.

Third parties may claim that our products or services infringe or violate their intellectual property rights. Any such claims could cause us to
incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages and prevent us from using
licensed technology that may be fundamental to our business service delivery. Even if we were to prevail, any litigation regarding its
intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business
operations. We may also be obligated to indemnify our business partners in any such litigation, which could further exhaust our resources.
Furthermore, as a result of an intellectual property challenge, we may be prevented from providing some of our services unless we enter into
royalty, license or other agreements. We may not be able to obtain such agreements at all or on terms acceptable to us, and as a result, we may
be precluded from offering some of our products and services.

If we are unable to create secure sites and protect our technology from hackers, it could cause significant expenses and loss of revenue
and adversely affect our business

As we continue to grow and generate publicity, we become open to increased risk of attack from hackers against our applications, servers and
websites. Any successful security breaches against our products could have detrimental effects including temporary or permanent loss of
revenue depending upon how quickly we are able to identify and resolve the issue. Security measures to guard against such attacks could prove
costly. If we are unable to create sufficient security measures, we may face significant expenses and loss of revenue and adverse effects to our
business.


                                                                         8
If there are changes in regulations or user concerns regarding privacy and protection of user data, or we fail to comply with such laws,
we may face claims brought against us under any of these regulations and it could adversely affect our business.

Federal, state and international laws and regulations govern the collection, use, retention, sharing and security of data that we receive from and
about our users. Any failure, or perceived failure, by us to comply with regulations of privacy and protection of user data or with any
data-related consent orders, Federal Trade Commission requirements or orders, or other federal, state, or international privacy or consumer
protection-related laws, regulations or industry self-regulatory principles could result in proceedings or actions against us by governmental
entities or others, which could potentially have an adverse effect on our business. As a company that provides services over the Internet, we
may be subject to a claim or class-action lawsuit brought under any of these or future laws governing online services. The successful assertion
of these claims against us could result in potentially significant monetary damages, diversion of management resources and require us to make
significant payments and incur substantial legal expenses. Even if a claim is not successfully pursued to judgment by a claimant, we may still
incur substantial legal expenses defending against such a claim. In either situation, any claims with respect to violation of privacy or user data
brought against us may adversely affect our business.

We hold a limited amount of insurance coverage, and if we were found liable for an uninsured claim, or claim in excess of our
insurance limits, we may be forced to expend significant capital to resolve the uninsured claim.

We contract for a limited amount of insurance to cover potential risks and liabilities, including, but not limited to, Director & Officer insurance
and Error and Omission insurance. If we decide to obtain additional insurance coverage in the future, it is possible that (1) we may not be able
to get enough insurance to meet our needs; (2) we may have to pay very high premiums for the additional coverage; (3) we may not be able to
acquire any insurance for certain types of business risk; or (4) we may have gaps in coverage for certain risks. This could leave us exposed to
potential uninsured claims for which we could have to expend significant amounts of capital resources. Consequently, if we were found liable
for a significant uninsured claim in the future, we may be forced to expend a significant amount of our operating capital to resolve the
uninsured claim.

If government regulation of the Internet or Online Dating industry increases, it may adversely affect our business and operating
results.

We may be subject to additional operating restrictions and government regulations in the future. Companies engaging in e- commerce, online
dating, social networking and related businesses face uncertainty related to future government regulation of the Internet. Due to the rapid
growth and widespread use of the Internet, federal and state governments are enacting and considering various laws and regulations relating to
the Internet in areas including, but not limited to, billing practices, online safety and taxation. Furthermore, the application of existing laws and
regulations to Internet companies remains somewhat unclear. Our business and operating results may be negatively affected by new laws, and
such existing or new regulations may expose us to substantial compliance costs and liabilities and may impede the growth in use of the Internet.
We may incur substantial liabilities for expenses necessary to comply with these laws and regulations or penalties for any failure to comply.

We are exposed to risks associated with credit card processors and related merchant account approvals which, if not properly
addressed, could increase our operating expenses.

We depend on continuing availability of credit card usage or related merchant account approval to process subscriptions. Our reliance on credit
card and related merchant account approvals associate us with fraud performance and credit card chargebacks. We have suffered losses and
may continue to suffer losses as a result of subscription orders placed with fraudulent credit card data as well as users who chargeback their
purchases. Under current credit card practices, a merchant is liable for fraudulent credit card transactions when, as is the case with the
transactions we process, that merchant does not obtain a cardholder‟s signature. Our failure to adequately control fraudulent credit card
transactions and keep our chargebacks under an acceptable threshold would result in significantly higher credit card-related costs and,
therefore, increase our operating expenses or even preclude us from accepting credit cards as a means of payment.


                                                                         9
Risks Related to Our Common Stock

Our common stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your
shares.

Since our common stock is trading in the secondary market, we are subject to the penny stock rules adopted by the Securities and Exchange
Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure
requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our
shareholders to sell their securities.

Future sales of shares of our common stock by Clifford Lerner may negatively affect our stock price and our ability to raise funds in
new stock offerings.

Clifford Lerner beneficially owns 21,000,000 shares of our common stock. Sales of our common stock by Mr. Lerner into the public market
following this offering could decrease the prevailing market price of our common stock. If this is the case, investors in our shares of common
stock may be forced to sell such shares at prices below the price they paid for their shares. In addition, a decreased market price may result in
potential future investors losing confidence in us and failing to provide needed funding. This will have a negative effect on our ability to raise
equity capital in the future.

Existing stock holders may experience significant dilution from the sale of our common stock pursuant to the Securities Purchase
Agreement.

The sale of Warrants to purchase our common stock to Investors in accordance with the Securities Purchase Agreement may have a
dilutive impact on our shareholders. The perceived risk of dilution may cause our stockholders to sell their shares, which would contribute to a
decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price
could encourage Investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts
of short selling could further contribute to progressive price declines in our common stock.

The Investors pursuant to the Securities Agreement may pay less than the then-prevailing market price of our common stock for the
exercise of their warrants which could cause the price of our common stock to decline.

Our common stock to be issued upon the exercise of the Warrants issued under the Securities Agreement may be purchased at a discount to
the closing bid price on the exercising day. The Investors have a financial incentive to exercise the Warrants to purchase our shares when the
exercise price is lower than the then-prevailing market price of our common stock to realize the profit between the discounted exercise price
and the market price. If the Investors exercise the Warrants to purchase the shares issued at a discounted exercise price, the price of our
common stock may decrease. If our stock price decreases, the Investors may have a further incentive to sell such shares. Accordingly, this
may cause the price of our common stock to decline.

We may acquire additional financing by the issuance of additional shares which would dilute the ownership held by our shareholders

We will need to raise funds through either debt or sale of our shares in order to achieve our business goals. Although there are no present plans,
agreements, commitments or undertakings with respect to the sale of additional shares or securities convertible into any such shares by us, any
shares issued would further dilute the percentage ownership held by the stockholders.


                                                                       10
At times our stock is thinly traded, you may be unable to sell at or near ask prices or at all if you need to liquidate your shares.

In the past the shares of our common stock were thinly-traded on the OTC Bulletin Board, meaning that the number of persons interested in
purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a
number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional
investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend
the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or
more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of
trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a
broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be
sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if
you need money or otherwise desire to liquidate their shares.

Broker-dealer requirements may affect trading and liquidity.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers
dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and
dated written receipt of the document before effecting any transaction in a penny stock for the investor‟s account. Potential investors in our
common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stocks.”
Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions
in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the
broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming
that it accurately reflects the investor‟s financial situation, investment experience and investment objectives. Compliance with these
requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them
in the market or otherwise.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the
penny stock market, which, in highlight form, sets forth:

   The basis on which the broker or dealer made the suitability determination, and

   that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may
encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders
to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These
additional sales practice and disclosure requirements could impede the sale of our Common Stock, if and when our Common Stock becomes
publicly traded. In addition, the liquidity for our Common Stock may decrease, with a corresponding decrease in the price of our Common
Stock. Our Common Stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in
all likelihood, find it difficult to sell their common stock.


                                                                         11
There can be no assurance that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common
Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the
authority to restrict any person from participating in a distribution of a penny stock if the SEC determines that such a restriction would be in the
public interest.

Our common stock may be volatile, which substantially increases the risk that you may not be able to sell your shares at or above the
price that you may pay for the shares.

Because of the limited trading market expected to develop for our common stock, and because of the possible price volatility, you may not be
able to sell your shares of common stock when you desire to do so. The inability to sell your shares in a rapidly declining market may
substantially increase your risk of loss because of such illiquidity and because the price for our common stock may suffer greater declines
because of its price volatility.

The price of our common stock that will prevail in the market after this offering may be higher or lower than the price you may pay. Certain
factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the
following:

• variations in our quarterly operating results;
• loss of a key relationship or failure to complete significant transactions;
• additions or departures of key personnel; and
• fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and
volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying
company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance. In
the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies‟
common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management
attention and resources, which could have a further negative effect on your investment in our stock.

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the
ability of broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the Exchange Act, and must be current in their
reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain
current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities
could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of shareholders to sell their securities in
the secondary market.

We do not expect to pay dividends and investors should not buy our common stock expecting to receive dividends.

We have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the
foreseeable future. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You
should not purchase our common stock expecting to receive cash dividends. Since we do not pay dividends, and there may be limited trading,
then you may not have any manner to liquidate or receive any payment on your investment. Therefore our failure to pay dividends may cause
you to not see any return on your investment even if we are successful in our business operations. In addition, because we do not pay dividends
we may have trouble raising additional funds which could affect our ability to expand out business operations.


                                                                          12
Use of Proceeds

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the resale of our
common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of
Distribution”. We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

A portion of the shares of common stock covered by this prospectus are issuable upon exercise of the Warrants. We may receive proceeds in
the event some or all of the Warrants held by the selling security holders are exercised for cash. Any proceeds received from the exercise of the
warrants will be used for working capital and other general corporate purposes.

Determination of Offering Price

The prices at which the shares or common stock covered by this prospectus may actually be sold will be determined by the prevailing public
market price for shares of common stock, by negotiations between the selling security holders and buyers of our common stock in private
transactions or as otherwise described in “Plan of Distribution.”

Dilution

The selling security holders are offering for resale common shares underlying the outstanding Warrants. To the extent such Warrants are
exercised, the existing shareholder will experience dilution to their ownership interests in us.

Selling Security Holders

The common shares being offered for resale by the selling security holders consist of 6,630,000 shares of our common stock held by (i) 15
holders who were investors in our private placement of $8,500,000, through the sale of 4,250,000 shares of our common stock and a number of
Investor Warrants exercisable into 2,125,000 shares of common stock equal to 50% of the number of the Shares, that we closed on January 19,
2011; and (ii) three holders who were issued shares in connection with the placement agent services in the private placement .

The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of
the selling stockholders as of February 11, 2011 and the number of shares of common stock being offered by the selling stockholders. The
shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the
shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are
the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.


                                                                       13
                                          Shares Beneficially
                                                Owned                                       Amount Beneficially Percentage Beneficially
 Name                                      Prior to Offering       Shares to be Offered     Owned after Offering Owned after Offering
John Hancock Small Cap Intrinsic Fund
(1)                                            3,000,000                  3,000,000                   0                        0%
Anson Investments Master Fund LP (2)            450,000                    450,000                    0                        0%
Midsummer Ventures, LP (3)                      375,000                    375,000                    0                        0%
Taylor International Fund, Ltd. (4)             187,500                    187,500                    0                        0%
Verition Multi-Strategy Master fund
Ltd. (5)                                        187,500                   187,500                     0                        0%
Warberg Opportunistic Trading Fund
LP (6)                                          150,000                   150,000                     0                        0%
Brio Capital LP (7)                             150,000                   150,000                     0                        0%
Empery Asset Master, Ltd (8)                    187,500                   187,500                     0                        0%
Hartz Capital Investments, LLC (9)              187,500                   187,500                     0                        0%
Rockmore Investment Master fund Ltd
(10)                                            375,000                   375,000                     0                        0%
Highbridge International, LLC (11)              375,000                   375,000                     0                        0%
Iroquois Master Fund Ltd. (12)                  262,500                   262,500                     0                        0%
Cranshire Capital LP (13)                       337,500                   337,500                     0                        0%
Freestone Advantage Partners, LP (14)            37,500                    37,500                     0                        0%
GCA Strategic Investment fund Limited
(15)                                            112,500                   112,500                     0                        0%
Rodman & Renshaw, LLC (16)                      178,500                   178,500                     0                        0%
Craig Schwabe (17)                               51,000                    51,000                     0                        0%
Noam Rubinstein (18)                             25,500                    25,500                     0                        0%

(1) Consists of 2,000,000 shares of our Common Stock and 1,000,000 shares of our Common Stock underlying the Warrant issued to John
Hancock Small Cap Intrinsic Fund. Tim Malloy is the Portfolio Manager of John Hancock Small Cap Intrinsic Fund and has voting and
dispositive power over the shares beneficially owned by John Hancock Small Cap Intrinsic Fund.
(2) Consisting of 300,000 shares of our Common Stock and 150,000 shares of our Common Stock underlying the Warrant issued to Anson
Investments Master Fund LP . Moez Kassam is the Portfolio Management of Anson Investments Master Fund LP and has voting and
dispositive power over the shares beneficially owned by Anson Investments Master Fund LP.
(3) Consisting of 250,000 shares of our Common Stock and the 125,000 shares of our Common Stock underlying the Warrant issued to
Midsummer Ventures, LP. Michel Amsalem and Joshua Thomas have voting and dispositive power over the shares beneficially owned by
Midsummer Ventures, LP.
(4) Consisting of 125,000 shares of our Common Stock and 62,500 shares of our Common Stock underlying the Warrant issued to Taylor
International Fund, Ltd.(“Taylor International”). Taylor Assets Management, Inc. (“Taylor Assets Management”) is the general partner of
Taylor International and consequently has voting control over securities held by Taylor International. Robert J. Kirkland, President of Taylor
Assets Management, has voting control over Taylor Assets Management. As a result of the foregoing, each of Taylor Assets Management and
Robert J. Kirkland may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as
amended) of the shares of common stock beneficially owned by Taylor International.
(5) Consisting of 125,000 shares of our Common Stock and 62,500 shares of our Common Stock underlying the Warrant issued to Verition
Multi-Strategy Master Fund Ltd. Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund
Ltd. In such capacity, Verition Fund Management LLC may be deemed to have voting and investment power with respect to the shares held
by Verition Multi-Strategy Master Fund Ltd. Nicholas Maounis is currently the managing member of Verition Fund Management LLC and in
such capacity may be deemed to have voting and investment power with respect to the shares held by Verition Multi-Strategy Master Fund
Ltd. Mr. Maounis disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the
securities owned by Verition Fund Management LLC except to the extent, if any, of his pecuniary interest therein.
(6) Consisting of 100,000 shares of our Common Stock and 50,000 shares of our Common Stock underlying the Warrant issued to Warberg
Opportunistic Trading Fund LP. Jonathon Blumberg is the Manager of Warberg Opportunistic Trading Fund LP. and has voting and dispositive
power over the shares beneficially owned by Warberg Opportunistic Trading Fund LP.
(7) Consisting of 100,000 shares of our Common Stock and 50,000 shares of our Common Stock underlying the Warrant issued to Brio Capital
LP. Shaye Hirsch is the Managing Partner of Brio Capital LP and has voting and dispositive power over the shares beneficially owned by Brio
Capital LP



                                                                     14
(8) Consisting of 125,000 shares of our Common Stock and 62,500 shares of our Common Stock underlying the Warrant issued to E mpery
Asset Master Ltd.. Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd ("EAM"), has discretionary authority to
vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in
their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting
power over the shares held by EAM. Mr.Hoe and Mr. Lane disclaim any beneficial ownership of these shares.
(9) Consisting of 125,000 shares of our Common Stock and 62,500 shares of our Common Stock underlying the Warrant issued to Hartz
Capital Investments, LLC. Empery Asset Management LP, the authorized agent of Hartz Capital Investments, LLC ("HCI"), has
discretionary authority to vote and dispose of the shares held by HCI and may be deemed to be the beneficial owner of these shares. Martin
Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment
discretion and voting power over the shares held by HCI. Mr. Hoe and Mr. Lane disclaim any beneficial ownership of these shares.
(10) Consisting of 375,000 shares of our Common Stock and 125,000 shares of our Common Stock underlying the Warrant issued Rockmore
Investment Master Fund Ltd. Rockmore Capital, LLC (“Rockmore Capital”) and Rockmore Partners, LLC (“Rockmore Partners”) serve as the
investment manager and general partner, respectively, to Rockmore Investments (US) LP, which invests all of its assets through Rockmore
Investment Master Fund Ltd. (“Rockmore Master Fund”). As a result of the foregoing, Rockmore Capital and Rockmore Partners may be
deemed to share dispositive power over the shares of our common stock owned by Rockmore Master Fund. Rockmore Partners has delegated
authority to Rockmore Capital regarding the portfolio management decisions with respect to the shares of common stock owned by Rockmore
Master Fund, and Mr. Bruce T. Bernstein and Mr. Brian Daly, as officers of Rockmore Capital, are responsible for the portfolio management
decisions of the shares of common stock owned by Rockmore Master Fund. By reason of such authority, Messrs. Bernstein and Brian Daly
may be deemed to share dispositive power over the shares of our common stock owned by Rockmore Master Fund. Messrs.
(11) Consisting of 250,000 shares of our Common Stock and 125,00 shares of our Common Stock underlying the Warrant issued to Highbridge
International, LLC. Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC and has voting and
dispositive power over the shares beneficially owned by Highbridge International, LLC. Glenn Dubin is the Chief Executive Officer of
Highbridge Capital Management, LLC.
(12) Consisting of 175,000 shares of our Common Stock and 87,500 shares of our Common Stock underlying the Warrant issued to Iroquois
master fund Ltd.. Iroquois Capital Management L.L.C. (“Iroquois Capital”) is the investment manager of Iroquois Master Fund, Ltd
(“IMF”). Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of
Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as
investment manager to IMF. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as
determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by IMF. Notwithstanding the
foregoing, Mr. Silverman and Mr. Abbe disclaim such beneficial ownership .
(13) Consisting of 225,000 shares of our Common Stock and 112,500 shares of our Common Stock underlying the Warrant issued to Cranshire
Capital LP. Downsview Capital, Inc. (“Downsview”) is the general partner of Cranshire Capital, L.P. (“Cranshire”) and consequently has
voting control and investment discretion over securities held by Cranshire. Mitchell P. Kopin (“Mr. Kopin”), President of Downsview, has
voting control over Downsview. As a result of the foregoing, each of Mr. Kopin and Downsview may be deemed to have beneficial ownership
(as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of common stock beneficially owned by
Cranshire Capital LP.
(14) Consisting of 25,000 shares of our Common Stock and 12,500 shares of our Common Stock underlying the Warrant issued to Freestone
Advantage Partners, LP. Downsview Capital, Inc. (“Downsview”) is the investment manager for a managed account of Freestone Advantage
Partners, LP and consequently has voting control and investment discretion over securities held in such account. Mitchell P. Kopin (“Mr.
Kopin”), President of Downsview, has voting control over Downsview. As a result, each of Mr. Kopin and Downsview may be deemed to have
beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares held in such
account which are being registered hereunder.
(15) Consisting of 75,000 shares of our Common Stock and 37,500 shares of our Common Stock underlying the Warrant issued to GCA
Strategic Investment fund Limited. Lewis N. Lester sr is the Director of GCA Strategic Investment fund Limited and has voting and
dispositive power over the shares beneficially owned by GCA Strategic Investment fund Limited.
(16) Consisting of 178,500shares of our Common Stock underlying the Warrant issued to Rodman & Renshaw, LLC. John J. Borer is the
Senior Managing Director of Rodman & Renshaw, LLC. and has voting and dispositive power over the shares beneficially owned by Rodman
& Renshaw, LLC.
(17) Consisting of 51,000 shares of our Common Stock underlying the Warrant issued to Craig Schwabe.
(18) Consisting of 25,500 shares of our Common Stock underlying the Warrant issued to Noam Rubinstein.

To our knowledge, except for Rodman & Resnshaw, LLC, Craig Schwabe and Noam Rubinstein, none of the selling shareholders or their
beneficial owners:

   -   has had a material relationship with us other than as a shareholder at any time within the past three years; or
   -   has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
   -   are broker-dealers or affiliated with broker-dealers. Rodman & Renshaw, LLC is a registered broker-dealer and Craig Schwabe and
       Noam Rubinstein are officers of Rodman & Renshaw, LLC. Each of such persons received such warrants as compensation for
       investment banking services.
15
Plan of Distribution

The common shares being offered for resale by the selling security holders consist of 6,630,000 shares of our common stock held by (i) 15
holders who were investors in our private placement of $8,500,000, through the sale of 4,250,000 shares of our common stock and a number of
Investor Warrants exercisable into 2,125,000 shares of common stock equal to 50% of the number of the Shares, that we closed on January 19,
2011; and (ii) three holders who were issued shares in connection with the placement agent services in the private placement .

This prospectus relates to the resale of up to 6,630,000 shares, including (i) 4,250,000 shares of common stock issued In the private placement
closed on January 19, 2011, and (ii) 2,380,000 shares of common stock issuable upon exercise of the Warrants, each held by certain selling
security holders.

Each selling stockholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any
or all of their shares of common stock covered hereby on the principal Trading Market or any other stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any
one or more of the following methods when selling shares:

   
     ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

   
     block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
     principal to facilitate the transaction;

   
     purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

    exchange distribution in accordance with the rules of the applicable exchange;
     an

   
     privately negotiated transactions;

   
     settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

    transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such shares at a stipulated
     in
     price per share;

   
     through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

   combination of any such methods of sale; or
     a

    other method permitted pursuant to applicable law.
     any

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in
compliance with FINRA IM-2440.


                                                                        16
In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling stockholders may also sell shares of the common stock short and deliver these securities to close out their
short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or
other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and
any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which,
in the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the
prospectus delivery requirements of the Securities Act including Rule 172 thereunder. The selling stockholders have advised us that there is no
underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be
in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the
shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will
be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the
resale shares of Common Stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or
an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not
simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in
Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of
shares of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling
stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale
(including by compliance with Rule 172 under the Securities Act).

Description of Securities

We are authorized to issue 100,000,000 shares of our common stock, par value $0.001 and 10,000,000 shares of preferred stock, par value
$0.001. As of February 7, 2011, 37,178,969 shares of common stock were issued and outstanding and no shares of Preferred Stock were issued
and outstanding, including shares issued pursuant to the closing of the Securities Purchase Agreement.

          (a)         Common Stock . The holders of the common stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. Our certificate of incorporation and by-laws do not provide for cumulative voting rights in the election of
directors. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board out of
funds legally available therefore. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share
ratably in the assets remaining after payment of liabilities. Holders of common stock have no preemptive, conversion or redemption rights.


                                                                         17
         (b)         Preferred Stock . Our board of directors has the authority, within the limitations and restrictions in our amended articles of
incorporation, to issue 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or the designation of any series, without further vote or action by the stockholders.
The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in our control without further action by the
stockholders. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of our
common Stock, including voting rights, of the holders of our common Stock. In some circumstances, this issuance could have the effect of
decreasing the market price of our common stock. We currently have no plans to issue any shares of preferred stock.

         (c)         Investor Warrants .

In the private placement offering closed on January 19, 2011, we issued a number of five-year Warrants to purchase 2,125,000 shares of
common stock equal to 50% of the Shares purchased in the offering, excisable at a price of $2.50 per share to certain accredited investors. The
number of shares of common stock to be received upon the exercise of the Warrants and the exercise price of the Warrants are subject to
adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock that
occur after the Closing Date.

         (e)        Placement Agent Warrants

Rodman & Renshaw LLC acted as our exclusive placement agent in connection with the private placement closed on January 19, 2011. For the
placement agent services in connection with the offering of total, (i) we paid a cash placement fee equal to 6% of the aggregate purchase price
paid by investors that were placed in the Offering, and we agreed to pay a cash fee equal to 6% of the aggregate cash exercise price to be
received by the Company upon the exercise of the Investor Warrants, payable only in the event of the receipt by the Company of any proceeds
of such cash exercise, and (ii) we issued to the placement agent on the Closing Date five-year Placement Agent Warrants to purchase 255,000
shares of our common stock equal to 6% of the aggregate number of purchased Shares, which have the same terms, including exercise price
and registration rights, as the Investor Warrants issued to the investors in the offering. The number of shares of common stock to be received
upon the exercise of the Warrants and the exercise price of the Warrants are subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the common stock that occur after the Closing Date.

                                            INTERESTS OF NAMED EXPERTS AND COUNSEL

Except for the 100,000 shares of common stock of the Company owned by Anslow & Jaclin, LLP, no expert or counsel named in this
prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration statement have been audited by Webb & Company, P.A. to the extent
and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such
report given upon the authority of said firm as experts in auditing and accounting.

The validity of the issuance of the common stock hereby will be passed upon for us by Anslow & Jaclin, LLP, Manalapan, New Jersey.


                                                                          18
                                                         DESCRIPTION OF BUSINESS

We engage in developing and operating online dating applications and social networking applications on various social networking websites as
well as on online dating website and a location-based social networking platform. We were incorporated under the laws of the State of
Delaware on July 19, 2005. Clifford Lerner is our sole officer and director, as well as our controlling stockholder. We currently have 20
full-time employees.

On December 30, 2005, we obtained all of the shares of eTwine, Inc. a New York Corporation incorporated in May 2004, pursuant to a stock
purchase agreement between eTwine, Inc. and us, in consideration for the issuance of 24,681,000 shares to the eTwine, Inc. shareholders (the
“Share Exchange”). As a result of the closing of the Share Exchange, eTwine, Inc. became our wholly-owned subsidiary. Clifford Lerner
remained our sole officer and director and after the Share Exchange.

Our initial focus was on building an online dating website. We launched an online dating website called IamFreeTonight.com, offering several
unique features including Group Dating & Dating by Schedule in November 2006. We began building dating applications on Facebook
Platform in 2007. As a result of the initial traffic growth with these applications, since 2007 we have shifted our business model from
building online dating websites like IamFreeTonight.com, which is no longer active, towards developing dating applications on social
networking platforms.

In November 2007 we changed our name from eTwine Holdings, Inc. to Snap Interactive, Inc. to reflect the company‟s shifting focus toward
producing dating applications for Social Networking websites. At that time our stock ticker symbol also change from ETWI to STVI. On June
10, 2009 we incorporated SNAP Mobile Limited, a United Kingdom Corporation as a wholly-owned subsidiary. In the fourth quarter of 2009
we completed our transition from an advertising model to a subscription-based model for revenue generation on our Are You Interested
application on Facebook as well as on AreYouInterested.com. Subscriptions and premium sales represent our primary revenue source since
the beginning of 2010.

 We currently have approximately 8 applications across four social networking platforms, namely Facebook, MySpace, Hi5, & Bebo as well as
two iPhone mobile applications and 2 stand-alone websites. Our primary application brand is Are You Interested. Our other brands are
WhoIsNear, Meet New People and Flirt With Me. As of January 31, 2011, we have in excess of 35 Million total installations of our
applications. We also launched our application Are You Interested on the iPhone mobile application platform for mobile dating and we built
AreYouInterested.com, a stand-alone online dating website.

Our current corporate structure is illustrated in the figure below:




                                                                      19
PRODUCTS

Meet New People

In June 2007 we launched our first application on Facebook called Meet New People. Meet New People, which was significantly upgraded in
December 2007, allows users to flirt with each other by messaging online and post when they are free to hang out. Meet New People has in
excess of 4 Million installations.
Are You Interested

In August 2007 we launched our second application on Facebook.com called Are You
Interested. Since its launch, Are You Interested has consistently been one of the leading pure-dating
applications on Facebook as defined by most Daily Active Users and most Monthly Active Users. Are
You Interested allows users to view pictures of other members and indicate if they are “interested” in
them by clicking “yes” on the picture. We notify members when there is a mutual match. Users are
also able to send messages and exchange virtual gifts on the application. Are You Interested has in
excess of 30 Million installations on Facebook. In March 2008 we launched Are You Interested on
MySpace Developer Platform. In March 2009 „Are You Interested?‟ was launched on the iPhone,
representing our first mobile dating application.


On May 4, 2009 we announced the beta-launch of AreYouInterested.com, our new stand-alone online dating website. AreYouInterested.com
represents an integrated and expanded version of our Are You Interested Facebook application and incorporates a Facebook Connect
integration.

Flirt With Me

In March 2008, we launched Flirt With Me on MySpace Developer Platform. Flirt With Me is a dating application that allows users to send
funny flirts to each other as well as exchange virtual gifts and messages. In April 2008, we launched Flirt With Me on Hi5 Developer Platform
and subsequently we launched Are You Interested and Flirt With Me on Bebo Developer Platform.

Who Is Near

In February 2011 we Beta-launched Who Is Near, a location-based service with a fully-integrated web, mobile, iPhone and social application
enabling easy access to a user's existing social graph. WhoIsNear.com allows users to seamlessly find and interact with their existing friends
without the need to re-create their social graph, while providing a simple and fun way to meet and communicate with new ones.


                                                                     20
MARKETING STRATEGY

Our applications initially gained their user base primarily through viral growth however in late 2009, in conjunction with the launch of our
subscription model, we began spending on advertising and marketing to acquire users. Throughout 2010 we put more resources and capital
behind our user acquisition programs. We hired a full-time media buyer, developed in-house tools to track and measure the success of our
advertising campaigns, and steadily increased our marketing spend as we developed the tools to identify profitable campaigns. We primarily
advertise through advertising networks and affiliate networks and run hundreds of campaigns at any given time, broken down by country, age
range, gender, and sexual orientation. We expect to continue increasing our marketing expenditures in anticipation of a positive return on the
lifetime value of new users when compared to the acquisition cost.

COMPETITION

The company faces substantial competition from other social networking application providers as well as major online dating websites. In the
application field, we believe our primary competition comes from other leading developers such as Zynga, Playfish, Crowdstar and Playdom
who all have multiple applications that remain consistently among the leaders on Facebook. In the Dating category of social networking
applications, we are consistently one of the leaders in the category as measured by both Monthly Active Users and Total Installs. To our
knowledge, Zoosk and Badoo are the only other application providers that have traffic totals for a dating application that compare with us at
this time. In the online dating industry we face competition from established competitors such as Match.com and eHarmony.com.

Achieving critical mass with respect to market share is critical for online dating sites and online dating applications. As a result of our large
user base we believe we are well-positioned to continue as a leader in the online dating application market. We believe this large user base will
also allow us to compete favorably in the marketplace with future products that we offer. Additionally, we hope to offset any advantages held
by competitors with larger member bases by offering products and services which are unique to the industry, superior in quality, and more
appealing than those of our competitors. Additionally, we believe we have the tools and inherent efficiencies to purchase new users at a cost
that is less than what traditional online dating site competitors pay. We also believe that the industry offers substantial room for growth as
social networking application platforms and mobile platforms continue to expand and as the internet continues to become more of an accepted
tool for finding a mate.

GOVERNMENTAL REGULATIONS

There are no governmental approvals necessary to conduct our current business and the social networking application industry is not generally
subject to any governmental regulation. Although this permits us to provide our services without the time and expense of governmental
supervision it also allows competitors to more easily enter this business market.

PATENT AND TRADEMARKS

We have filed a trademark application for “Are You Interested in order to protect our product name and concept and that application is still
pending.

We will continue to work with our intellectual property counsel to protect our patent and trademarks.

                                                      DESCRIPTION OF PROPERTY

Our principal executive offices are located at 363 Seventh Ave, 13th Floor, New York, NY 10001. Currently we do not own any real
property. We rent a 3,400 square feet office and our office rental expense on a monthly basis is approximately $8,710. The office lease term
runs through March 2012. Our subsidiaries SNAP Mobile Limited and eTwine Inc. operate out of our principal executive office.

                                                          LEGAL PROCEEDINGS

We are not currently aware of any pending legal proceedings against us.


                                                                       21
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

There is no public market for the Warrants. Our shares of common stock are trading on the Over the Counter Bulletin Board (“OTC Bulletin
Board”) under the trading symbol “STVI.OB.” The OTC Bulletin Board is a significantly more limited market than the New York Stock
Exchange or Nasdaq system. The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available for existing
and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a
long-term adverse impact on our ability to raise capital in the future.

The following table sets forth, for the periods indicated, the high and low bid prices for our common stock on the OTC Bulletin Board as
reported by various OTCBB market makers. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and
may not necessarily reflect actual transactions.

Quarter Ended                                                                                           High Bid ($)            Low Bid ($)
Fourth Quarter ended December 31, 2010                                                              $              3.20                   0.12
Third Quarter ended September 30, 2010                                                              $              0.48                   0.10
Second Quarter ended June 30, 2010                                                                  $              0.33                   0.10
First Quarter ended March 31, 2010                                                                  $              0.47                   0.10
Fourth Quarter ended December 31, 2009                                                              $             0.15*                  0.07*
Third Quarter ended September 30, 2009                                                              $             0.17*                  0.07*
Second Quarter ended June 30, 2009                                                                  $             0.27*                  0.13*
First Quarter ended March 31, 2009                                                                  $              .35*                  0.17*

* adjusted to reflect the 3-1 forward split effectuated by the Company in January 2010.

Holders

As of February 7, 2011, there were approximately 43 holders of record of our common stock. This does not reflect the number of persons or
entities who held stock in nominee or "street" name through various brokerage firms.

Dividends

To date, we have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings for funding
growth and therefore, do not expect to pay any dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion
of our Board of Directors after taking into account various factors, including our financial condition, operating results, current and anticipated
cash needs and plans for expansion.

Transfer Agent and Registrar

Our independent stock transfer agent is Corporate Stock Transfer, Inc. at 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209.

                                   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
                                         CONDITION AND RESULT OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form S-1. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially
differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although
management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no
assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations
expressed in this report.


                                                                        22
OVERVIEW

We were incorporated under the laws of the State of Delaware on July 19, 2005. Clifford Lerner is our sole officer and director, as well as our
controlling stockholder. We currently have fifteen other employees. On December 30, 2005, we obtained all of the shares of eTwine, Inc. a
New York Corporation incorporated in May 2004, pursuant to a Stock Purchase Agreement and Share Exchange between eTwine, Inc. and us
in consideration for the issuance of 24,681,000 shares to the eTwine, Inc. shareholders. Clifford Lerner remained our sole officer and director
after the agreement and pursuant to the agreement eTwine, Inc. became our wholly owned subsidiary. Now we own and operate dating
applications on social networking websites as well as an online dating website. The purpose of this merger was to create a holding company in
the event we decide to acquire other entities in this industry in the future. In addition, the purpose was for the public entity to be a Delaware
corporation which has provisions of its laws that are more favorable to our shareholders than New York laws.

We launched an online dating website called IamFreeTonight.com in November 2006 offering several unique features for singles including
Group Dating & Dating by Schedule.

In 2007 we began building dating applications on Facebook Platform. As a result of our initial traffic growth with these applications we shifted
our business model away from IamFreeTonight.com, which is no longer active, and towards building dating applications on social networking
platforms.

In June 2007 we launched our first application on Facebook called Meet New People. Meet New People, which was significantly upgraded in
December 2007, allows users to flirt with each other by messaging online and post when they are free to hang out. Meet New People has in
excess of 4 Million installations.

In August 2007 we launched our second application on Facebook.com called Are You Interested. Since its launch, Are You Interested has
consistently been one of the leading pure-dating applications on Facebook as defined by most Daily Active Users and most Monthly Active
Users. Are You Interested allows users to view pictures of other members and indicate if they are “interested” in them by clicking “yes” on the
picture. We notify members when there is a mutual match. Users are also able to send messages and exchange virtual gifts on the
application. Are You Interested has in excess of 30 Million installations on Facebook.

In November 2007 we changed our name from eTwine Holdings, Inc. to Snap Interactive, Inc. to reflect the company‟s shifting focus toward
producing dating applications for Social Networking websites. At that time our stock ticker symbol also change from ETWI to STVI.

In March 2008 we launched two applications on MySpace Developer Platform: Are You Interested and a new brand called Flirt With Me. Flirt
With Me is a dating application that allows users to send funny flirts to each other as well as exchange virtual gifts and messages.

In April 2008 we launched an application on Hi5 Developer Platform called Flirt With Me. We subsequently launched Are You Interested and
Flirt With Me on Bebo Developer Platform.

In March 2009 „Are You Interested?‟ was launched on the iPhone – representing our first mobile dating application.

On May 4, 2009 we announced the beta-launch of AreYouInterested.com, our new stand-alone online dating website. AreYouInterested.com
represents an expanded and integrated version of our Are You Interested Facebook application and incorporates a Facebook Connect
integration.

On June 10, 2009 we incorporated SNAP Mobile Limited, a United Kingdom Corporation as a wholly-owned subsidiary.


                                                                       23
In the fourth quarter of 2009 we completed our transition from an advertising model to a subscription-based model for revenue generation on
our Are You Interested application on Facebook as well as on AreYouInterested.com. Revenue from subscriptions and premium sales
represent our primary revenue source since the beginning of 2010.

In February 2011 we Beta-launched WhoIsNear, a location-based service with a fully-integrated web, mobile, iPhone and social application
enabling easy access to a user's existing social graph. WhoIsNear.com allows users to seamlessly find and interact with their existing friends
without the need to re-create their social graph, while providing a simple and fun way to meet and communicate with new ones.

Collectively we have approximately eight applications across four social networking platforms, namely Facebook, MySpace, Hi5, & Bebo as
well as two iPhone mobile applications and 2 stand-alone websites. Our primary application brand is Are You Interested. Our other brands are
WhoIsNear, Meet New People and Flirt With Me. As of January 31, 2011, we have in excess of 35 Million total installations of our
applications. We also launched our application Are You Interested on the iPhone mobile application platform for mobile dating and we built
AreYouInterested.com, a stand-alone online dating website.

Our Products

MEET NEW PEOPLE: Meet New People was launched on Facebook Platform (R) in June 2007 and substantially revamped in December
2007. Meet New People allows users to flirt with each other by messaging online and post when they are free to hang out. Meet New People
has in excess of 4 Million total installs.

ARE YOU INTERESTED: Are You Interested was launched on Facebook Platform (R) in August 2007. Since its launch, Are You Interested
has consistently been one of the leading pure-dating applications on Facebook as defined by Most Daily Active Users and Most Monthly
Active Users, as well as Total Users. Are You Interested allows users to view pictures of other members and indicate if they are “interested”
by clicking “yes” on the picture. We notify members when there is a mutual match. Users are also able to exchange messages and virtual gifts
on the application. In March 2008 we launched Are You Interested on MySpace, and later in 2008 we launched Are You Interested on
Bebo. Are You Interested now has in excess of 30 Million total installs on Facebook.

On March 18, 2009 we launched Are You Interested on the iPhone. This application represents our first mobile dating application. Are You
Interested is now available for download on iTunes as well as in the iPhone Apps Store.

On May 4, 2009 we announced the beta-launch of AreYouInterested.com, our new stand-alone online dating website. AreYouInterested.com
represents an expanded and integrated version of our Are You Interested Facebook application and incorporates a Facebook Connect
integration

In the fourth quarter of 2009 we completed our transition from an advertising model to a subscription-based model for revenue generation on
our Are You Interested application on Facebook as well as on AreYouInterested.com.

FLIRT WITH ME: Flirt With Me was launched on MySpace in March 2008, on Hi5 in April 2008, and recently on Bebo. Flirt With Me is a
fun dating application that allows users to exchange flirts with each other and also integrates a "Flirt With Me" profile box onto a user's profiles
to allow anyone who visits their profile the ability to send funny flirt messages. As of September 30, 2010, Flirt With Me had approximately 1
Million total installs.

WHO IS NEAR: In February 2011 we Beta-launched WhoIsNear, a location-based service with a fully-integrated web, mobile, iPhone and
social application enabling easy access to a user's existing social graph. WhoIsNear.com allows users to seamlessly find and interact with their
existing friends without the need to re-create their social graph, while providing a simple and fun way to meet and communicate with new ones.

In the coming months we will continue to enhance our current applications and products as well as consider building additional dating
application on Facebook and other large social networking platforms.


                                                                        24
How We Generate Revenue

In the fourth quarter of 2009 we implemented a subscription-based pay model into our Are You Interested application on Facebook in order to
generate additional revenue. We had previously generated the majority of our revenue through advertisements placed on our products. Since
the beginning of 2010 the subscription fees received and premium sales became our primary source of revenue. We are currently working on
expanding subscription-based offerings into several of our other products. The timing of implementing a subscription model is dependent upon
a number of factors including our available resources to allocate to the project. Our subscription offering on Are You Interested provides users
with unlimited messaging and unlimited access to their matches as well as the ability to see who viewed their profile and send an unlimited
number of premium virtual gifts.

We recognize revenue from monthly premium subscription fees in the month in which the services are used. Revenues are presented net of
refunds, credits and known credit card chargebacks. Our subscriptions are currently offered in durations of varying length from one month to
six months – generally in one, three, and six month terms. Long-term plans with durations longer than one month are generally available at
discounted monthly rates however all subscription fees are collected at the time of purchase regardless of the length of the subscription
term. Revenues from these long-term plans are recognized pro-rata over the subscription term. Pursuant to our terms of service, most
subscriptions renew automatically for subsequent periods of the same length until subscribers terminate them.

We recognize revenue from the direct sale of "points" over two months. Points can be used in exchange for certain premium features on our
products. Determining whether and when some of the criteria for spending points have been satisfied often involves assumptions and
management judgments that can have an impact on the timing and amount of revenue we report in each period. At this time we believe that our
assessment is fair and we will continue to monitor these activities in order to determine if there are significant changes in usage patterns.

We currently offer several payment options and are pursuing relationships with multiple payment processors in order to diversify our risk and
reliance on a single payment processor, ensure competitive rates, and offer our users as many payment options as possible. We will continue to
research and explore additional opportunities in this area.

Our Business Objectives

▪   Continue to upgrade our existing applications and products and continue development on new projects

▪   Promotion and expansion of our various products including our social networking applications, our iPhone application, and our
    AreYouInterested.com online dating website.

▪   Consider building new applications on social networking platforms and further development and exploration of mobile platforms and
    products.

▪   Considering launching additional applications and websites that expand beyond online dating based upon our identification of industries
    and markets that we believe represent profitable opportunities.

▪   Continue to focus on building out our premium subscription service, marketing tools, and virtual goods platform in order to continue
    growing our subscription model on Are You Interested.

▪   Identify & explore new opportunities that emerge in our rapidly evolving industry

Governmental Regulations

There are no governmental approvals necessary to conduct our current business and the social networking application industry is not generally
subject to any governmental regulation. Although this permits us to provide our services without the time and expense of governmental
supervision it also allows competitors to more easily enter this business market.


                                                                      25
Results of Operations for the Three and Nine Months ended September 30, 2010 Compared to the Three and Nine Months ended
September 30, 2009

Revenues

Revenue increased from $2,354,334 for the nine months ended September 30, 2009 to $3,877,209 for the nine months ended September 30,
2010, an increase of $1,522,875. Revenues increased from $801,120 for the three months ended September 30, 2009 to $1,706,691 for the
three months ended September 30, 2010, an increase of $905,571.

These revenues are primarily generated from subscription fees for subscriptions to Are You Interested as well as access to premium features on
our products. The increase in revenue for the nine months ended September 30, 2010 was primarily due to the implementation of subscriptions
on our Are You Interested brand which took place in late 2009. In 2009 our revenue was generated primarily from advertisements placed on
our Are You Interested Facebook application.

Cost of Revenue

Cost of revenue increased from $928,303 for the nine months ended September 30, 2009 to $1,118,378 for the nine months ended September
30, 2010, an increase of $190,075. Cost of revenue increased from $321,406 for the three months ended September 30, 2009 to $359,501 for
the three months ended September 30, 2010, an increase of $38,095. The increase in cost of revenue is primarily attributable to the overall
expansion of our operations as compared to the previous year. Our hosting costs increased as did other costs associated with the programming,
design, and maintenance of our products.

Operating Expenses

Operating Expenses for the nine months ended September 30, 2010 increased to $3,559,797 from $1,058,140 for the nine months ended
September 30, 2009, representing an increase of $2,501,657. Operating expenses for the three months ended September 30, 2010 increased to
$1,260,218 from $399,431 for the three months ended September 30, 2009, representing an increase of $860,787.

The increase in operating expenses is primarily attributable to an increase in advertising and marketing expense.

Advertising and marketing expense for the nine months ended September 30, 2010 was $2,101,551. Advertising and marketing expense for the
three months ended September 30, 2010 was $759,363. The increase in advertising and marketing expense is primarily due to the shift to a
subscription based model and the associated user acquisition costs.

Compensation expense for the nine months ended September 30, 2010 increased to $486,335 from $480,716 for the nine months
ended September 30, 2009, representing an increase of $5,619. This increase is due to the overall expansion of our operations as compared to
the same period last year. Compensation expense for the three months ended September 30, 2010 decreased to $159,876 from $162,603 for the
three months ended September 30, 2009 representing a decrease of $2,727. This decrease is due to a reduction in stock-based compensation to
certain employees during this period.

General and administrative expenses for the nine months ended September 30, 2010 increased to $857,074 from $418,630 for the nine months
ended September 30, 2009, representing an increase of $438,444. General and administrative expenses for the three months ended September
30, 2010 increased to $303,970 from $206,542 for the three months ended September 30, 2009 representing an increase of $97,428. The
increase in general and administrative expense is due to the overall expansion of our operations as compared to last year.


                                                                       26
Professional fees for the nine months ended September 30, 2010 decreased to $114,837 from $158,794 for the nine months ended September
30, 2009, representing a decrease of $43,957. Professional fees for the three months ended September 30, 2010 increased to $37,009 from
$30,286 for the three months ended September 30, 2009 representing an increase of $6,723. The decrease for the nine months ended
September 30, 2010 and increase for the three months ended September 30, 2010 are due to routine fluctuations in our professional service
needs in the ordinary course of business during these periods.

Net Income

Net income decreased to a net loss of $785,022 for the nine months ended September 30, 2010 from net income of $135,638 for the nine
months ended September 30, 2009, a decrease of $920,660. Net income increased to $87,289 for the three months ended September 30, 2010
from net income of $22,736 for the three months ended September 30, 2009, an increase of $64,553.

The decrease in net income for the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009 and shift
to a net loss was primarily due to the revenue recognition impact of our shift to a subscription model in which revenue is recognized on a
deferred basis when subscriptions occur over more than a single month as well as increased advertising costs for user acquisition associated
with the shift to a subscription model on the Are You Interested brand.

Liquidity and Capital Resources

We are currently financing our operations primarily through cash generated by its operating activities and revenues derived from
advertisements placed on our various applications as well as premium features placed on our applications.

As of September 30, 2010, we had $2,120,947 in cash. Our cash increased from $1,895,449 as of December 31, 2009 by $225,498 due to a net
increase in cash generated from operating activities during this period. Historically, our principal working capital needs have been met through
continuing operations. As we grow and expand our operations, the need for working capital will increase. We expect to finance our internal
growth with cash provided from operations, borrowings, debt or equity offerings, or some combination thereof.

Our net loss for the nine months ended September 30, 2010 was $785,022. Net cash provided by operating activities was $239,678 during the
nine months ended September 30, 2010 as compared to cash provided by operating activities of $104,274 for the nine months ended September
30, 2009.

Cash used in operating activities mainly consisted of a net loss of $785,022 and a decrease in prepaid expenses of $138,318, an increase in
deferred revenue of $1,047,637, an increase in stock based compensation of $134,597, an increase in accounts receivable of $347,012 and an
increase in our credit card holdback of $136,631 offset by a decrease in accrued expenses of $356,550 and a decrease in accrued interest
payable of $2,019. The Company intends to use its cash to continue to fund its operations going forward.

Results of Operations for the Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Revenues

Revenue increased from $3,011,627 for the year ended December 31, 2008 to $3,170,725 for the year ended December 31, 2009, an increase of
$159,098.

These revenues are primarily generated from advertisements and premium features placed on our various applications as well as subscription
fees for subscriptions to our Are You Interested application on Facebook. We experienced a small increase in revenue versus the previous year
as a result of increased monetization efforts, however as we noticed declining advertising payouts much of the year was spent developing and
transitioning to our subscription model for which we only began seeing the anticipated revenue increase toward the end of 2009 following its
launch.


                                                                      27
Cost of Revenue

Cost of Revenue increased from $958,364 for the year ended December 31, 2008 to $1,423,585 for the year ended December 31, 2009, an
increase of $465,221. The increase in Cost of Revenue is primarily attributable to the overall expansion of our operations as compared to the
previous year including increases in staff, hosting and server costs..

Operating Expenses

Operating Expenses for the year ended December 31, 2009 increased to $1,831,918 from $1,119,384 for the year ended December 31, 2008,
representing an increase of $712,534.

The increase in Operating Expenses is primarily attributable to the overall expansion of our operations as compared to the previous
year. Primary Operating Expenses include Compensation Expense, and General & Administrative Expenses

Compensation Expense for the year ended December 31, 2009 increased to $749,637 from $585,254 for the year ended December 31, 2008,
representing an increase of $164,383. The increase in Compensation Expense was due to the hiring of new employees and the payment of
retention bonuses for key employees.

General and Administrative Expenses for the year ended December 31, 2009 increased to $961,179 from $444,571 for the year ended
December 31, 2008, representing an increase of $516,608. The increase in General and Administrative Expense is due to the overall expansion
of our operations as compared to last year including costs associated with our office relocation, costs associated with the hiring of additional
employees and marketing and user acquisition costs.

Professional fees for the year ended December 31, 2009 increased to $121,102 from $89,559 for the year ended December 31, 2008,
representing an increase of $31,543. The increase in professional fees was due to increased costs in the area of legal, accounting, and investor
relations.

Net Income

Net Income decreased to a loss of $101,919 for the year ended December 31, 2009 from net income of $796,960 for the year ended December
31, 2008, a decrease of $898,879.

The decrease in net income and shift to a net loss was due to the revenue recognition aspect of our subscription model in which revenues are
recognized over the duration of a user‟s subscription term rather than when collected in the case of multi-month subscriptions, as well as
decreased advertising payouts, and increased expenses associated with the expansion of our operations.

Liquidity and Capital Resources

We are currently financing its operations primarily through cash generated by our previous financing activities and revenues derived from
advertisements placed on our various applications as well as premium features placed on our applications.

As of December 31, 2009, we had $1,895,449 in cash. Historically, our principal working capital needs have been met through continuing
operations. As we grow and expand our operations, the need for working capital will increase. We expect to finance our internal growth with
cash provided from operations, borrowings, debt or equity offerings, or some combination thereof.

Our net loss for the year ended December 31, 2009 was $101,919. Net cash provided by operating activities was $441,226 during year ended
December 31, 2009 as compared to cash provided by operating activities of $1,238,500 for the year ended December 31, 2008. Cash provided
by operating activities mainly consisted of a net loss of $101,919 and an increase in accrued expenses of $174,957, an increase in prepaid
expenses of $222,974, an increase in deferred revenue of $281,049 and an increase in stock based compensation. We intend to use our cash to
continue to funds its operations going forward.


                                                                      28
Critical Accounting Pronouncements

Our significant accounting policies are summarized in Note 1 of our financial statements.

We account for income taxes under the FASB Accounting Standards Codification No. 740, Income Taxes . Under FASB Accounting Standards
Codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled.

We value property and equipment at cost and depreciate these assets using the straight-line method over their expected useful life. We use a
three year life for software and five year life for computer equipment.

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation . Under FASB
Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation
arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are
required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards,
share appreciation rights and employee share purchase plans. Effective January 1, 2006, the Company has fully adopted the provisions of
FASB Accounting Standards Codification No. 718. As such, compensation cost is measured on the date of grant at their fair value. Such
compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement
prospectively.

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by
FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to
Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a
(a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments
are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular
grant as defined in the FASB Accounting Standards Codification No. 505.

We have adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles – Goodwill and Other. Costs incurred in
the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and
amortized over the life of the asset, estimated to be five years. Expenses subsequent to the launch have been expensed as research and
development expenses.

 We recognize revenue on arrangements in accordance with FASB Accounting Standards Codification No. 605, Revenue Recognition . In all
cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is
performed and collectability is reasonably assured.

The Company recognizes revenue as earned on a click-through, impression, and registration/subscription basis. When a user clicks an
advertisement (“CPC basis”), views an advertisement impression (“CPM basis”), or registers for an external website via an advertisement
clicked on through the Company‟s applications (“CPA basis”), or purchases “points” or completes an offer to subscribe to premium features on
the Company‟s applications, the contract amount is recognized as revenue.

The Company recognizes revenue from monthly premium subscription fees in the month in which the services are used. Revenues are
presented net of refunds, credits and known credit card chargebacks. Subscriptions are currently offered in durations of varying length from
one month to six months.


                                                                      29
The Company recognizes revenue from the direct sale of "points" over two months. Points can be used in exchange for premium features on
products.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which
addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a
combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The
ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first
annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to
arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is
retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any
effect on its financial statements upon its required adoption on January 1, 2011.

OFF-BALANCE SHEET ARRANGEMENTS:

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also
known as “special purpose entities” (SPEs).

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

Our sole executive officer‟s and director‟s and his respective age as of February 7, 2011 are as follows:

NAME                AGE        POSITION

Clifford Lerner     32         President, Chief Executive Officer, Chief Financial Officer, Chairman

Set forth below is a brief description of the background and business experience of our sole executive officer and director for the past five
years.

CLIFFORD LERNER is our President and Chief Executive Officer as well as Chairman of our Board of Directors. Prior to joining us in
2005, Clifford spent his professional career from 2000 to 2005 at Lehman Brothers Inc. as an Analyst in its Equities division. Clifford worked
as an Analyst in the Product Management Group where his duties involved helping to coordinate the morning and afternoon equity research
calls. Clifford has a strong knowledge and understanding of the online dating and social networking spaces and has managed the product
development and growth for all of SNAP‟s applications and websites since inception.

He received his undergraduate degree from Cornell University in 2000 where he majored in Applied Economics & Business Management.

Term of Office

Our sole director is appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed
from office in accordance with our bylaws. Our sole officer is appointed by our board of directors and hold office until removed by the board.

Our sole director listed above have been in office since the appointment at the inception of our company and will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the
election of directors.


                                                                       30
Employment Agreements

On December 13, 2006 the Company executed an employment agreement with its President and CEO. The term ceases December 1, 2007 but
it was renewed for a period of three additional year through December 1, 2008. As compensation for services, the President will receive annual
compensation of $160,000 a year beginning January 1, 2008. The agreement also calls for the employee to receive health benefits, monthly
membership for a health and fitness facility as well as a complete annual physical. In addition, upon a change in control of the Company, the
employee will receive severance payments equal to the remaining amounts due under the employment agreement plus a minimum of two years
base compensation, plus any prorated share of incentive compensation and stock options associated with any signing bonus, plus health
benefits up to two years and up to $50,000 in job search costs. For the year ended December 31, 2010 a $200,000 cash year-end bonus has
been issued. As of December 31, 2010 the employment agreement has not been extended, however the employment relationship had continued
under the same terms with an annual compensation of $210,000.

In March 2010 an amendment to its President and CEO‟s employment agreement was signed which called for routine indemnification against
any action or suit brought against him as a result of the performance of his job duties.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Conflicts of Interest

Certain potential conflicts of interest are inherent in the relationships between our officers and directors, and us.

From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and
unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or
manage additional other businesses which may compete with ours with respect to operations, including financing and marketing, management
time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses
with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our
shareholders will have any right to require participation in such other activities.

Further, because we intend to transact business with some of our officers, directors and affiliates, as well as with firms in which some of our
officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related
persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third
parties.

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the
fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the
transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii)
the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

Our sole director and officer has not filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the
subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Involvement in Certain Legal Proceedings

To our knowledge, during the past ten (10) years, none of our directors, executive officers, promoters, control persons, or nominees has been:

        the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
         either at the time of the bankruptcy or within two years prior to that time;

        convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor
         offenses);


                                                                          31
          subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
           permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or
           banking activities; or

          found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to
           have violated a federal or state securities or commodities law.

The Audit Committee

We have not formed a board audit committee as of the filing of this Registration Statement.

Potential Conflicts of Interest

We are not aware of any current or potential conflicts of interest with any of our executives or directors.

Compliance With Section 16(A) Of The Exchange Act.

Section 16(a) of the Exchange Act requires the Company‟s officers and directors, and persons who beneficially own more than 10% of a
registered class of the Company‟s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange
Commission and are required to furnish copies to the Company. To the best of the Company‟s knowledge, any reports required to be filed were
timely as of the date hereof.

                                                       EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during
the years ended December 31, 2010, 2009, and 2008 in all capacities for the accounts of our executive, including the Chief Executive Officer
(CEO); Chief Financial Officer (CFO) and Co-Founder:
                                              SUMMARY COMPENSATION TABLE

                                                                                                     Non-Qualified
                                                                                 Non-Equity            Deferred                (1)
                                                          Stock     Option      Incentive Plan       Compensation          All Other
Name and                     Salary       Bonus           Awards    Awards      Compensation           Earnings          Compensation     Totals
Principal Position   Year      ($)         ($)             ($)       ($)             ($)                 ($)                   ($)         ($)
Clifford Lerner,     2010   $ 210,000    $ 200,000              0          0                     0                   0               0   $ 410,000
President,           2009   $ 200,000    $ 100,000              0          0                     0                   0               0   $ 300,000
CEO, and CFO         2008   $ 160,000    $ 106,154              0          0                     0                   0               0   $ 266,154

Darrell Lerner,      2010   $ 180,000    $   75,000             0          0                     0                   0   $       9,000   $ 264,000
Co-Founder           2009   $ 175,000    $   35,000             0          0                     0                   0   $       8,250   $ 218,250
                     2008   $ 160,000    $   25,000   $    50,000          0                     0                   0               0   $ 235,000

(1) Beginning February 2009 the co-founder receives $750 per month as a transportation allowance.

Outstanding Equity Awards at Fiscal Year-End.

Pursuant to his 2006 employment agreement with us, we granted to Clifford Lerner options to purchase four million five hundred thousand
shares of the Company‟s Common Stock at a price of $0.13, such options to expire in 2012. The options vested immediately and we recorded
compensation expense of $365,250, with an offsetting credit to additional paid in capital. We have valued these options at their fair value using
the Black-Scholes option pricing method. The assumptions used were as follows:


                                                                        32
Expected life                       2 years
Expected volatility                 71.86%
Risk free interest rate             4.86%
Expected dividends                  0%

On December 1, 2007, the Company executed an employment agreement with its co-founder. The term ceases December 1, 2008. There is an
automatic option to extend the agreement for a period of three additional years. In March 2010, such employment agreement was amended
to provide for routine indemnification against any action or suit brought against him as a result of the performance of his job duties.

Long-Term Incentive Plan (“LTIP”) Awards Table . There were 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, directors in such capacity.

                                                                                             Change in
                                                                         Non-Equity        Pension Value
                          Fees Earned                                     Incentive       and Nonqualified
                           or Paid in     Stock       Option Aw             Plan              Deferred            All Other
                             Cash        Awards          ards           Compensation       Compensation         Compensation          Total
Name                           ($)         ($)            ($)                ($)              Earnings                ($)              ($)
Clifford Lerner                 0           -              -                  -                   -                    -                -

We do not currently have an established policy to provide compensation to members of our Board of Directors for services rendered in that
capacity. We plan to develop such a policy in the near future.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common
stock as of February 7, 2011 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned
directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown. As of February 7, 2011, we
have 37,423,000 shares of Common Stock issued and outstanding.

                                                                                              Number of Shares
Name                                                                                        Beneficially Owned (1)      Percent of Shares (2)
Cliff Lerner, Chief Executive Officer and Chief Financial Officer (3)                          21,000,000                   56.12%
Officers and Directors as a Group (1)                                                          21,000,000                   56.12%

(1)        A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared
           voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days
           through such as exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares
           shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the
           owner‟s spouse or children.

(2)        For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock
           that such person has the right to acquire within 60 days of January 31, 2011. For purposes of computing the percentage of
           outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or
           persons has the right to acquire within 60 days of January 31, 2011 is deemed to be outstanding, but is not deemed to be outstanding
           for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially
           owned does not constitute an admission of beneficial ownership.


                                                                        33
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

None.

Disclosure of Commission Position on Indemnification of Securities Act Liabilities.

Our directors and officers are indemnified as provided by the Delaware corporate law and our Bylaws. We have agreed to indemnify each of
our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above,
or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted
by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy
to a court of appropriate jurisdiction. We will then be governed by the court‟s decision.


                                                                           34
                                    INDEX TO FINANCIAL STATEMENTS


PAGE     F-2       CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2010 (UNAUDITED) AND DECEMBER 31,
                   2009

PAGE     F-3       CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30,
                   2010 AND 2009 (UNAUDITED)

PAGE     F-4       CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2010 AND
                   2009 (UNAUDITED)

PAGE   F-5/F-19    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

PAGE     F-20      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE     F-21      CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2008

PAGE     F-22      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND
                   2008

PAGE     F-23      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS‟ DEFICIT FOR THE YEARS ENDED
                   DECEMBER 31, 2009 AND 2008

PAGE     F-24      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND
                   2008

PAGE   F-25/F-44   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                          SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                                            CONSOLIDATED FINANCIAL STATEMENTS

                                                         SEPTEMBER 30, 2010

                                                           (UNAUDITED)



                                                                                                            Page(s)

Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009                         F-2

Consolidated Statements of Operations Three and Nine Months Ended September 30, 2010 and 2009 (unaudited)      F-3

Consolidated Statements of Changes in Stockholders' Equity Nine Months Ended September 30, 2010 and 2009
(unaudited)                                                                                                    F-4

Consolidated Statements of Cash Flows Nine Months Ended September 30, 2010 and 2009 (unaudited)                F-4

Notes to Consolidated Financial Statements (unaudited)                                                      F-5 - F-19



                                                                 F-1
                                               Snap Interactive, Inc. and Subsidiaries
                                               Condensed Consolidated Balance Sheets


                                                               ASSETS


                                                                                                                                   December
                                                                                                        September 30,                 31,
                                                                                                            2010                     2009
                                                                                                         (Unaudited)
Current Assets
 Cash                                                                                                   $       2,120,947      $     1,895,449
 Credit Card Holdback Receivable                                                                                  151,627               14,996
 Accounts receivable, net                                                                                         156,039              322,351
 Prepaid Expense                                                                                                   85,054              223,372
   Total Current Assets                                                                                         2,513,667            2,456,168

Property and Equipment, net                                                                                         87,066              86,633

Other Assets
 Security Deposit                                                                                                   18,185              33,435
 Total Other Assets                                                                                                 18,185              33,435

Total Assets                                                                                            $       2,618,918      $     2,576,236



                                         LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
 Accounts payable and accrued expenses                                                                  $         190,319      $      529,570
 Deferred Revenue                                                                                               1,328,686             281,049
 Settlement Payable                                                                                                 5,941              23,238
 Convertible Notes Payable - Related Party                                                                         45,486              45,486
 Accrued interest                                                                                                  23,442              21,423
Total Current Liabilities                                                                                       1,593,874             900,766

Commitments and Contingencies

Stockholders' Equity
  Preferred stock, $0.001 par value, 10,000,000 shares authorized, none
  issued and outstanding                                                                                                  -                   -
  Common stock, $0.001 par value; 100,000,000 shares authorized,
  33,173,256 and 32,628,969 shares issued and outstanding, respectively                                             33,173              32,629
  Additional paid-in capital                                                                                     2,726,268           2,568,652
  Accumulated deficit                                                                                           (1,709,522 )          (924,500 )
  Less: deferred compensation                                                                                      (24,875 )            (1,311 )
Total Stockholders' Equity                                                                                       1,025,044           1,675,470

Total Liabilities and Stockholders' Equity                                                              $       2,618,918      $     2,576,236


                              See accompanying notes to condensed consolidated unaudited financial statements


                                                                    F-2
                                             Snap Interactive, Inc. and Subsidiaries
                                        Condensed Consolidated Statements of Operations
                                                          (Unaudited)



                                                                  For the Three Months Ended                For the Nine Months Ended
                                                                 September 30,   September 30,             September 30,   September 30,
                                                                     2010             2009                     2010             2009

Revenue                                                          $         1,706,691    $     801,120      $    3,877,209     $    2,354,334

Cost of Revenue                                                             359,501           321,406           1,118,378           928,303

Gross Profit                                                               1,347,190          479,714           2,758,831          1,426,031

Operating Expenses
Compensation expense                                                         159,876          162,603             486,335            480,716
Professional fees                                                             37,009           30,286             114,837            158,794
Advertising and marketing expense                                            759,363                -           2,101,551                  -
General and administrative                                                   303,970          206,542             857,074            418,630
Total Operating Expenses                                                   1,260,218          399,431           3,559,797          1,058,140

Income /(Loss) from Operations                                               86,972            80,283            (800,966 )         367,891

Other Income (Expense)
Interest Expense                                                               (640 )          (1,161 )            (2,721 )           (3,753 )
Other Income/(Loss)                                                            (721 )           7,500              12,890             14,904
Interest Income                                                               1,678             4,614               5,775             11,651
Total Other Income/(Expense), net                                               317            10,953              15,944             22,802

Income/(Loss) Before Provision For Income Taxes                              87,289            91,236            (785,022 )         390,693

Provision for Income Taxes                                                         -           (68,500 )                 -          (255,055 )

Net Income/(Loss)                                                $           87,289     $      22,736      $     (785,022 )   $     135,638


Net Income/(Loss) Per Share - Basic                              $              0.00    $         0.00              (0.02 )             0.00


Net Income/(Loss) Per Share - Diluted                            $              0.00    $         0.00              (0.02 )             0.00


Weighted average number of shares outstanding
 during the period - Basic                                             33,161,718           32,540,958         33,046,772         32,437,974


Weighted average number of shares outstanding
 during the period - Diluted                                           33,161,718           33,066,513         33,046,772         34,815,024


                             See accompanying notes to condensed consolidated unaudited financial statements


                                                                     F-3
                                                 Snap Interactive, Inc. and Subsidiaries
                                   Condensed Consolidated Statement of Changes in Stockholders' Equity
                                             For the nine months ended September 30, 2010
                                                              (Unaudited)


                       Preferred Stock           Common stock
                       $.001 Par Value           $.001 Par Value                  Additional                                                         Total
                                                                                   paid-in         Accumulated              Deferred             Stockholder's
                                Amount          Shares        Amount               capital           Deficit              Compensation              Equity


Balance, December
31, 2009                  -              -      32,628,969         32,629           2,568,652           (924,500 )               (1,311 )              1,675,470

Deferred
compensation
realized                  -              -               -              -                      -                 -                1,311                    1,311

Stock options
granted for services      -              -               -              -              34,999                    -                       -                34,999

Share based
compensation              -              -                                             35,108                    -                       -                35,108

Shares issued for
services                  -              -         300,000           300               74,700                    -              (24,875 )                 50,125

Shares issued for
services                  -              -         244,287           244               12,809                    -                       -                13,053

Net Loss, for the
nine months ended
September 30,
2010                                                                                                    (785,022 )                                     (785,022 )

Balance,
September 30,
2010                      -    $         -      33,173,256   $     33,173     $     2,726,268      $   (1,709,522 )   $         (24,875 )    $         1,025,044


                                See accompanying notes to condensed consolidated unaudited financial statements


                                                                            F-4
                                              Snap Interactive, Inc. and Subsidiaries
                                         Condensed Consolidated Statements of Cash Flows
                                                           (Unaudited)


                                                                                                          For the Nine Months Ended
                                                                                                                September 30,
                                                                                                             2010            2009
Cash Flows From Operating Activities:
Net Income/(Loss)                                                                                        $       (785,022 )   $    135,638
 Adjustments to reconcile net income/(loss)to net cash provided by operations
 Depreciation/Amortization                                                                                        13,748            13,993
 Stock based compensation                                                                                        134,597           192,404
 (Increase) Decrease in:
 Accounts Receivable                                                                                              347,012           (43,415 )
 Allowance for bad debts                                                                                         (180,700 )               -
 Credit Card Holdback Receivable                                                                                 (136,631 )               -
 Prepaid Expense                                                                                                  138,318           (15,068 )
 Security Deposit                                                                                                  15,250           (14,684 )
 Increase (Decrease) in:
    Accounts payable and accrued expenses                                                                        (356,550 )       (185,018 )
    Deferred revenue                                                                                            1,047,637           18,405
    Accrued interest payable                                                                                        2,019            2,019
Net Cash Provided by Operating Activities                                                                         239,678          104,274

Cash Flows From Investing Activities:
Increase in Investments                                                                                                 -         (253,256 )
Purchase of Fixed Assets and Domain Name                                                                          (14,180 )        (55,090 )
Net Cash Used In Investing Activities                                                                             (14,180 )       (308,346 )

Net Cash Provided By Financing Activities                                                                                -                 -

Net Increase (Decrease) in Cash                                                                                  225,498          (204,072 )

Cash at Beginning of Period                                                                                     1,895,449         1,529,354

Cash at End of Period                                                                                    $      2,120,947     $   1,325,282


Supplemental disclosure of cash flow information:

Cash paid for interest                                                                                   $               -    $       1,247

Cash paid for taxes                                                                                      $               -    $    178,575


                              See accompanying notes to condensed consolidated unaudited financial statements


                                                                    F-5
                                           SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                          SEPTEMBER 30, 2010

                                                              (UNAUDITED)



NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

         (A) Basis of Presentation

         The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted
         in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial
         information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position
         and results of operations.

         It is management‟s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made,
         which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of
         the results to be expected for the year.

         (B) Principles of Consolidation

         The accompanying 2010 and 2009 consolidated financial statements include the accounts of Snap Interactive, Inc., its 100% owned
         subsidiaries eTwine, Inc and Snap Mobile Limited. Snap Mobile Limited is a United Kingdom Corporation, and was incorporated
         on September 10, 2009. All intercompany accounts have been eliminated in the consolidation.

         (C) Use of Estimates

         In preparing financial statements in conformity with generally accepted accounting principles, management is required to make
         estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
         liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ
         from those estimates.

         (D) Cash and Cash Equivalents

         For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three
         months or less at the time of purchase to be cash equivalents.

         (E) Income Taxes

         The Company accounts for income taxes under the FASB Accounting Standards Codification No. 740, Income Taxes . Under
         FASB Accounting Standards Codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences
         attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
         bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
         which those temporary differences are expected to be recovered or settled. Under FASB Accounting Standards Codification No.
         740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
         enactment date.


                                                                     F-6
                                SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                SEPTEMBER 30, 2010

                                                    (UNAUDITED)


(F) Property and Equipment

The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected
useful life. The Company uses a three year life for software, website costs and leasehold improvements and five year life for
computer equipment.

In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment , the Company carries
long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash
flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash
flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating
impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.

There were no impairment losses recorded during the three and nine months ended September 30, 2010 and 2009, respectively.

(G) Intangible Assets

In accordance with Statement FASB Accounting Standards Codification No. 350, Intangibles, Goodwill and Other , requires that
intangible assets with a finite life are amortized over its life and requires that goodwill and intangible assets be reviewed for
impairment annually, or more frequently if impairment indicators arise.

(H) Stock-Based Compensation

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation
. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of
share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over
the period during which employees are required to provide services. Share-based compensation arrangements include stock options,
restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such,
compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the
respective vesting periods of the option grant. The Company applies this statement prospectively.

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as
required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based
Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the
measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee
performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a
period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.


                                                          F-7
                                   SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                   SEPTEMBER 30, 2010

                                                       (UNAUDITED)


(I) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(J) Income/(Loss)Per Share

Basic income per common share is computed based upon the weighted average common shares outstanding as defined by FASB
Accounting Standards Codification No. 260, Earnings Per Share .

Diluted income per share includes the dilutive effects of stock options, warrants, and stock equivalents. To the extent stock options,
warrants, stock equivalents and warrants are anti-dilutive, they are excluded from the calculation of diluted income per share. For
the three and nine months ended September 30, 2009 the 10,200,000 shares issuable upon the exercise of stock options and warrants
were not included in the computation of income per share because their inclusion is anti-dilutive. For the three and nine months
ended September 30, 2010, 6,645,000 shares issuable upon the exercise of stock options and 525,555 shares issuable upon the
conversion of convertible debt were not included in the computation of diluted loss per share because their inclusion is anti-dilutive.

The following table sets forth the computation of basic earnings per share:

                                                    For the three       For the three      For the nine        For the nine
                                                   months ended         months ended      months ended        months ended
                                                   September 30,       September 30,      September 30,       September 30,
                                                       2 010                2009               2010                2009
Net income (loss) for the period                   $        87,289     $        22,736    $      (785,022 )   $      135,638


Weighted average number of shares
outstanding                                            33,161,718          32,540,958         32,046,772          32,437,974

Basic earnings per share                           $         (0.00 )   $           0.00   $         (0.03 )   $          0.00


The following table sets forth the computation of diluted earnings per share:



                                                 For the three          For the three       For the nine          For the
                                                 months ended          months ended       months ended          nine months
                                                 September 30,         September 30,      September 30,       September 30,
                                                     2010                   2009               2009                 2009
  Net income (loss) for the year               $          87,289       $        22,736    $      (785,022 )   $       135,638
  Add: Adjustment for interest on 6%
convertible notes                                                 -                682                   -              2,047

  Adjusted net income (loss)                   $           87,289      $         23,418   $      (785,022 )   $       137,685


  Weighted average number of shares                    33,161,718          32,540,958          33,046,772         32,437,974
   Add: Dilutive Weighted Average
   shares assumed to be issued upon
   conversion of 6% convertible notes as
   of the date of issuance                                        -             525,555                  -            525,555
Dilutive Warrants and options as of
beginning of period                                 -                -                -          1,851,495

Weighted average number of common
and common equivalent shares              33,161,718        33,066,513       33,046,772         34,815,024


Diluted earnings(loss) per share      $         0.00    $         0.00   $        (0.02 )   $         0.00



                                              F-8
                                SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                               SEPTEMBER 30, 2010

                                                   (UNAUDITED)


(K) Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for accounts receivable, accounts payable, advances from stockholder and notes
payable approximate fair value based on the short-term maturity of these instruments.

(L) Research and Development

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles – Goodwill & Other
. Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the
development stage are capitalized and amortized over the life of the asset, estimated to be five years. Expenses subsequent to the
launch have been expensed as research and development expenses.

(M) Concentration of Credit Risk

At September 30, 2010, 42.50% of Accounts Receivable is due from Customer A, 15.04% was due from Customer B, and 29.56%
was due from Customer C.

At September 30, 2009, 34.57% of sales earned were due from Customer A, 27.63% was due from Customer B, 11.82% was due
from Customer C.

At September 30, 2009 31.43% of Accounts Receivable was due from Customer A, and 54.84% was due from Customer B.

The Company at times has cash in banks in excess of FDIC insurance limits. The Company had approximately $1,293,000 and
$593,430 in excess of FDIC insurance limits as of September 30, 2010 and December 31, 2009, respectively .

(N) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB Accounting Standards Codification No. 605, Revenue
Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an
arrangement exists, the service is performed and collectability is reasonably assured.

The Company has multiple revenue streams: subscriptions, advertisements, and the sale of points.


                                                         F-9
                                SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                SEPTEMBER 30, 2010

                                                    (UNAUDITED)


The Company recognizes advertising revenue as earned on a click-through, impression, and registration/subscription basis. When a
user clicks an advertisement (“CPC basis”), views an advertisement impression (“CPM basis”), or registers for an external website
via an advertisement clicked on through the Company‟s applications (“CPA basis”), or purchases “points” or completes an offer to
subscribe to premium features on the Company‟s applications, the contract amount is recognized as revenue.

The Company recognizes revenue from monthly premium subscription fees in the month in which the services are used. Revenues
are presented net of refunds, credits and known credit card chargebacks. Subscriptions are currently offered in durations of varying
length from one month to six months.

Revenues from multi month subscriptions are recognized over the length of the subscription term rather than when purchased.
Because a significant amount of our subscription sales occurred from subscriptions with a term of three or six months, we apportion
that revenue over the duration of the subscription term even though it is collected in full at the time of purchase. The difference
between the gross cash receipts collected and the recognized revenue from those sales during that reporting period will appear as
deferred revenue.

The Company recognizes revenue from the direct sale of "points" over two months. Points can be used in exchange for premium
features on products.

Our payment processors have established routine reserve accounts to secure the performance of our obligations under our service
agreements. This is standard practice within the payment processing industry. These reserve accounts withhold a small percentage
of our sales in a segregated account in the form of a six month rolling reserve. Each month‟s withheld funds are returned to us on a
monthly basis after six months of being held in the reserve account and any remaining funds will be returned to us after 90 to 180
days following termination of such agreements.

During the nine months ending September 30, 2010 and 2009 the Company had the following revenues:

                                                                                           As of               As of
                                                                                       September 30,       September 30,
                                                                                           2010                2 009

Advertising Revenue                                                                    $       232,498     $     2,354,334
Subscription/Points Revenue                                                                  3,644,711                   -

Total Revenue                                                                          $     3,877,209     $     2,354,334



                                                          F-10
                                 SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                SEPTEMBER 30, 2010

                                                    (UNAUDITED)


During the nine months ending September 30, 2010 and December 31, 2009 the Company had the following accounts receivable:

                                                                                             As of              As of
                                                                                         September 30,       December 31,
                                                                                             2010                2009

Accounts Receivable                                                                     $        336,739     $       322,351
Less: Allowance for Doubtful Accounts                                                   $       (180,700 )                 -
Accounts Receivable, net                                                                $        156,039     $       322,351


( O) Cost of Revenue

Cost of revenues includes the expenses associated with the operation of data centers, including labor, consulting, hosting, server and
web design and programming expenses.

(P) Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

(Q) Advertising and Marketing

Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $2,101,551 and $0 for the nine
months ended September 30, 2010 and 2009, respectively.

(R) Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No.
2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or
services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across
the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue
arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be
applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the
adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of
adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its
required adoption on January 1, 2011.


                                                          F-11
                                         SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                        SEPTEMBER 30, 2010

                                                            (UNAUDITED)


NOTE 2     PROPERTY AND EQUIPMENT

         At September 30, 2010 and December 31, 2009 property, equipment and intangible assets is as follows:

                                                                                                   As of              As of
                                                                                               September 30,       December 31,
                                                                                                   2010                2009

         Computer/Equipment and Furniture                                                     $         90,762     $        81,187
         Website Domain Name                                                                            24,938              24,938
         Software                                                                                        1,353               1,353
         Website Costs                                                                                  40,500              40,500
         Less Accumulated Depreciation and Amortization                                                (70,487 )           (61,345 )

         Total Property and Equipment                                                         $         87,066     $       86,633

         Depreciation and amortization expense for the nine months ended September 30, 2010 and 2009 was $13,748, and $13,993
         respectively.

NOTE 3     STOCKHOLDERS’ EQUITY

         (A) Common Stock Issued for Services

         During the nine month period ending September 30, 2010, 244,287 shares of previously granted shares were fully vested and
         issued. The Company recognized an expense of $13,053 for the value of these services.

         During the nine month period ending September 30, 2010, an expense of $35,108 was recorded for shares granted under various
         employment agreements for services to be performed through January 1, 2013. The fair values of the granted shares are being
         expensed over the life of the agreements.

         On February 1, 2010, the Company entered into a one year consulting agreement with an unrelated third party to provide legal
         services. In exchange for the services provided the Company was required to issue 300,000 shares of the Company‟s common stock
         with a fair value of $75,000. As of September 30, 2010, $50,125is recorded as legal fees and $24,875 is recorded as deferred
         compensation.

         On March 1, 2010, the Company authorized the issuance of 300,000 shares of the Company's common stock as part of a co-founder
         employment agreement in exchange for 3,000,000 options previously issued (See Note 6(A), and 7).

         During the period ending September 30, 2010, $1,311 of deferred compensation was recognized for shares issued in the prior year.


                                                                  F-12
                                 SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                 SEPTEMBER 30, 2010

                                                     (UNAUDITED)


(B) Stock Options and Warrants Issued for Services

The following tables summarize all stock option and warrant grants to employees and consultants for the nine months ended
September 30, 2010 and 2009, and the related changes during these periods are presented below.

                                                                                                           Weighted
                                                                                             Number of     Average
                                                                                              Options      Exercise Price
Stock Options
Balance at December 31, 2009                                                                    9,600,000
Granted                                                                                            45,000 $            0.29
Exercised                                                                                               -
Forfeited                                                                                      (3,000,000 )
Balance at September 30, 2010                                                                   6,645,000
Options Exercisable at September 30, 2010                                                       6,030,000 $            0.27
Weighted Average Fair Value of Options Granted During 2010                                                  $          0.29

Of the total options granted, 6,030,000 are fully vested, exercisable and non-forfeitable.

                                                                                                           Weighted
                                                                                         Number of         Average Exercise
                                                                                         Warrants          Price
Stock Warrants
Balance at December 31, 2009                                                                     750,000   $           0.40
Granted                                                                                                -
Exercised                                                                                              -
Expired                                                                                        (750,000)
Balance at September 30, 2010                                                                          -
Warrants Exercisable at September 30, 2010                                                             -   $                -
Weighted Average Fair Value of Warrants Granted During 2010                                                $                -


                                                           F-13
                               SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                             SEPTEMBER 30, 2010

                                                 (UNAUDITED)


The following table summarizes information about stock options and warrants for the Company as of September 30, 2010 and 2009:

2010 Options Outstanding                                                          Options Exercisable
                  Number                Weighted                                  Number
                  Outstanding at        Average                Weighted           Exercisable at      Weighted
Range of          September 30,         Remaining              Average            September 30,       Average
Exercise Price    2010                  Contractual Life       Exercise Price     2010                Exercise Price
$     0.00-0.13          4,650,000                   3.24      $          0.13           4,500,000    $          0.13
$    0.17 - 1.00         1,995,000                   1.98      $          0.66           1,530,000    $          0.66

2009 Options Outstanding                                                          Options Exercisable
                  Number                Weighted                                  Number
                  Outstanding at        Average                Weighted           Exercisable at      Weighted
Range of          September 30,         Remaining              Average            September 30,       Average
Exercise Price    2009                  Contractual Life       Exercise Price     2009                Exercise Price
$     0.00-0.13          4,500,000                   3.21      $          0.13           4,500,000    $          0.13
$    0.17 - 1.00         4,950,000                   2.78      $          0.49           4,140,000    $          0.44

2010 Warrants Outstanding                                                        Warrants Exercisable
                 Number                Weighted                                  Number
                 Outstanding at        Average                Weighted           Exercisable at         Weighted
Range of         September 30,         Remaining              Average            September 30,          Average
Exercise Price   2010                  Contractual Life       Exercise Price     2010                   Exercise Price
$              -                -                      -      $              -                  -       $              -

2009 Warrants Outstanding                                                         Warrants Exercisable
                 Number                    Weighted                               Number
                 Outstanding at            Average               Weighted         Exercisable at       Weighted
   Range of      September 30,            Remaining              Average           September 30,       Average
Exercise Price   2009                   Contractual Life       Exercise Price     2009               Exercise Price
$         0.40            750,000                   0.76       $         0.40             750,000   $          0.40



                                                       F-14
                                         SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                         SEPTEMBER 30, 2010

                                                             (UNAUDITED)


         On August 16, 2010, the Company granted 25,000 options having an exercise price of $0.35 per share. The options vest after one
         year of employment. The Company has valued these options at their fair value using the Black-Scholes option pricing method. The
         assumptions used were as follows:

         Expected life                 5 years

         Expected volatility           282.30%

         Risk free interest rate       0.11%

         Expected dividends            0%

         On September 13, 2010, the Company granted 20,000 options having an exercise price of $0.22 per share. 10,000 of the options
         vest after one year of employment and 10,000 of the options vest after two years of employment. The Company has valued these
         options at their fair value using the Black-Scholes option pricing method. The assumptions used were as follows:

         Expected life                 1-2 years

         Expected volatility           284.86%

         Risk free interest rate       0.17%

         Expected dividends            0%

         (C) Stock Split

         On January 12, 2010, the Company‟s Board of Directors declared a three –for-one forward stock split effective to stockholders of
         record on January 14, 2010. Per share and weighted average amounts have been retroactively restated in the accompanying
         financial statements and related notes to reflect this stock split.

NOTE 4      CONVERTIBLE NOTES PAYABLE – RELATED PARTY

         On December 29, 2005, $92,648 of stockholder advances were converted into an unsecured convertible note payable, due December
         31, 2008 (extended to December 31, 2010) and bearing interest at a rate of 6% per annum. All debt can be converted at the rate of
         $0.08 per share for each $1 of debt. The cash offering price at that time was $0.08 and therefore there was no beneficial conversion
         feature on the note as the market price and conversion price were equivalent. During 2006, the stockholder exchanged $7,300 of the
         note payable in full payment of a subscription receivable. On March 27, 2007, a stockholder converted additional debt totaling
         $50,000 in exchange for 600,000 shares of common stock. The fair value of the common stock was $0.08 per share based upon the
         terms of the convertible note entered into on December 29, 2005. Accordingly, no gain or loss is recognized in this transaction. At
         September 30, 2010, the Company had a remaining balance due of $35,348.

         On March 1, 2007, $10,138 of the stockholder advances were converted into an unsecured convertible note payable, due March 1,
         2010 (extended to March 1, 2011) and bearing interest at a rate of 6% per annum. All debt can be converted at the rate of $0.10 per
         share for each $1 of debt. There was no beneficial conversion recognized on the conversion. At September 30, 2010, the Company
         had a remaining balance due of $10,138.


                                                                   F-15
                                          SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                         SEPTEMBER 30, 2010

                                                             (UNAUDITED)


NOTE 5      SETTLEMENT PAYABLE

         On January 5, 2008 the Company entered into an agreement with a service provider requiring a total payment of $97,000. $25,000
         was paid on January 5, 2008 the remaining $72,000 is payable in 36 monthly installments with imputed interest at a rate of 6%
         starting January 5, 2008.

NOTE 6      COMMITMENTS

         (A) Employment Agreements

         In January and February 2009, the Company entered into various agreements with several employees whereby the company is
         required to issue up to 300,000 shares of the Company‟s common stock in various increments over the following two years subject
         to conditions including continued employment with the Company at the time of issuance.

         On October 12, 2009, the Company authorized the issuance of 30,000 shares of common stock to be issued in 2010 and 2011 as
         compensation pursuant to the terms of an agreement, having a fair value of $3,500 subject to certain terms and vesting requirements
         being met during that time period.

         The company has entered into Employment Agreements with employees for various terms through June 30, 2012 requiring a total
         commitment of salaries and bonuses totaling $442,667 subject to various conditions including continued employment with the
         company at the time of scheduled payment of bonuses. The agreements also call for the employees to receive health benefits as
         well as various stock and option awards (See Note 3(A) and (B)).

         On December 1, 2007 the Company entered into a one year employment agreement with its co-founder. As compensation for
         services received, the Company is required to issue 300,000 shares of common stock, an option to purchase 3,000,000 shares and
         annual compensation of $160,000 a year beginning January 2008 with annual bonus and salary increases determined by the
         Company. The agreement also calls for the employee to receive health benefits, monthly membership for a health and fitness
         facility as well as a complete annual physical. In addition, upon a change in control of the Company, the employee will receive
         severance payments equal to the remaining amounts due under the employment agreement plus a minimum of two years base
         compensation, plus any prorated share of incentive compensation and stock options associated with any signing bonus, plus health
         benefits up to two years and up to $50,000 in job search costs. On October 10, 2008, the Company issued 750,000 shares of
         common stock for professional services rendered having a fair value of $50,000 on the date of grant. The Company also issued a
         $25,000 cash bonus for the year ended December 31, 2008. As of January 1, 2010 the employment agreement has not been
         extended, however the employment relationship had continued under the same terms with an annual compensation of $180,000.
         Beginning February 28, 2009 the co-founder receives $750 per month as a transportation allowance. The amendment also provided
         for routine indemnification against any action or suit brought against him as a result of the performance of his job duties. In March
         2010 an amendment to its President and CEO‟s employment agreement was signed which called for routine indemnification against
         any action or suit brought against him as a result of the performance of his job duties (See Note 3(A)).


                                                                   F-16
                                SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                SEPTEMBER 30, 2010

                                                    (UNAUDITED)

On March 1, 2010, the Company and its Co-Founder revised his employment agreement whereas the Company agreed to issue
300,000 shares to its Co-Founder in exchange for 3,000,000 options (1,500,000 @ $.23 and 1,500,000 @ $.50) previously issued
and expensed on December 1, 2007. The shares issued vest upon the earlier of 3 years or in the event that there is a change in
control in the Company due to reorganization, merger, consolidation, or sale of the Company.

In accordance with FASB Accounting Standards Codification No. 718, paragraph 35-3, this transaction should be treated as a
modification of an award. As per ASC 718, incremental compensation cost shall be measured as the excess, if any, of the fair value
of the 300,000 shares issued over the fair value of the exchanged options immediately before its terms are modified, measured based
on the share price and other pertinent factors at that date.

The Company has valued the exchanged options at their fair value on March 1, 2010 using the Black-Scholes option pricing
method. The assumptions used were as follows:

Expected life              1 year
Expected volatility        141.34%
Risk free interest rate    3.31%
Expected dividends         0%

Based on the above calculation, the Company has determined that there is no additional compensation to be realized as result of this
modification.

On December 13, 2006 the Company executed an employment agreement with its President and CEO. The term ceases December
1, 2007 but it was renewed for a period of three additional year through December 1, 2008. As compensation for services, the
President will receive annual compensation of $160,000 a year beginning January 1, 2008. The agreement also calls for the
employee to receive health benefits, monthly membership for a health and fitness facility as well as a complete annual physical. In
addition, upon a change in control of the Company, the employee will receive severance payments equal to the remaining amounts
due under the employment agreement plus a minimum of two years base compensation, plus any prorated share of incentive
compensation and stock options associated with any signing bonus, plus health benefits up to two years and up to $50,000 in job
search costs. For the year ended December 31, 2008 a $100,000 cash year-end bonus has been issued. As of January 1, 2010 the
employment agreement has not been extended, however the employment relationship had continued under the same terms with an
annual compensation of $210,000. In March 2010 an amendment to its President and CEO‟s employment agreement was signed
which called for routine indemnification against any action or suit brought against him as a result of the performance of his job
duties


                                                          F-17
                                SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                               SEPTEMBER 30, 2010

                                                   (UNAUDITED)


(B) Consulting Agreements

On June 30, 2010, the Company entered into a two year (from the start date) agreement with an unrelated third party to provide
certain payment-related services. The start date of the agreement is September 30, 2010. In an event of an early termination by the
Company, the Company will pay a termination fee to the vendor based upon a formula determined by the fees generated during the
term of the agreement based on the six months prior to termination of the agreement.

On June 1, 2010, the Company entered into a two year consulting agreement with an unrelated third party to provide consulting
services. In exchange for the services provided the Company will pay a consulting fee of $8,000 per month and a transportation
allowance of $600 per month.

On March 25, 2010, the Company entered into a fifteen month agreement with an unrelated third party to provide online monitoring
and transaction services. In exchange for the services provided the Company will pay a minimum fee of $2,500 per month and
additional transaction fees based on the level of usage.

On February 1, 2010, the company entered into a one year legal agreement with an unrelated third party to provide legal
services. In exchange for the services provided the Company issued 300,000 shares of common stock for legal services having a
fair value of $75,000 based upon fair value on the date of grant. As of September 30, 2010, $48,904 is recorded as compensation
expense and $26,096 is recorded as deferred compensation (See Note 3(A)).


                                                         F-18
                                          SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                         SEPTEMBER 30, 2010

                                                             (UNAUDITED)


         (C) Operating Lease Agreements

         On February 25, 2009 the Company executed a three-year non-cancelable operating lease for its new corporate office space. The
         lease began on April 1, 2009 and expires on March 31, 2012. Total base rent due during the term of the lease is $313,680.

         (D) Financial Consulting

         On December 28, 2009, the Company entered into a one year agreement with a firm to serve as financial advisor on certain
         transactions. Pursuant to this Agreement, a $50,000 non-refundable cash retainer fee was paid. In addition the firm will also receive
         a standard fee based on a formula that includes cash and warrants in the event of a successful transaction.

NOTE 7     RELATED PARTY TRANSACTIONS

         On December 1, 2007 the Company entered into a one year employment agreement with an executive. As compensation for
         services received the Company is required to issue 300,000 shares of common stock, an option to purchase 3,000,000 shares and an
         annual compensation of $160,000 per year beginning January 2008. As of September 30, 2010 the employment agreement has not
         been extended, however the employment relationship has continued under the same terms with an annual compensation of $180,000
         effective January 1, 2010. In March 2010 an amendment to its President and CEO‟s employment agreement was signed which
         called for routine indemnification against any action or suit brought against him as a result of the performance of his job duties. On
         January 1, 2010, the Company and its Co-Founder revised his employment agreement whereas the Company agreed to issue
         300,000 shares to its Co-Founder in exchange for 3,000,000 options (1,500,000 @ $.23 and 1,500,000 @ $.50) previously issued
         and expensed on December 1, 2007. The shares issued vest upon the earlier of 3 years or in the event that there is a change in
         control in the Company due to reorganization, merger, consolidation, or sale of the Company (See Note 6(A)).

         On December 29, 2005, $92,648 of stockholder advances were converted into an unsecured convertible note payable, due December
         31, 2008 and bearing interest at a rate of 6% per annum. Effective December 15, 2008, the note was extended to December 31,
         2009. All debt can be converted at the rate of $0.08 per share for each $1 of debt. The cash offering price at that time was $0.08
         and therefore there was no beneficial conversion feature on the note as the market price and conversion price were
         equivalent. During 2006, the stockholder exchanged $7,300 of the note payable in full payment of a subscription receivable. On
         March 27, 2007, a stockholder converted additional debt totaling $50,000 in exchange for 600,000 shares of common stock. The
         fair value of the common stock was $0.08 per share based upon the terms of the convertible note entered into on December 29,
         2005. Accordingly, no gain or loss is recognized in this transaction. At September 30, 2010, the Company had a remaining balance
         due of $35,348.

         On March 1, 2007, $10,138 of the stockholder advances were converted into an unsecured convertible note payable, due March 1,
         2010 and bearing interest at a rate of 6% per annum. All debt can be converted at the rate of $0.30 per share for each $1 of
         debt. There was no beneficial conversion recognized on the conversion. At September 30, 2010, the Company had a remaining
         balance due March 1, 2011 of $10,138.


                                                                   F-19
                                SNAP INTERACTIVE, INC AND SUBSIDIARIES


                                              CONTENTS



PAGE F-21     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE F-22     CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2008

PAGE F-23     CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

PAGE F-24     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS‟ EQUITY FOR THE YEARS ENDED
              DECEMBER 31, 2009 AND 2008.

PAGE F-25     CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

PAGE F-26 –   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
S    F-42



                                                 F-20
                               REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors of:
Snap Interactive, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Snap Interactive, Inc. and Subsidiaries as of December 31, 2009 and 2008,
and the related statements of operations, changes in stockholders‟ equity and cash flows for the years ended December 31, 2009 and 2008.
These financial statements are the responsibility of the Company‟s management. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes 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 consolidated financial statements referred to above present fairly in all material respects, the consolidated financial position
of Snap Interactive, Inc. and Subsidiaries as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years
ended December 31, 2009 and 2008 in conformity with accounting principles generally accepted in the United States of America.

WEBB & COMPANY, P.A.
Certified Public Accountants

Boynton Beach, Florida
March 8, 2010


                                                                       F-21
                                                  Snap Interactive, Inc. and Subsidiaries
                                                      Consolidated Balance Sheets


                                                                 ASSETS


                                                                                                                                  December
                                                                                                         December 31,                31,
                                                                                                             2009                   2008
Current Assets
       Cash                                                                                          $          1,895,449     $     1,529,354
       Restricted cash                                                                                             14,996                   -
       Accounts receivable, net                                                                                   322,351             386,507
       Prepaid Expense                                                                                            223,372                 398
         Total Current Assets                                                                                   2,456,168           1,916,259

Property and Equipment, net                                                                                        86,633              31,297

Other Assets
       Security Deposit                                                                                            33,435              18,750
       Total Other Assets                                                                                          33,435              18,750

Total Assets                                                                                         $          2,576,236     $     1,966,306


                                           LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
      Accounts payable and accrued expenses                                                          $            529,569     $      332,731
      Deferred Revenue                                                                                            281,049                  -
      Settlement Payable                                                                                          23,238              21,888
      Convertible Notes Payable - Related Party                                                                    45,486             35,348
      Accrued interest                                                                                             21,423             18,731
Total Current Liabilities                                                                                         900,765            408,698

Long Term Liabilities
       Settlement Payable                                                                                                -             23,238
       Convertible Notes Payable - Related Party                                                                         -             10,138

Total Liabilities                                                                                                 900,765            442,074

Commitments and Contingencies

Stockholders' Equity
   Preferred stock, $0.001 par value, 10,000,000 shares authorized, none
  issued and outstanding                                                                                                 -                   -
 Common stock, $0.001 par value; 100,000,000 shares authorized,
          32,628,969 and 32,101,185 shares issued and outstanding, respectively                                    32,629              32,101
 Additional paid-in capital                                                                                     2,568,652           2,346,995
 Accumulated deficit                                                                                             (924,500 )          (822,581 )
 Less: deferred compensation                                                                                       (1,311 )           (32,284 )
Total Stockholders' Equity                                                                                      1,675,470           1,524,231

Total Liabilities and Stockholders' Equity                                                           $          2,576,235     $     1,966,305

                                           See the accompanying notes to the financial statements.


                                                                    F-22
                                             Snap Interactive, Inc. and Subsidiaries
                                             Consolidated Statements of Operations


                                                                                                       For the Year Ended
                                                                                                  December 31,     December 31,
                                                                                                      2009             2008

Revenue                                                                                           $    3,170,725     $    3,011,627

Cost of Revenue                                                                                        1,423,585           958,364

Gross Profit                                                                                           1,747,140          2,053,263

Operating Expenses
Compensation expense                                                                                     749,637            585,254
Professional Fees                                                                                        121,102             89,559
General and administrative                                                                               961,179            444,571
Total Operating Expenses                                                                               1,831,918          1,119,384

Income /(Loss) from Operations                                                                           (84,778 )         933,879

Other Income (Expense)
Interest Expense                                                                                          (4,831 )           (6,103 )
Other Income                                                                                              22,404                  -
Interest Income                                                                                           16,269              9,284
Total Other Income/(Expense), net                                                                         33,842              3,181

Income/(Loss) Before Provision For Income Taxes                                                          (50,936 )         937,060

Provision for Income Taxes                                                                               (50,983 )         (140,100 )

Net Income/(Loss)                                                                                 $     (101,919 )   $     796,960


Net Income/(Loss) Per Share - Basic                                                               $        (0.00 )   $         0.03


Net Income/(Loss) Per Share - Diluted                                                             $        (0.00 )   $         0.02


Weighted average number of shares outstanding
 during the period - Basic                                                                            32,479,746         31,262,040


Weighted average number of shares outstanding
 during the period - Diluted                                                                          32,479,746         33,887,595


                                        See the accompanying notes to the financial statements.


                                                                 F-23
                                            Consolidated Statement of Changes in Stockholders' Equity
                                                For the Years Ended December 31, 2009 and 2008


                          Preferred Stock            Common stock
                          $.001 Par Value            $.001 Par Value                Additional                                                         Total
                                                                                     paid-in         Accumulated              Deferred             Stockholder's
                                  Amount            Shares        Amount             capital           Deficit              Compensation              Equity

Balance, for the year
ended December 31,
2007                         -              -       31,001,685         31,002         2,027,857          (1,619,541 )              (7,890 )               431,428

Deferred compensation
realized                     -              -                -              -                    -                 -                7,890                    7,890

Stock options granted
for services                 -              -                -              -           106,573                    -                       -              106,573

Share based
compensation                 -              -                -              -            70,634                    -                       -               70,634

Shares issued for
services                     -              -          349,500           350             92,681                    -              (32,284 )                60,747

Shares issued for
compensation to officer      -              -          750,000           750             49,250                    -                       -               50,000

Net Income, December
31, 2008                     -              -                -              -                    -         796,960                         -              796,960

 Balance, for the year
ended December 31,
2008                         -    $         -       32,101,185   $ 32,101       $     2,346,995      $    (822,581 )    $         (32,284 )    $        1,524,231

Deferred compensation
realized                     -              -                -              -                    -                 -               45,330                  45,330

Stock options granted
for services                 -              -                -              -            70,893                    -                       -               70,893

Share based
compensation                 -              -                -              -            67,079                    -                       -               67,079

Shares issued for
services                     -              -          482,784           483             68,880                    -              (14,357 )                55,006

Shares issued for
domain name                  -              -           45,000            45             14,805                    -                       -               14,850

Net Income, for the
year ended December
31, 2009                     -              -                -              -                    -        (101,919 )                       -             (101,919 )

Balance, December
31, 2009                     -    $         -       32,628,969   $ 32,629       $     2,568,652      $    (924,500 )    $          (1,311 )    $        1,675,471


                                                 See the accompanying notes to the financial statements.


                                                                            F-24
                                               Snap Interactive, Inc. and Subsidiaries
                                               Consolidated Statements of Cash Flows


                                                                                                              For the Year Ended
                                                                                                                 December 31,
                                                                                                              2009           2008
Cash Flows From Operating Activities:
Net Income/(Loss)                                                                                         $   (101,919 )    $    796,960
 Adjustments to reconcile net income/(loss)to net cash provided by operations
 Depreciation/Amortization                                                                                      19,649            12,632
 Stock based compensation                                                                                      238,300           295,844
 (Increase) Decrease in:
 Accounts Receivable                                                                                            64,156          (137,605 )
 Prepaid Expense                                                                                              (222,974 )          24,506
 Security Deposit                                                                                              (14,684 )         (17,540 )
 Increase (Decrease) in:
    Accounts payable and accrued expenses                                                                      174,957            261,011
    Deferred revenue                                                                                           281,049                  -
    Accrued interest payable                                                                                     2,692              2,692
Net Cash Provided by Operating Activities                                                                      441,226          1,238,500

Cash Flows From Investing Activities:
Purchase of Fixed Assets and Domain Name                                                                        (60,135 )         (27,289 )
Net Cash Used In Investing Activities                                                                           (60,135 )         (27,289 )

Net Cash Provided By Financing Activities                                                                              -                 -

Net Increase (Decrease) in Cash                                                                                381,091          1,211,211

Cash at Beginning of Period                                                                                   1,529,354          318,143

Cash at End of Period                                                                                     $   1,910,445     $   1,529,354


Supplemental disclosure of cash flow information:

Cash paid for interest                                                                                    $       2,112     $       3,411

Cash paid for taxes                                                                                       $    200,680      $     64,359


Supplemental disclosure of non-cash investing and financing activities:

45,000 shares of common stock were issued during the period for a domain name with a fair value of $14,850.

                                          See the accompanying notes to the financial statements.


                                                                   F-25
                                           SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                     DECEMBER 31, 2009 AND 2008


NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

         (A) Organization

         Snap Interactive, Inc. (“the Company”) was incorporated under the laws of the State of Delaware on July 19, 2005. eTwine, Inc.
         was incorporated under the laws of the State of New York on May 7, 2004.

         The Company was organized to operate an online dating and social community website that is proactive in understanding the singles
         environment.

         (B) Principles of Consolidation

         The accompanying 2009 and 2008 consolidated financial statements include the accounts of Snap Interactive, Inc., its 100% owned
         subsidiaries eTwine, Inc and Snap Mobile Limited. Snap Mobile Limited is a United Kingdom Corporation, and was incorporated
         on June 10, 2009. All intercompany accounts have been eliminated in the consolidation.

         (C) Use of Estimates

         In preparing financial statements in conformity with generally accepted accounting principles, management is required to make
         estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
         liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ
         from those estimates.

         (D) Cash and Cash Equivalents

         For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three
         months or less at the time of purchase to be cash equivalents.

         (E) Income Taxes

         The Company accounts for income taxes under the FASB Accounting Standards Codification No. 740, Income Taxes . Under
         FASB Accounting Standards Codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences
         attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
         bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
         which those temporary differences are expected to be recovered or settled. Under FASB Accounting Standards Codification No.
         740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
         enactment date.


                                                                    F-26
                                 SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                            DECEMBER 31, 2009 AND 2008


                                                                                            Years Ended December 31,
                                                                                              2009            2008

Deferred tax liability:
  Property and Equipment                                                                $          3,225     $         5,500
Deferred tax asset
  Stock Options for Services                                                                    (398,771 )          (337,937 )
  Valuation allowance                                                                            398,771             337,937
  Net deferred tax asset                                                                               -                   -
  Net deferred tax liability                                                            $          3,225     $         5,500

The deferred tax liability results primarily from the use of accelerated methods of depreciation of equipment for tax purposes.

The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be
realized. This reduction is necessary due to the use of the prior year's net operating loss carryovers and the uncertainty of the
exercising of the outstanding stock options. The net change in the valuation allowance for the year ended December 31, 2009 was
an increase of $60,834.

The components of income tax expense related to continuing operations are as follows:


                                                                                               2009                2008
Federal
  Current                                                                               $         30,587     $       102,300
  Deferred                                                                                         2,275               4,200
                                                                                                  32,862             106,500
State and Local
   Current                                                                                        10,691              32,300
   Deferred                                                                                        7,430               1,300
                                                                                                  18,121              33,600
                                                                                        $         50,983     $       140,100

The Company's income tax expense differed from the statutory rates (federal 34% and state 10.9%) as follows:

                                                                                            Years Ended December 31,
                                                                                              2009            2008

Statutory rate applied to earnings (loss) before income taxes:                          $        (22,413 )   $       342,061
Increase (decrease) in income taxes resulting from:
   State income taxes                                                                             (6,652 )            33,600
   Change in deferred tax asset valuation allowance                                                    -              46,991
   Utilization of net operating loss carryforward                                                      -            (257,638 )
   Other Non Deductible Expenses                                                                  80,048             (24,914 )
Income Tax Expense                                                                      $         50,983     $       140,100


                                                           F-27
                                SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                           DECEMBER 31, 2009 AND 2008


(F) Property and Equipment

The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected
useful life. The Company uses a three year life for software, website costs and leasehold improvements and five year life for
computer equipment.

In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment , the Company carries
long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash
flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash
flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating
impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.

There were no impairment losses recorded during the year ended December 31, 2009 and 2008, respectively.

(G) Intangible Assets

In accordance with Statement FASB Accounting Standards Codification No. 350, Intangibles, Goodwill and Other , requires that
intangible assets with a finite life are amortized over its life and requires that goodwill and intangible assets be reviewed for
impairment annually, or more frequently if impairment indicators arise.

(H) Stock-Based Compensation

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation
. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of
share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over
the period during which employees are required to provide services. Share-based compensation arrangements include stock options,
restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such,
compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the
respective vesting periods of the option grant. The Company applies this statement prospectively.

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as
required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based
Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the
measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee
performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a
period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

(I) Business Segments

The Company operates in one segment and therefore segment information is not presented.


                                                          F-28
                                 SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                           DECEMBER 31, 2009 AND 2008


(J) Income/(Loss)Per Share

Basic income per common share is computed based upon the weighted average common shares outstanding as defined by FASB
Accounting Standards Codification No. 260, Earnings Per Share .

Diluted income per share includes the dilutive effects of stock options, warrants, and stock equivalents. To the extent stock options,
warrants, stock equivalents and warrants are anti-dilutive, they are excluded from the calculation of diluted income per share. For
the year ended December 31, 2008 the 8,190,000 shares issuable upon the exercise of stock options and warrants were not included
in the computation of income per share because their inclusion is anti-dilutive.     For year ended December 31, 2009, 10,350,000
shares issuable upon the exercise of stock options and warrants were not included in the computation of diluted loss per share
because their inclusion is anti-dilutive.


                                                          F-29
                                   SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                           DECEMBER 31, 2009 AND 2008


                                                                                  For the            For the
                                                                                year ended         year ended
                                                                              December 31,       December 31,
                                                                                   2009               2008
Net income (loss) for the period                                              $      (101,919)   $        796,960

Weighted average number of shares outstanding                                      32,479,746         31,262,040

Basic earnings per share                                                      $         (0.00)   $          0.03

The following table sets for the computation of diluted earnings per share:

                                                                                  For the            For the
                                                                                year ended         year ended
                                                                               December 31,       December 31,
                                                                                   2009               2008
Net income (loss) for the period                                              $     (101,919)    $       796,960
Add: Adjustment for interest on 6% convertible notes                                        -              2,729

Adjusted net income (loss)                                                    $     (101,919)    $       799,689

Weighted average number of shares outstanding                                      32,479,746         31,262,040
Add: Weighted Average shares assumed to be issued upon conversion of 6%
convertible notes as of the date of issuance                                                -            525,555
Dilutive Warrants and options as of beginning of period                                     -          2,100,000
Weighted average number of common and common equivalent shares                     32,479,746         33,887,595

Diluted earnings(loss) per share                                              $         (0.00)   $          0.02


                                                           F-30
                                SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                          DECEMBER 31, 2009 AND 2008


(K) Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for accounts receivable, accounts payable, advances from stockholder and notes
payable approximate fair value based on the short-term maturity of these instruments.

(L) Research and Development

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles – Goodwill & Other
. Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the
development stage are capitalized and amortized over the life of the asset, estimated to be five years. Expenses subsequent to the
launch have been expensed as research and development expenses.

(M) Concentration of Credit Risk

At December 31, 2009, 31.72% of sales earned were due from Customer A (See Note 8) and 34.16% were due from Customer B.

At December 31, 2009, 44.21% of Accounts Receivable is due from Customer A (See Note 8) and 45.12% are due from Customer
B.

At December 31, 2008, 21.01% of sales earned were due from Customer A, 14.51% were due from Customer B, 11.77% were due
from Customer C, and 10.43% were due from Customer D.

At December 31, 2008 50.31% of Accounts Receivable are due from Customer C, 16.12% are due from Customer A and 23.75%
are due from Customer B.

The Company at times has cash in banks in excess of FDIC insurance limits. The Company had approximately $593,430 in excess
of FDIC insurance limits as of December 31, 2009 .

(N) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB Accounting Standards Codification No. 605, Revenue
Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an
arrangement exists, the service is performed and collectability is reasonably assured.

The Company has multiple revenue streams: advertisements, subscriptions, and the sale of points.


                                                         F-31
                                 SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                           DECEMBER 31, 2009 AND 2008


The Company recognizes advertising revenue as earned on a click-through, impression, and registration/subscription basis. When a
user clicks an advertisement (“CPC basis”), views an advertisement impression (“CPM basis”), or registers for an external website
via an advertisement clicked on through the Company‟s applications (“CPA basis”), or purchases “points” or completes an offer to
subscribe to premium features on the Company‟s applications, the contract amount is recognized as revenue.

The Company recognizes revenue from monthly premium subscription fees in the month in which the services are used. Revenues
are presented net of refunds, credits and known credit card chargebacks. Subscriptions are currently offered in durations of varying
length from one month to six months.

The Company recognizes revenue from the direct sale of "points" over two months. Points can be used in exchange for premium
features on products.

( O) Cost of Revenue

Cost of revenues includes the expenses associated with the operation of data centers, including labor, consulting, hosting, server and
web design and programming expenses.

( Q) Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

(S) Advertising

Advertising and marketing costs are expensed as incurred. Advertising expense was $306,140 and $12,316 for the year ended
December 31, 2009 and 2008, respectively.


                                                          F-32
                                 SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                           DECEMBER 31, 2009 AND 2008


(T) Recent Accounting Pronouncements

In May 2009, the FASB issued FASB Accounting Standards Codification No. 855, Subsequent Events . FASB Accounting
Standards Codification No. 855 establishes general standards of accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued or are available to be issued. FASB Accounting Standards Codification No. 855
sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an
entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The
disclosures that an entity should make about events or transactions that occurred after the balance sheet date. FASB Accounting
Standards Codification No. 855 is effective for interim or annual financial periods ending after September 15, 2009. The adoption of
this FASB Accounting Standards Codification did not have a material effect on the Company‟s financial statements.

In June 2009, the FASB issued FASB Accounting Standards Codification No. 860, Transfers and Servicing . FASB Accounting
Standards Codification No. 860 improves the relevance, representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor‟s continuing involvement, if any, in transferred financial assets.
FASB Accounting Standards Codification No. 860 is effective as of the beginning of each reporting entity‟s first annual reporting
period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual
reporting periods thereafter. The Company is evaluating the impact the adoption that FASB Accounting Standards Codification No.
860 will have on its financial statements.

In June 2009, the FASB issued FASB Accounting Standards Codification No. 810, Consolidation . FASB Accounting Standards
Codification No. 810 improves financial reporting by enterprises involved with variable interest entities. FASB Accounting
Standards Codification No. 810 is effective as of the beginning of each reporting entity‟s first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods
thereafter. The Company is evaluating the impact the adoption of FASB Accounting Standards Codification No. 810 will have on its
financial statements.

In June 2009, the FASB issued FASB Accounting Standards Codification No. 105, GAAP The FASB Accounting Standards
Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting
principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. FASB Accounting Standards Codification No. 105 is effective for interim and annual periods ending
after September 15, 2009. All existing accounting standards are superseded as described in FASB Accounting Standards
Codification No. 105. All other accounting literature not included in the Codification is nonauthoritative. The adoption of the
Codification did not have a significant impact on the Company‟s financial statements.


                                                          F-33
                                          SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                     DECEMBER 31, 2009 AND 2008


NOTE 2      PROPERTY AND EQUIPMENT

         At December 31, 2009 and December 31, 2008 property, equipment and intangible assets is as follows:

                                                                                                      As of               As of
                                                                                                   December 31,        December 31,
                                                                                                       2009                2008

         Computer/Equipment and Furniture                                                         $         81,187     $      31,142
         Website Domain Name                                                                                24,938                 -
         Software                                                                                            1,353             1,353
         Website Costs                                                                                      40,500            40,500
         Less Accumulated Depreciation and Amortization                                                    (61,345 )         (41,698 )

         Total Property and Equipment                                                             $        86,633      $      31,297

         Depreciation and amortization expense for the years ended December 31, 2009 and 2008 was $19,649, and $12,631, respectively.

         Estimated future amortization and depreciation of intangible and tangible assets is as follows:

         Year                                                                       Amount

         2010                                                                          17,081
         2011                                                                          16,265
         2012                                                                          14,520
         2013                                                                          11,391
         2014 and thereafter                                                           27,376
                                                                                $      86,633


NOTE 3     STOCKHOLDERS’ EQUITY

         (A) Common Stock Issued for Services

         During 2009, the Company issued 482,784 shares of common stock as compensation pursuant to agreements with a fair value
         totaling $114,693. To date, $100,336 is recorded as compensation expense and $14,357 is recorded as deferred compensation.

         During 2009, the Company has authorized the issuance of 720,000 shares of common stock as compensation pursuant to agreements
         with a fair value totaling $154,885. To date, $67,079 has been recognized as compensation expense.

          On January 15, 2009, the Company issued 45,000 shares of Company‟s common stock, having a fair value of $14,850 on the grant
         date and $10,000 in exchange for the purchase of a website domain name.


                                                                    F-34
                               SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                         DECEMBER 31, 2009 AND 2008


During 2008, the Company issued 349,500 shares of common stock as compensation pursuant to agreements with a fair value
totaling $93,031. As of December 31, 2008, $60,747 is recorded as compensation expense and $32,284 is recorded as deferred
compensation.

During 2008, the Company has authorized the issuance of 450,000 shares of common stock as compensation pursuant to agreements
with a fair value totaling $122,750. As of December 31, 2008, $70,634 has been recognized as compensation expense.

During 2008, the Company issued 750,000 shares of common stock to an officer for professional services rendered having a fair
value of $50,000 based upon fair value on the date of grant.

(B) Stock Options and Warrants Issued for Services

The following tables summarize all stock option and warrant grants to employees and consultants for the years ended December 31,
2009 and 2008, and the related changes during these periods are presented below.


                                                        F-35
                                 SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                            DECEMBER 31, 2009 AND 2008


                                                                                                            Weighted
                                                                                             Number of      Average
                                                                                              Options       Exercise Price

Stock Options
Balance at December 31, 2007                                                                    8,400,000   $
Granted                                                                                         1,140,000   $
Exercised
Forfeited

Balance at December 31, 2008                                                                    9,540,000
Granted                                                                                           150,000
Exercised                                                                                               -
Forfeited                                                                                         (90,000 )
Balance at December 31, 2009                                                                    9,600,000
Options Exercisable at December 31, 2009                                                        9,015,000 $             0.30
Weighted Average Fair Value of Options Granted During 2009                                                  $           0.08

Of the total options granted, 9,015,000 are fully vested, exercisable and non-forfeitable.

The following table summarizes information about stock options and warrants for the Company as of December 31, 2009 and
December 31, 2008:

2009 Options Outstanding                                                               Options Exercisable
                     Number                   Weighted                                    Number
                  Outstanding at              Average               Weighted            Exercisable at       Weighted
   Range of        December 31,              Remaining              Average             December 31,         Average
Exercise Price         2009                Contractual Life       Exercise Price            2009           Exercise Price
$     0.00-0.13          4,650,000                         4      $         0.13              4,500,000    $         0.13
$    0.17 - 1.00         4,950,000                     2.26       $         0.48              4,515,000    $         0.47

2008 Options Outstanding                                                               Options Exercisable
                     Number                   Weighted                                    Number
                  Outstanding at              Average                Weighted           Exercisable at       Weighted
   Range of        December 31,              Remaining               Average            December 31,         Average
Exercise Price         2008                Contractual Life        Exercise Price           2008           Exercise Price
$     0.00-0.13          4,500,000                     3.95         $        0.13             4,500,000     $        0.13
$    0.17 - 1.00         5,040,000                     3.68         $        0.49             4,080,000     $        0.44


                                                           F-36
                                         SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                    DECEMBER 31, 2009 AND 2008


         2009 Warrants Outstanding                                                            Warrants Exercisable
                             Number                                                              Number
                          Outstanding at          Weighted Average           Weighted         Exercisable at       Weighted
            Range of       December 31,              Remaining                Average          December 31,         Average
         Exercise Price        2009               Contractual Life         Exercise Price          2009          Exercise Price
           $       0.40           750,000                     0. 53          $       0.40             750,000      $       0.40

         2008 Warrants Outstanding                                                            Warrants Exercisable
                              Number                  Weighted                                   Number
                           Outstanding at             Average               Weighted           Exercisable at      Weighted
            Range of       December 31,              Remaining              Average            December 31,         Average
         Exercise Price        2008                Contractual Life       Exercise Price           2008          Exercise Price
           $       0.40            750,000                     1.53        $        0.40              750,000      $       0.40

         (C) Stock Split

         On January 12, 2010, the Company‟s Board of Directors declared a three –for-one forward stock split effective to stockholders of
         record on January 14, 2010. Per share and weighted average amounts have been retroactively restated in the accompanying
         financial statements and related notes to reflect this stock split (See Note 8).

NOTE 4      CONVERTIBLE NOTES PAYABLE – RELATED PARTY

         On December 29, 2005, $92,648 of stockholder advances were converted into an unsecured convertible note payable, due December
         31, 2008 (extended to December 31, 2010) and bearing interest at a rate of 6% per annum. All debt can be converted at the rate of
         $0.25 per share for each $1 of debt. The cash offering price at that time was $0.25 and therefore there was no beneficial conversion
         feature on the note as the market price and conversion price were equivalent. During 2006, the stockholder exchanged $7,300 of the
         note payable in full payment of a subscription receivable. On March 27, 2007, a stockholder converted additional debt totaling
         $50,000 in exchange for 600,000 shares of common stock. The fair value of the common stock was $0.25 per share based upon the
         terms of the convertible note entered into on December 29, 2005. Accordingly, no gain or loss is recognized in this transaction. At
         December 31, 2009, the Company had a remaining balance due of $35,348.

         On March 1, 2007, $10,138 of the stockholder advances were converted into an unsecured convertible note payable, due March 1,
         2010 and bearing interest at a rate of 6% per annum. All debt can be converted at the rate of $0.30 per share for each $1 of
         debt. There was no beneficial conversion recognized on the conversion. At December 31, 2009 the Company had a remaining
         balance due March 1, 2010 of $10,138.


                                                                   F-37
                                         SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                   DECEMBER 31, 2009 AND 2008


NOTE 5     SETTLEMENT PAYABLE

         On January 5, 2008 the Company entered into an agreement with a service provider requiring a total payment of $97,000. $25,000
         was paid on January 5, 2008 the remaining $72,000 is payable in 36 monthly installments with imputed interest at a rate of 6%
         starting January 5, 2008.

NOTE 6     COMMITMENTS

         (A) Employment Agreements

         In January and February 2009, the Company entered into various agreements with several employees whereby the company is
         required to issue up to 300,000 shares of the Company‟s common stock in various increments over the following two years subject
         to conditions including continued employment with the Company at the time of issuance.

         On October 12, 2009, the Company authorized the issuance of 30,000 shares of common stock to be issued in 2010 and 2011 as
         compensation pursuant to the terms of an agreement, having a fair value of $3,500 subject to certain terms and vesting requirements
         being met during that time period.

         The company has entered into Employment Agreements with employees for various terms through June 30, 2011 requiring a total
         commitment of salaries and bonuses totaling $300,875. The agreements also call for the employees to receive health benefits as
         well as various stock and option awards (See Note 3(A) and (B)).

         On December 1, 2007 the Company entered into a one year employment agreement with its co-founder. As compensation for
         services received, the Company is required to issue 300,000 shares of common stock, an option to purchase 3,000,000 shares and
         annual compensation of $160,000 a year beginning January 2008 with annual bonus and salary increases determined by the
         Company. The agreement also calls for the employee to receive health benefits, monthly membership for a health and fitness
         facility as well as a complete annual physical. In addition, upon a change in control of the Company, the employee will receive
         severance payments equal to the remaining amounts due under the employment agreement plus a minimum of two years base
         compensation, plus any prorated share of incentive compensation and stock options associated with any signing bonus, plus health
         benefits up to two years and up to $50,000 in job search costs. On October 10, 2008, the Company issued 750,000 shares of
         common stock for professional services rendered having a fair value of $50,000 on the date of grant. The Company also issued a
         $35,000 cash bonus for the year ended December 31, 2009 and a $25,000 bonus for the year ending December 31, 2008. As of
         January 1, 2010 the employment agreement has not been extended, however the employment relationship had continued under the
         same terms with an annual compensation of $180,000. Beginning February 28, 2009 the co-founder receives $750 per month as a
         transportation allowance. (See Note 3(A)).

         On December 13, 2006 the Company executed an employment agreement with its President and CEO. The term ceases December
         1, 2007 but it was renewed for a period of one additional year through December 1, 2008. As compensation for services, the
         President will receive annual compensation of $160,000 a year beginning January 1, 2008. The agreement also calls for the
         employee to receive health benefits, monthly membership for a health and fitness facility as well as a complete annual physical. In
         addition, upon a change in control of the Company, the employee will receive severance payments equal to the remaining amounts
         due under the employment agreement plus a minimum of two years base compensation, plus any prorated share of incentive
         compensation and stock options associated with any signing bonus, plus health benefits up to two years and up to $50,000 in job
         search costs. For the years ended December 31, 2009 and December 31, 2008 a $100,000 cash year-end bonus has been issued for
         each year. As of January 1, 2010 the employment agreement has not been extended, however the employment relationship had
         continued under the same terms with an annual compensation of $210,000.


                                                                  F-38
                               SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                         DECEMBER 31, 2009 AND 2008


(B) Consulting Agreements

On March 19, 2009, the Company entered into a one year agreement with an unrelated third party to provide advertising
management services. In exchange for the services provided the Company will pay a fee on a CPM (Cost Per Thousand
Impressions) basis for each advertisement passing through the third party‟s computer server

On January 21, 2009, the Company entered into a one year consulting agreement with an unrelated third party to provide computer
consulting services. In exchange for the services provided the Company issued 15,000 shares of common stock for consulting
services having a fair value of $4,950 based upon fair value on the date of grant. As of December 31, 2009 $3,712 is recorded as
consulting expense and $478 is recorded as deferred compensation (See Note (3(B)).

On September 11, 2008, the Company entered into a one year consulting agreement with an unrelated third party to provide legal
services. In exchange for the services provided the Company was required to issue 150,000 shares of the Company‟s common
stock.


                                                        F-39
                                SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                          DECEMBER 31, 2009 AND 2008


On September 4, 2008, the Company entered into a one year consulting agreement with an unrelated third party to provide
professional services. In exchange for the services provided the Company was required to issue 126,000 shares of the Company‟s
common stock on a monthly basis of 10,500 shares per month and a monthly payment of $3,000 for September through November
increasing to $7,500 per month for December 2008 through August 2009. In addition, upon satisfactory performance of services for
the initial three month period the Company was to issue 54,000 shares of stock or a cash payment of $13,500. The additional
payment was to be issued no later than December 31, 2008. Effective, December 3, 2008 the terms of the original agreement
were modified. The Company made a one-time payment of $5,000 and issued 45,000 shares of the Company‟s common stock
representing full satisfaction of the additional payment required. The term of the agreement was then amended from December 4,
2008 through March 3, 2009 to reflect a revised monthly fee of $5,000 and 31,500 shares issued in equal monthly installments of
10,500 shares. The agreement subsequently continued on a month to month basis and was terminated effective on August 3, 2009
with no further payment due.

Effective January 9, 2008, the Company entered into a consulting agreement with an unrelated third party to provide marketing and
advertising services. In exchange for consulting services the Company granted an option to purchase 30,000 shares of the
Company‟s common stock at an exercise price of $0.33. These options vest immediately and have an expiration date of 3 years
(See Note 3(B)).

(C) Operating Lease Agreements

On February 25, 2009 the Company executed a three-year non-cancelable operating lease for its new corporate office space. The
lease began on April 1, 2009 and expires on March 31, 2012. Total base rent due during the term of the lease is $313,680.

Future minimum annual rental payments are as follows:

Year 1                                      $    103,890
Year 2                                           106,500
Year 3                                            26,970
Total future minimum lease payments         $    237,360


On April 4, 2008, the Company executed a two-year non-cancelable operating lease for its office space. The lease began on May 1,
2008 and expires on April 30, 2010 at a monthly rent of $5,083. Subsequent to the Company‟s move to the new corporate location,
this space was subleased for a lease term beginning May 1, 2009 and expiring April 30, 2010 for a total base rent of $29,000 during
the term of the sublease. Following expiration on April 30, 2010 the Company does not anticipate renewing or extending its lease at
this location.

Rent expense for the years ending December 31, 2009 and 2008 were $138,762 and $73,332, resepectively.


                                                           F-40
                                         SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                    DECEMBER 31, 2009 AND 2008


         (D) Financial Consulting

         On December 28, 2009, we entered into a one year agreement with a firm to serve as our financial advisor on certain transactions.
         Pursuant to this Agreement, a $50,000 non-refundable cash retainer fee was paid. In addition the firm will also receive a standard
         fee based on a formula that includes cash and warrants in the event of a successful transaction.

NOTE 7     RELATED PARTY TRANSACTIONS

         On December 1, 2007 the Company entered into a one year employment agreement with an executive. As compensation for
         services received the Company is required to issue 300,000 shares of common stock, an option to purchase 3,000,000 shares and an
         annual compensation of $160,000 per year beginning January 2008. As of December 31, 2009 the employment agreement has not
         been extended, however the employment relationship has continued under the same terms with an annual compensation of $175,000
         for the year 2009. Effective January 1, 2010 annual compensation increased to $180,000.

         On December 29, 2005, $92,648 of stockholder advances were converted into an unsecured convertible note payable, due December
         31, 2008 and bearing interest at a rate of 6% per annum. Effective December 15, 2008, the note was extended to December 31,
         2009. All debt can be converted at the rate of $0.08 per share for each $1 of debt. The cash offering price at that time was $0.08
         and therefore there was no beneficial conversion feature on the note as the market price and conversion price were
         equivalent. During 2006, the stockholder exchanged $7,300 of the note payable in full payment of a subscription receivable. On
         March 27, 2007, a stockholder converted additional debt totaling $50,000 in exchange for 600,000 shares of common stock. The
         fair value of the common stock was $0.08 per share based upon the terms of the convertible note entered into on December 29,
         2005. Accordingly, no gain or loss is recognized in this transaction. At December 31, 2009, the Company had a remaining balance
         due of $35,348.

         On March 1, 2007, $10,138 of the stockholder advances were converted into an unsecured convertible note payable, due March 1,
         2010 and bearing interest at a rate of 6% per annum. All debt can be converted at the rate of $0.30 per share for each $1 of
         debt. There was no beneficial conversion recognized on the conversion. At December 31, 2009, the Company had a remaining
         balance due March 1, 2010 of $10,138.

NOTE 8     SUBSEQUENT EVENTS

         On January 1, 2010 as part of an amendment to the employment agreement with its co-founder the Company issued 300,000 of
         common stock and the co-founder forfeited the rights to the stock options previously granted in exchange for the services to be
         provided. The restricted common stock will vest upon the earlier of 3 years or in the event that there is a change in control of the
         Company due to reorganization, merger, consolidation, or sale of the Company. The amendment also provided for routine
         indemnification against any action or suit brought against him as a result of the performance of his job duties.


                                                                   F-41
                               SNAP INTERACTIVE, INC. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                         DECEMBER 31, 2009 AND 2008


On January 12, 2010, the Company‟s Board of Directors declared a three –for-one forward stock split effective to stockholders of
record on January 14, 2010. Per share and weighted average amounts have been retroactively restated in the accompanying
financial statements and related notes to reflect this stock split (See Note 3(C)).

On February 1, 2010, the Company entered into a one year consulting agreement with an unrelated third party to provide legal
services. In exchange for the services provided the Company was required to issue 300,000 shares of the Company‟s common
stock.

Effective February 16, 2010, the Company does not anticipate receiving advertising revenue from one of its customers which
represented 31.72% of sales and 44.21% of accounts receivable for the year ended December 31, 2009 (See Note 1(M)).

In March 2010 an amendment to its President and CEO‟s employment agreement was signed which called for routine
indemnification against any action or suit brought against him as a result of the performance of his job duties.



                                                        F-42
                                                        SNAP INTERACTIVE, INC.
                                                 6,630,000 SHARES OF COMMON STOCK

                                                                PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU
TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS
IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to
deliver a prospectus. This is in addition to the dealer‟s obligation to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

                                                  The Date of This Prospectus is         , 2011



                                                                       II-1
                                 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission Registration Fee                                                                         $     1677.65
Transfer Agent Fees                                                                                                         $            0
Accounting fees and expenses                                                                                                $       10,000 *
Legal fees and expense                                                                                                      $       25,000 *
Blue Sky fees and expenses                                                                                                  $            0
Total                                                                                                                       $    36,677.64 *


* Estimated. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders.
The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions
or costs of sale.

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation‟s board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

The Certificate of Incorporation and By-Laws of the Registrant provide that the registrant shall indemnify any person to the full extent
permitted by the Delaware General Corporation Law (the “DGCL”). Section 145 of the DGCL, relating to indemnification, is hereby
incorporated herein by reference.


                                                                    II-2
In accordance with Section 102(a)(7) of the DGCL, the Certificate of Incorporation of the registrant eliminates the personal liability of
directors to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director with certain limited exceptions set
forth in Section 102(a)(7).

In addition, the registrant currently maintains an officers‟ and directors‟ liability insurance policy which insures, Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant, pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 15. Recent Sales of Unregistered Securities.

Private Placement Offering

On January 19, 2011, pursuant to the Securities Purchase Agreements, we issued to the Investors Purchased Shares of 4,250,000 shares of our
common stock and Warrants Shares underlying the Warrants exercisable into 2,125,000 shares of our common stock for total subscription
proceeds of $8,500,000.

Pursuant to the terms of the Engagement Agreement, the Company also issued to the Placement Agent at the Closing Date warrants to purchase
the number of shares of common stock of the Company equal to 6% of the aggregate number of Purchased Shares, which shall have the same
terms, including exercise price and registration rights, as the Warrants issued to Investors in the Offering, and we also paid a cash placement
fee equal to 6% of the aggregate purchase price paid by Investors that were placed in the Offering, and we agreed to pay a cash fee equal to 6%
of the aggregate cash exercise price to be received by the Company upon the exercise of the Warrants, payable only in the event of the receipt
by the Company of any proceeds of such cash exercise.

Issuance of securities to the Investors and the Placement Agent were not registered under the Securities Act of 1933 (the “Securities Act”).
Such issuance of securities was exempt from registration under the safe harbor provided by Regulation D Rule 506 and Section 4(2) of the
Securities Act. We made this determination in part based on the representations of Investors, which included, in pertinent part, that such
Investors were an “accredited investor” as defined in Rule 501(a) under the Securities Act, and upon such further representations from the
Investors that (a) the Investor is acquiring the securities for his, her or its own account for investment and not for the account of any other
person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities
Act, (b) the Investor agrees not to sell or otherwise transfer the purchased securities unless they are registered under the Securities Act and any
applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the Investor either alone or together
with its representatives has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the
merits and risks of an investment in us, and (d) the Investor has no need for the liquidity in its investment in us and could afford the complete
loss of such investment. Our determination is made based further upon our action of (a) making written disclosure to each Investor in the
Securities Purchase Agreement prior to the closing of sale that the securities have not been registered under the Securities Act and therefore
cannot be resold unless they are registered or unless an exemption from registration is available, (b) making written descriptions of the
securities being offered, the use of the proceeds from the offering and any material changes in the Company‟s affairs that are not disclosed in
the documents furnished, and (c) placement of a legend on the certificate that evidences the securities stating that the securities have not been
registered under the Securities Act and setting forth the restrictions on transferability and sale of the securities, and upon such inaction of the
Company of any general solicitation or advertising for securities herein issued in reliance upon Regulation D Rule 506 and Section 4(2) of the
Securities Act.

Issuance for Services

Legal Services

On February 1, 2010, we issued 300,000 shares of common stock to an unrelated third party for legal services having a fair value of $75,000
based upon fair value on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities
Act of 1933.


                                                                        II-3
Consulting Services

On July 9, 2009, the Company issued 3,500 shares of common stock for consulting services having a fair value of $1,575 based upon fair value
on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On June 1, 2009, the Company issued 3,500 shares of common stock for consulting services having a fair value of $2,765 based upon fair value
on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On May 1, 2009, the Company issued 7,000 shares of common stock for consulting services having a fair value of $4,690 based upon fair value
on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On March 2, 2009, the Company issued 3,500 shares of common stock for consulting services having a fair value of $3,325 based upon fair
value on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On February 3, 2009, the Company issued 3,500 shares of common stock for consulting services having a fair value of $3,465 based upon fair
value on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On January 2, 2009, the Company issued 3,500 shares of common stock for consulting services having a fair value of $2,275 based upon fair
value on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

Employee’s Service

On September 1, 2009, the Company issued 12,500 shares of common stock as compensation having a fair value of $6,250 based upon fair
value on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On August 17, 2009, the Company issued 10,000 shares of common stock as compensation having a fair value of $9,500 based upon fair value
on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On May 13, 2009, the Company issued 21,248 shares of common stock as compensation having a fair value of $17142.4 based upon fair value
on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On March 1, 2009, the Company issued 12,500 shares of common stock as compensation having a fair value of $11,875 based upon fair value
on the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On February 5, 2009, the Company authorized the issuance of 50,000 shares of common stock as compensation having a fair value of
$49,000. The shares vest equally on February 5, 2010 and February 5, 2011 and require a one year holding period. Such shares were issued
pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On February 3, 2009, the Company issued 5,000 shares of common stock for services having a fair value of $4,950 based upon fair value on
the date of grant. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On January 15, 2009, the Company issued 15,000 shares of Company‟s common stock having a fair value of $14,850 on the grant date and
$10,000 in exchange for the purchase of a website domain name. Such shares were issued pursuant to an exemption from registration at Section
4(2) of the Securities Act of 1933.


                                                                    II-4
Item 16. Exhibits and Financial Statement Schedules.

EXHIBIT
NUMBER DESCRIPTION
3.1     Certificate of Incorporation dated July 19, 2005
3.2     Amendment to Certificate of Incorporation dated November 20,2007
3.3     By-Laws
5.1     Opinion of Anslow & Jaclin, LLP
10.1    Employment Agreement by and between Snap Interactive Inc. and Clifford Lerner dated December 13, 2006
10.2    Amendment 1 to Employment Agreement by and between Snap Interactive Inc. and Clifford Lerner
10.3    Amendment 2 to Employment Agreement by and between Snap Interactive Inc. and Clifford Lerner
10.4    Securities Purchase Agreement dated January 12, 2011 (1)
10.5    Security Agreement dated January 12, 2011 (1)
10.6    Registration Rights Agreement dated January 12, 2011 (1)
10.7    Form of Warrant (1)
21.1    List of Subsidiaries
23.1    Consent of Auditor
23.2    Legal Opinion (filed as Exhibit 5.1)
24.1    Power of Attorney (Included in the signature page of this Registration Statement)

(1) Included as exhibits to the current report on Form 8-K filed on January 21, 2011 and incorporated herein by reference.

Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:

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

      (i)      To include any prospectus required by Section 10(a)(3) of the Securities Act;

      (ii)     Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information
               set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
               the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of
               the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
               424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
               offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

      (iii)    Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
               any material change to such information in the registration statement.

(2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that
      time shall be deemed to be the initial bona fide offering thereof.

(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
      termination of the offering.


                                                                       II-5
(B) The issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus filed pursuant to Rule 424(b)(ss. 230. 424(b) of this
chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.


                                                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Snap Interactive, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized on this 7th day of February 11, 2011.

                                                                                SNAP INTERACTIVE, INC.
                                                                                By: /s/ Clifford Lerner
                                                                                    Clifford Lerner
                                                                                    Director, Chief Executive Officer and Chief Financial and
                                                                                    Accounting Officer




                                                                         II-6
Exhibit 3.1

                                                     CERTIFICATE OF INCORPORATION


FIRST:               The name of the corporation shall be:
                     ETWINE HOLDINGS, INC.

SECOND:            Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD:               The purpose or purposes of the corporation shall be:

                     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of
Delaware.


FOURTH:            The total number of shares of stock, which this corporation is authorized to issue, is One hundred million (100,000,000)
shares of common stock and Ten million (10,000,000) shares of preferred stock, each with a par value of .001.

The powers, preferences and rights and the qualifications, limitations or restrictions thereof shall be determined by the Board of Directors.

FIFTH:               The name and address of the incorporator is as follows:

                                  2711 Centerville Road
                                  Suite 400
                                  Wilmington, Delaware 19808

SIXTH:               The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH:              No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by
applicable law, (i) for breach of the director‟s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall
apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omission of
such director occurring prior to such amendment.

             IN WITNESS OF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this
certificate of Incorporation this 19 th day of July, A.D. 2005.



                                                                               /s/ Angela Creppon
                                                                               Name: Angela Creppon
                                                                               Incorporator
Exhibit 3.2

                                                    CERTIFICATE OF AMENDMENT
                                                                OF
                                                   CERTIFICATE OF INCORPORATION
                                                                OF
                                                       eTWINE HOLDINGS, INC.

                                            Under Section 242 of the Delaware General Business Law

        eTwine Holdings, Inc. a corporation organized and existing under and by virtue of the General Corporation Law of the State of
Delaware (hereinafter called the “Corporation”), does hereby certify that:

         1.       The name of the Corporation prior to the filing of this Certificate of Amendment is eTwine Holdings, Inc.

          2.       The Certificate of Incorporation of the Corporation is hereby amended to change the name of the Corporation to Snap
Interactive, Inc. by amending Article FIRST thereof to read as follows:

 FIRST: The name of this Delaware corporation is: Snap Interactive, Inc.

          3.       The Certificate of Incorporation of the Corporation is further amended to add certain provisions governing the operations and
affairs of the Corporation by adding new Articles EIGHTH through TWELFTH to read as follows:

         EIGHTH :                The business and affairs of the Corporation shall be under the direction of a board of directors (the
         “Board of Directors”), and election of directors need not be by written ballot unless and to the extent the By-laws of the
         Corporation so provide.

         NINTH :                 In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is
         expressly authorized to make, alter or repeal from time to time the By-Laws of the Corporation in any manner not
         inconsistent with the laws of the State of Delaware or the Certificate of Incorporation of the Corporation.

         TENTH:                  No director of the Corporation shall be liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director‟s duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a
         knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from
         which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize
         corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the
         Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so
         amended. Any repeal or modification of this paragraph by the stockholders of the Corporation shall not adversely affect any
         right or protection of a director of the Corporation existing at the time of such repeal or modification.
        ELEVENTH :               The Corporation reserves the right at any time and from time to time to amend, alter or repeal any
        provision contained in this Certificate of Incorporation in the manner now or as hereafter prescribed by law, and all rights,
        preferences, and privileges conferred upon stockholders, directors, and officers by or pursuant to this Certificate of
        Incorporation in its present form or as hereafter amended are subject to the rights reserved in this Article.

        TWELFTH :              In the event that any provision (or portion thereof) of this Certificate of Incorporation shall be found to
        be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Certificate of
        Incorporation shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable
        provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its
        stockholders that each such remaining provision (or portion thereof) of this Certificate of Incorporation remain, to the fullest
        extent permitted by law, applicable and enforceable as to all stockholders notwithstanding any such finding.

        4.       This Certificate of Amendment and the amendments of the Certificate of Incorporation contained herein were duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its Chairman and President this 20             th   day of
November 2007.

                                                                        eTwine Holdings, Inc.

                                                                        By: /s/ Clifford Lerner
                                                                          Clifford Lerner, Chairman and President
Exhibit 3.3




                                                                   BY-LAWS




                                                                   ARTICLE I

                                                                 The Corporation

         Section 1 . Name . The legal name of this corporation (hereinafter called the “Corporation”) is Etwine Holdings, Inc.

        Section 2 . Offices . The Corporation shall have its principal office in the State of Delaware. The Corporation may also have offices at
such other places within and without the United States as the Board of Directors may from time to time appoint or the business of the
Corporation may require.

        Section 3 . Seal . The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the
words “Corporate Seal, Delaware”. One or more duplicate dies for impressing such seal may be kept and used.


                                                                  ARTICLE II

                                                            Meetings of Shareholders

       Section 1 . Place of Meetings . All meetings of the shareholders shall be held at the principal office of the Corporation in the State of
New Delaware or at such other place, within or without the State of Delaware, as is fixed in the notice of the meeting.

          Section 2 . Annual Meeting . An annual meeting of the shareholders of the Corporation for the election of directors and the transaction
of such other business as may properly come before the meeting shall be held on the 1st day of February in each year if not a legal holiday, and
if a legal holiday, then on the next secular day. If for any reason any annual meeting shall not be held at the time herein specified, the same may
be held at any time thereafter upon notice, as herein provided, or the business thereof may be transacted at any special meeting called for the
purpose.


                                                                        1
         Section 3 . Special Meetings . Special meetings of shareholders may be called by the President whenever he deems it necessary or
advisable. A special meeting of the shareholders shall be called by the President whenever so directed in writing by a majority of the entire
Board of Directors or whenever the holders of one-third (1/3) of the number of shares of the capital stock of the Corporation entitled to vote at
such meeting shall, in writing, request the same.

         Section 4 . Notice of Meetings . Notice of the time and place of the annual and of each special meeting of the shareholders shall be
given to each of the shareholders entitled to vote at such meeting by mailing the same in a postage prepaid wrapper addressed to each such
shareholders at his address as it appears on the books of the Corporation, or by delivering the same personally to any such shareholder in lieu of
such mailing, at least ten (10) and not more than fifty (50) days prior to each meeting. Meetings may be held without notice if all of the
shareholders entitled to vote thereat are present in person or by proxy, or if notice thereof is waived by all such shareholders not present in
person or by proxy, before or after the meeting. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in
the United States mail. If a meeting is adjourned to another time, not more than thirty (30) days hence, or to another place, and if an
announcement of the adjourned time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the
Board of Directors, after adjournment fix a new record date for the adjourned meeting. Notice of the annual and each special meeting of the
shareholders shall indicate that it is being issued by or at the direction of the person or persons calling the meeting, and shall state the name and
capacity of each such person. Notice of each special meeting shall also state the purpose or purposes for which it has been called. Neither the
business to be transacted at nor the purpose of the annual or any special meeting of the shareholders need be specified in any written waiver of
notice.


                                                                         2
         Section 5 . Record Date for Shareholders . For the purpose of determining the shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose
of determining shareholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record date is fixed, the record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given,
or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed; and the record date for determining shareholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote
at any meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

         Section 6 . Proxy Representation . Every shareholder may authorize another person or persons to act for him by proxy in all matters in
which a shareholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the shareholder or by his attorney-in-fact. No proxy shall be voted or
acted upon after eleven (11) months from its date unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure
of the shareholder executing it, except as otherwise provided in Section 608 of the Delaware Business Corporation Law.

         Section 7 . Voting at Shareholders‟ Meetings . Each share of stock shall entitle the holder thereof to one vote. In the election of
directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majori ty of the votes cast except where the
Delaware Business Corporation Law prescribes a different percentage of votes or a different exercise of voting power. In the election of
directors, and for any other action, voting need not be by ballot.


                                                                        3
         Section 8 . Quorum and Adjournment . Except for a special election of directors pursuant to the Delaware Business Corporation Law,
the presence, in person or by proxy, of the holders of a majority of the shares of the stock of the Corporation outstanding and entitled to vote
thereat shall be requisite and shall constitute a quorum at any meeting of the shareholders. When a quorum is once present to organize a
meeting, it shall not be broken by the subsequent withdrawal of any shareholders. If at any meeting of the shareholders there shall be less than a
quorum so present, the shareholders present in person or by proxy and entitled to vote thereat, may adjourn the meeting from time to time until
a quorum shall be present, but no business shall be transacted at any such adjourned meeting except such as might have been lawfully
transacted had the meeting not adjourned.

         Section 9 . List of Shareholders . The officer who has charge of the stock ledger of the Corporation shall prepare, make and certify, at
least ten (10) days before every meeting of shareholders, a complete list of the shareholders, as of the record date fixed for such meeting,
arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each
shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city or other municipality or community where the
meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder who is present. If the right to vote at any meeting is challenged, the inspectors of election, if any, or the person
presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.


                                                                        4
         Section 10 . Inspectors of Election . The Board of Directors, in advance of any meeting, may, but need not, appoint one or more
inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at
the meeting may, and at the request of any shareholder entitled to vote thereat shall, appoint one or more inspectors. In case any person who
may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of
the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of the inspector at such meeting with strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented
at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or
any shareholder entitled to vote thereat, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact found by him or them. Any report or certificate made by the inspector or
inspectors shall be prima facie evidence of the facts stated and of the vote as certified by them.

         Section 11 . Action of the Shareholders Without Meetings . Any action which may be taken at any annual or special meeting of the
shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding
shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as
a unanimous vote of the shareholders.


                                                                         5
                                                                  ARTICLE III

                                                                    Directors

         Section 1 . Number of Directors . The number of directors which shall constitute the entire Board of Directors shall be at least one (1).
Subject to the foregoing limitation, such number may be fixed from time to time by action of a majority of the entire Board of Directors or of
the shareholders at an annual or special meeting, or, if the number of directors is not so fixed, the number shall be one (1). No decrease in the
number of directors shall shorten the term of any incumbent director.

         Section 2 . Election and Term . The initial Board of Directors shall be elected by the incorporator and each initial director so elected
shall hold office until the first annual meeting of shareholders and until his successor has been elected and qualified. Thereafter, each director
who is elected at an annual meeting of shareholders, and each director who is elected in the interim to fill a vacancy or a newly created
directorship, shall hold office until the next annual meeting of shareholders and until his successor has been elected and qualified.

          Section 3 . Filling Vacancies, Resignation and Removal . Any director may tender his resignation at any time. Any director or the
entire Board of Directors may be removed, with or without cause, by vote of the shareholders. In the interim between annual meetings of
shareholders or special meetings of shareholders called for the election of directors or for the removal of one or more directors and for the
filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies
resulting from the resignation or removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum, or by the sole remaining director.

         Section 4 . Qualifications and Powers . Each director shall be at least eighteen (18) years of age. A director need not be a shareholder,
a citizen of the United States or a resident of the State of Delaware. The business of the Corporation shall be managed by the Board of
Directors, subject to the provisions of the Certificate of Incorporation. In addition to the powers and authorities by these By-Laws expressly
conferred upon it, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done exclusively by the shareholders.


                                                                        6
          Section 5 . Regular and Special Meetings of the Board . The Board of Directors may hold its meetings, whether regular or special,
either within or without the State of Delaware. The newly elected Board may meet at such place and time as shall be fixed by the vote of the
shareholders at the annual meeting, for the purpose of organization or otherwise, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a majority of the entire Board shall be present; or they may meet at such
place and time as shall be fixed by the consent in writing of all directors. Regular meetings of the Board may be held with or without notice at
such time and place as shall from time to time be determined by resolution of the Board. Whenever the time or place of regular meetings of the
Board shall have been determined by resolution of the Board, no regular meetings shall be held pursuant to any resolution of the Board altering
or modifying its previous resolution relating to the time or place of the holding of regular meetings, without first giving at least three (3) days
written notice to each director, either personally or by telegram, or at least five (5) days written notice to each director by mail, of the substance
and effect of such new resolution relating to the time and place at which regular meetings of the Board may thereafter be held without notice.
Special meetings of the Board shall be held whenever called by the President, Vice-President, the Secretary or any director in writing. Notice of
each special meeting of the Board shall be delivered personally to each director or sent by telegraph to his residence or usual place of business
at least three (3) days before the meeting, or mailed to him to his residence or usual place of business at least five (5) days before the meeting.
Meetings of the Board, whether regular or special, may be held at any time and place, and for any purpose, without notice, when all the
directors are present or when all directors not present shall, in writing, waive notice of and consent to the holding of such meeting, which
waiver and consent may be given after the holding of such meeting. All or any of the directors may waive notice of any meeting and the
presence of a director at any meeting of the Board shall be deemed a waiver of notice thereof by him. A notice, or waiver of notice, need not
specify the purpose or purposes of any regular or special meeting of the Board.


                                                                          7
          Section 6 . Quorum and Action . A majority of the entire Board of Directors shall constitute a quorum except that when the entire
Board consists of one director, then one director shall constitute a quorum, and except that when a vacancy or vacancies prevents such
majority, a majority of the directors in office shall constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of
the entire Board. A majority of the directors present, whether or not they constitute a quorum, may adjourn a meeting to another time and place.
Except as herein otherwise provided, and except as otherwise provided by the Delaware Business Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act of the Board.

        Section 7 . Telephonic Meetings . Any member or members of the Board of Directors, or of any committee designated by the Board,
may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar
communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation in a meeting
by such means shall constitute presence in person at such meeting.

          Section 8 . Action Without a Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors, or of
any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

          Section 9 . Compensation of Directors . By resolution of the Board of Directors, the directors may be paid their expenses, if any, for
attendance at each regular or special meeting of the Board or of any committee designated by the Board and may be paid a fixed sum for
attendance at such meeting, or a stated salary as director, or both. Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation therefore; provided, however, that directors who are also salaried
officers shall not receive fees or salaries as directors.


                                                                        8
                                                                 ARTICLE IV

                                                                  Committees

         Section 1 . In General . The Board of Directors may, by resolution or resolutions passed by the affirmative vote therefore of a majority
of the entire Board, designate an Executive Committee and such other committees as the Board may from time to time determine, each to
consist of one (1) or more directors, and each of which, to the extent provided in the resolution or in the Certificate of Incorporation or in the
By-Laws, shall have all the powers of the Board, except that no such Committee shall have power to fill vacancies in the Board, or to change
the membership of or to fill vacancies in any committee, or to make, amend, repeal or adopt By-Laws of the Corporation, or to submit to the
shareholders any action that needs shareholder approval under these By-Laws or the Delaware Business Corporation Law, or to fix the
compensation of the directors for serving on the Board or any committee thereof, or to amend or repeal any resolution of the Board which by its
terms shall not be so amendable or repealable. Each committee shall serve at the pleasure of the Board. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

         Section 2 . Executive Committee . Except as otherwise limited by the Board of Directors or by these By-Laws, the Executive
Committee, if so designated by the Board of Directors, shall have and may exercise, when the Board is not in session, all the powers of the
Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. The Board shall have the power at any time to change the membership of the
Executive Committee, to fill vacancies in it, or to dissolve it. The Executive Committee may make rules for the conduct of its business and may
appoint such assistance as it shall from time to time deem necessary. A majority of the members of the Executive Committee, if more than a
single member, shall constitute a quorum.


                                                                        9
                                                                   ARTICLE V

                                                                     Officers

         Section 1 . Designation, Term and Vacancies . The officers of the Corporation shall be a President, one or more Vice-Presidents, a
Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time deem necessary. Such officers may have and
perform the powers and duties usually pertaining to their respective offices, the powers and duties respectively prescribed by law and by these
By-Laws, and such additional powers and duties as may from time to time be prescribed by the Board. The same person may hold any two or
more offices, except that the offices of President and Secretary may not be held by the same person unless all the issued and outstanding stock
of the Corporation is owned by one person, in which instance such person may hold all or any combination of offices.

          The initial officers of the Corporation shall be appointed by the initial Board of Directors, each to hold office until the meeting of the
Board of Directors following the first annual meeting of shareholders and until his successor has been appointed and qualified. Thereafter, the
officers of the Corporation shall be appointed by the Board as soon as practicable after the election of the Board at the annual meeting of
shareholders, and each officer so appointed shall hold office until the first meeting of the Board of Directors following the next annual meeting
of shareholders and until his successor has been appointed and qualified. Any officer may be removed at any time, with or without cause, by
the affirmative note therefore of a majority of the entire Board of Directors. All other agents and employees of the Corporation shall hold office
during the pleasure of the Board of Directors. Vacancies occurring among the officers of the Corporation shall be filled by the Board of
Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.


                                                                        10
         Section 2 . President . The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors at
which he may be present. Subject to the direction of the Board of Directors, he shall be the chief executive officer of the Corporation, and shall
have general charge of the entire business of the Corporation. He may sign certificates of stock and sign and seal bonds, debentures, contracts
or other obligations authorized by the Board, and may, without previous authority of the Board, make such contracts as the ordinary conduct of
the Corporation‟s business requires. He shall have the usual powers and duties vested in the President of a corporation. He shall have power to
select and appoint all necessary officers and employees of the Corporation, except those selected by the Board of Directors, and to remove all
such officers and employees except those selected by the Board of Directors, and make new appointments to fill vacancies. He may delegate
any of his powers to a Vice-President of the Corporation.

         Section 3 . Vice-President . A Vice-President shall have such of the President‟s powers and duties as the President may from time to
time delegate to him, and shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors.
During the absence or incapacity of the President, the Vice-President, or, if there be more than one, the Vice-President having the greatest
seniority in office, shall perform the duties of the President, and when so acting shall have all the powers and be subject to all the
responsibilities of the office of President.

          Section 4 . Treasurer . The Treasurer shall have custody of such funds and securities of the Corporation as may come to his hands or
be committed to his care by the Board of Directors. Whenever necessary or proper, he shall endorse on behalf of the Corporation, for
collection, checks, notes, or other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depositaries,
approved by the Board of Directors as the Board of Directors or President may designate. He may sign receipts or vouchers for payments made
to the Corporation, and the Board of Directors may require that such receipts or vouchers shall also be signed by some other officer to be
designated by them. Whenever required by the Board of Directors, he shall render a statement of his cash accounts and such other statements
respecting the affairs of the Corporation as may be required. He shall keep proper and accurate books of account. He shall perform all acts
incident to the office of Treasurer, subject to the control of the Board.


                                                                        11
         Section 5 . Secretary . The Secretary shall have custody of the seal of the Corporation and when required by the Board of Directors, or
when any instrument shall have been signed by the President duly authorized to sign the same, or when necessary to attest any proceedings of
the shareholders or directors, shall affix it to any instrument requiring the same and shall attest the same with his signature, provided that the
seal may be affixed by the President or Vice-President or other officer of the Corporation to any document executed by either of them
respectively on behalf of the Corporation which does not require the attestation of the Secretary. He shall attend to the giving and serving of
notices of meetings. He shall have charge of such books and papers as properly belong to his office or as may be committed to his care by the
Board of Directors. He shall perform such other duties as appertain to his office or as may be required by the Board of Directors.

          Section 6 . Delegation . In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board may temporarily delegate the powers or duties, or any of them, of such officer to any other officer or to any
director.

                                                                  ARTICLE VI

                                                                      Stock

          Section 1 . Certificates Representing Shares . All certificates representing shares of the capital stock of the Corporation shall be in
such form not inconsistent with the Certificate of Incorporation, these By-Laws or the laws of the State of Delaware of the Business
Corporation Law. Such shares shall be approved by the Board of Directors, and shall be signed by the President or a Vice-President and by the
Secretary or the Treasurer and shall bear the seal of the Corporation and shall not be valid unless so signed and sealed. Certificates
countersigned by a duly appointed transfer agent and/or registered by a duly appointed registrar shall be deemed to be so signed and sealed
whether the signatures be manual or facsimile signatures and whether the seal be a facsimile seal or any other form of seal. All certificates shall
be consecutively numbered and the name of the person owning the shares represented thereby, his residence, with the number of such shares
and the date of issue, shall be entered on the Corporation‟s books. All certificates surrendered shall be cancelled and no new certificates issued
until the former certificates for the same number of shares shall have been surrendered and cancelled, except as provided for herein.


                                                                        12
          In case any officer or officers who shall have signed or whose facsimile signature or signatures shall have been affixed to any such
certificate or certificates, shall cease to be such officer or officers of the Corporation before such certificate or certificates shall have been
delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation, and may be issued and delivered
as though the person or persons who signed such certificates, or whose facsimile signature or signatures shall have been affixed thereto, had not
ceased to be such officer or officers of the Corporation.

          Any restriction on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on
the certificate representing such shares.

          Section 2 . Fractional Share Interests . The Corporation, may, but shall not be required to, issue certificates for fractions of a share. If
the Corporation does not issue fractions of a share, it shall: (1) arrange for the disposition of fractional interests by those entitled thereto; (2)
pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or (3) issue scrip or
warrants in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or
warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any distribution of the assets of the Corporation in
the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if
not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which scrip or
warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to
any other conditions which the Board of Directors may impose.


                                                                         13
         Section 3 . Addresses of Shareholders . Every shareholder shall furnish the Corporation with an address to which notices of meetings
and other notices may be served upon or mailed to him, and in default thereof notices may be addressed to him at his last known post office
address.

          Section 4 . Stolen, Lost or Destroyed Certificates . The Board of Directors may in its sole discretion direct that a new certificate or
certificates of stock be issued in place of any certificate or certificates of stock theretofore issued by the Corporation, alleged to have been
stolen, lost or destroyed, and the Board of Directors when authorizing the issuance of such new certificate or certificates, may, in its discretion,
and as a condition precedent thereto, require the owner of such stolen, lost or destroyed certificate or certificates or his legal representatives to
give to the Corporation and to such registrar or registrars and/or transfer agent or transfer agents as may be authorized or required to
countersign such new certificate or certificates, a bond in such sum as the Corporation may direct not exceeding double the value of the stock
represented by the certificate alleged to have been stolen, lost or destroyed, as indemnity against any claim that may be made against them or
any of them for or in respect of the shares of stock represented by the certificate alleged to have been stolen, lost or destroyed.

          Section 5 . Transfers of Shares . Upon compliance with all provisions restricting the transferability of shares, if any, transfers of stock
shall be made only upon the books of the Corporation by the holder in person or by his attorney thereunto authorized by power of attorney duly
filed with the Secretary of the Corporation or with a transfer agent or registrar, if any, upon the surrender and cancellation of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due thereon. The Board of Directors may appoint one or more
suitable banks and/or trust companies as transfer agents and/or registrars of transfers, for facilitating transfers of any class or series of stock of
the Corporation by the holders thereof under such regulations as the Board of Directors may from time to time prescribe. Upon such
appointment being made all certificates of stock of such class or series thereafter issued shall be countersigned by one of such transfer agents
and/or one of such registrars of transfers, and shall not be valid unless so countersigned.


                                                                         14
                                                                 ARTICLE VII

                                                            Dividends and Finance

        Section 1 . Dividends . The Board of Directors shall have power to fix and determine and to vary, from time to time, the amount of the
working capital of the Corporation before declaring any dividends among its shareholders, and to direct and determine the use and disposition
of any net profits or surplus, and to determine the date or dates for the declaration and payment of dividends and to determine the amount of
any dividend, and the amount of any reserves necessary in their judgment before declaring any dividends among its shareholder, and to
determine the amount of the net profits of the Corporation from time to time available for dividends.

        Section 2 . Fiscal Year . The fiscal year of the Corporation shall end on the last day of December in each year and shall begin on the
next succeeding day, or shall be for such other period as the Board of Directors may from time to time designate with the consent of the
Department of Taxation and Finance, where applicable.


                                                                ARTICLE VIII

                                                           Miscellaneous Provisions

         Section 1 . Stock of Other Corporations . The Board of Directors shall have the right to authorize any director, officer or other person
on behalf of the Corporation to attend, act and vote at meetings of the shareholders of any corporation in which the Corporation shall hold
stock, and to exercise thereat any and all rights and powers incident to the ownership of such stock, and to execute waivers of notice of such
meetings and calls therefore; and authority may be given to exercise the same either on one or more designated occasions, or generally on all
occasions until revoked by the Board. In the event that the Board shall fail to give such authority, such authority may be exercised by the
President in person or by proxy appointed by him on behalf of the Corporation.


                                                                       15
         Any stocks or securities owned by this Corporation may, if so determined by the Board of Directors, be registered either in the name
of this Corporation or in the name of any nominee or nominees appointed for that purpose by the Board of Directors.

         Section 2 . Books and Records . Subject to the Delaware Business Corporation Law, the Corporation may keep its books and accounts
outside the State of Delaware.

         Section 3 . Notices . Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid
wrapper, addressed to the person entitled thereto at his last known post office address, and such notice shall be deemed to have been given on
the day of such mailing.

          Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the Certificate of
Incorporation or these By-Laws a waiver in writing, signed by the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

         Section 4 . Amendments . Except as otherwise provided herein, these By-Laws may be altered, amended or repealed and By-Laws
may be made at any annual meeting of the shareholders or at any special meeting thereof if notice of the proposed alteration, amendment or
repeal, or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the holders of a majority of the shares of stock
of the Corporation outstanding and entitled to vote thereat; or by a majority of the Board of Directors at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration, amendment or repeal, or By-Law or
By-Laws to be made, be contained in the notice of such special meeting.


                                                                      16
Exhibit 5.1




February 10, 2011

Snap Interactive, Inc.
363 7th Avenue, 13th Floor,
New York, NY 10001

Gentlemen:

You have requested our opinion, as counsel for Snap Interactive, Inc. , a Delaware corporation (the "Company"), in connection with the
registration statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), filed by the Company with the
Securities and Exchange Commission.

The Registration Statement relates to 6,630,000 shares of common stock, including (1) up to 4,250,000 shares of common stock issued at a
price of $2.00 per share (the “Purchased Shares”), (2) up to 2,125,000 shares of common stock issuable upon exercise of outstanding investor‟s
warrants (the “Investor Warrants”) at an exercise price of $2.50 per share, that were issued in pursuant to a securities purchase agreement (the
“Securities Purchase Agreement”) in connection with the private placement closed on January 19, 2011 and (3) up to 255,000 shares of
common stock issuable upon exercise of placement agent‟s warrants (the “Placement Agent Warrants”) in pursuant to an engagement
agreement (the “Engagement Agreement”) dated January 7, 2011 (Investor Warrants and Placement Agent Warrants, collectively as the
“Warrants”). In accordance with Rule 416(a), the Registrant is also registering hereunder an indeterminate number of additional shares of
Common Stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar
transactions.

We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this
opinion. It is our opinion that the shares of common stock to be sold by the selling shareholders have been duly authorized and are legally
issued, fully paid and non-assessable.

No opinion is expressed herein as to any laws other than the State of Delaware of the United States. This opinion opines upon Delaware law
including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those
laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption
“Experts” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under
Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP

By:    /s/ Gregg E. Jaclin
       ANSLOW & JACLIN,
       LLP


                                         195 Route 9 South, Suite 204, Manalapan, New Jersey 07726
                                                  Tel: (732) 409-1212 Fax: (732) 577-1188
                                                                                                                                     Exhibit 10.1

                                                      EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of December 13, 2006, between Etwine Holdings, Inc. (“Etwine” or “the
Company”), a Delaware Corporation at 366 North Broadway Suite 41042, Jericho, NY 11753 . and Clifford Lerner, (“Employee”) c/o Etwine
Holdings, Inc., 366 North Broadway Suite 41042, Jericho, NY 11753 .

                                                               BACKGROUND

The Company and Employee are desirous of setting forth the terms and conditions of the employment by the Company of the Employee. In
consideration of the mutual covenants and agreements contained herein, the parties, intending to be legally bound, do hereby agree as follows:

           1. Title : Employee shall have the title of President and Chief Executive Officer of Etwine. In addition, Employee shall serve, if
              duly elected, as a member, and Chairman, of the Board of Directors of Etwine.

           2. Term : Subject to the terms and conditions hereof, the Company agrees to employ Employee and Employee agrees to serve the
              Company as President and Chief Executive Officer from the date hereof until December 1, 2007. At such time, the term of
              employment may be automatically extended for an additional three year period on terms no less favorable than those contained
              in this Employment Agreement; provided, however, that either party may terminate this Agreement at the end of its initial ter m
              or any subsequent annual term by giving six (6) months prior written notice of his/its election to do so.

           3. Services to be Rendered by the Employee; Duties and Responsibilities and Span of Authority and Control : Employee
              agrees to serve the Company as President and Chief Executive Officer, and, if duly elected, as a member, and Chairman, of the
              Board of Directors of the Company. Employee shall have the duties and privileges customarily associated with an executive
              occupying such roles, and shall perform all reasonable acts customarily associated with such roles, or necessary and/or desirable
              to protect and advance the best interests of the Company. Employee will report to the Board of Directors on matters involving
              policy and long-term strategic issues, specifically such things as the annual budget and strategic plan, developing and executing
              incentive compensation plans and sales compensation plans for all employees, major joint venture or merger/acquisition
              agreements. In such capacity, Employee shall perform such acts and carry out such duties, and shall in all other respects serve
              the Company faithfully and to the best of his ability. Specific areas where Employee shall have complete operating
              responsibility and authority are as follows: staffing, finance and financial reporting, marketing and sales including all aspects of
              advertising sales and product positioning, marketing and promotion, sales and marketing, research, design and graphics product
              development for the web sites and publications (print and electronic) associated with the Company‟s business. The Employee
              will solicit the input of the Board of Directors on matters of long-term strategy and company direction, but with respect to
              day-to-day operations and management, the Employee shall have absolute and complete authority, control and responsibility.


                                                                        1
4. Compensation : Upon the execution of this Agreement, Employee shall receive options to purchase one million five hundred
   thousand shares of the Company‟s Common Stock at a price of $0.40. These options shall vest immediately and shall be
   exercisable by the Employee at any time until the year 2012.

5. Reimbursement of Expenses : The Company understands that the nature of Employee‟s work requires frequent travel away
   from the office. Accordingly, the Company shall reimburse Employee for any and all reasonable out-of-pocket cash expenses
   incurred on behalf of the Company. This includes, but is not limited to, reimbursement to such business-related costs as the
   Employee‟s travel, accommodations, automobile leasing or financing, cellular phone and automobile insurance expenses, along
   with reasonable expenses for gas, oil, tire replacement and repairs. In addition, the Company will also reimburse Employee for
   all reasonable entertainment and other related expenses wholly, exclusively and necessarily incurred by Employee in the
   discharge of his duties hereunder, in accordance with the Company‟s normal practice. The Company shall provide Employee
   with an American Express Corporate Card (or similar card) in this regard. The Company will also pay for the cost of
   Employee‟s membership in an accredited health and fitness facility and the cost of a complete annual physical exam for each
   year employee is employed by the Company.

6. Time to be Devoted by Employee : Employee agrees to devote his business time, attention and efforts to the business of the
   Company and to use his best efforts to promote the interests of the Company. Employee shall be permitted to serve on the Board
   of Directors or Trustees or similar management bodies of other companies or entities that will, in the judgment of the Employee,
   be of benefit to the Company.

7. Termination : Employment of the Employee under this Agreement will immediately terminate upon the happening of the
   following events:

             (i) The mutual agreement of the Employee and the Company, as indicated in a writing signed and notarized, by and
             between the parties.

             (ii)   The death of the Employee.

             (iv) Disability. If, as a result of the Employee‟s incapacity due to physical or mental illness, he shall have been
             absent from his duties and responsibilities under this Agreement for the entire period of one-hundred-eighty (180)
             consecutive business days or for an aggregate period of two-hundred-ten (210) business days during a consecutive
             period of two-hundred-seventy (270) business days, the Company may elect to terminate the Employee‟s employment.

             (iv)    The dissolution and liquidation of the Company (other than as part of a reorganization, merger, consolidation
             or sale of all or substantially all of the assets of the Company in connection with which the business of the Company is
             continued).

             (vi)    By the Company for Just Cause. For purposes of this Agreement "Just Cause" shall mean only the following:
             (i) a final non-appealable conviction of or a plea of guilty or nolo contendere by the Employee to a felony or
             misdemeanor involving fraud, embezzlement, theft, dishonesty or other criminal conduct against the Company; or (ii)
             habitual neglect of the Employee 's duties or failure by the Employee to perform or observe any substantial lawful
             obligation of such employment that is not remedied within thirty (30) days written notice thereof from the Company or
             its Board of Directors; or (iii) any material breach by the Employee of this Agreement.


                                                           2
              (vii) Change in Control. In the event that there is a change in control of the Company as a result of a reorganization,
              merger, consolidation, or sale of all or substantially all of the assets of the Company, in connection with which the
              business of the Company is continued, Employee shall have the right to resign his position and be released from his
              obligations under this Agreement. If Employee elects to exercise that right, the Company shall be obligated to pay the
              Employee the compensation provided for in Section 14 of this Agreement.

              (viii) Resignation. Employee shall have the right to resign from his position with the Company at any time; however,
              all obligations of the Company to the Employee shall immediately cease as of the effective date of any such
              resignation.

              (ix)    If Employee‟s employment is terminated other than for Just Cause, as defined in Section 7 (vi), or his death or
              disability, Employee shall be entitled to severance payments equal to the annual compensation amounts for each of the
              remaining years of this Agreement due and owing to him under the terms of this Agreement, plus a minimum of two
              year‟s base compensation, plus any prorated share of incentive compensation and stock options associated with any
              “sign on bonus” or earned under an incentive/performance plan, if any, earned by him. Such calculation is to be made
              by the Company‟s independent auditors and reviewed and approved by the Board of Directors within thirty days of
              termination. In addition, any stock options to be issued under the incentive stock option plan or otherwise under this
              Agreement will vest immediately, and the Employee may exercise these options at his discretion, and the Company
              will provide the financing necessary for the Employee to exercise such options in the form of a non-interest bearing
              loan. In addition, if Employee‟s employment is terminated other than for Just Cause, or his death or disability, the
              Employee may, at his sole discretion, put all of his shares to the Company, and the Company shall be obliged to
              purchase such shares for the fair market value at the time such put is exercised by Employee

 8. Employee Benefit Plans and Vacation : Employee shall be entitled to participate in all formal retirement, insurance, health
    care and disability plans that are in existence or may be adopted by the Company. Employee shall be entitled to vacation and
    personal days totaling not more than twenty-six working days in each fiscal year of the Company, such vacation days to be taken
    at times mutually agreeable to the Company and the Employee

 9. Indemnification : The Company will indemnify and hold harmless Employee with respect to any liability, damage, cost or
    expense incurred in connection with the defense of any action, suit or proceeding to which he is a party, or threat thereof, by
    reason of his being or having been an officer or director of the Company or any affiliate of the Company, to the extent permitted
    by applicable law; provided, however, that this indemnity shall not apply if the Employee is determined by a court of competent
    jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance.

10. Non-Competition : Employee agrees that while in the employ of the Company and, if this Agreement is terminated on account
    of Employee‟s breach hereof, for a period of two years after termination of his employment, Employee will not directly or
    indirectly, as principal or agent, own, manage, operate, participate in or be employed or otherwise interested in, or connected in
    any manner with, any person, firm, corporation of other enterprise which is directly competitive, and wholly unaffiliated, with
    the Company or any of its affiliates. Nothing contained herein shall be construed as denying Employee the right to own
    securities of any corporation which is listed on a securities exchange, foreign or domestic, or quoted on the NASDAQ System to
    an extent of an aggregate of 5% of the outstanding share of such securities. In the event that the Company ceases doing business
    or files for Chapter 7 bankruptcy relief, Employee shall be wholly relieved of his duties of non-disclosure and non-competition
    with the Company.


                                                             3
 11. Confidentiality : Employee agrees that while he is in the employ of the Company and at all times thereafter, or otherwise in
     connection with the provisions hereof, he will not directly or indirectly make use of, divulge to any person, firm, corporation or
     entity or business organization and he shall use his best efforts to prevent the disclosure or publication of any information
     concerning the business, accounts, finances or the methods of doing business used by the Company, or of the dealings,
     transactions, or affairs of the Company which have or may have come to the attention and knowledge of Employee during his
     employment, unless such disclosure is in the best interests of the Company or is required by federal, state or local law or by
     Court order. Employee shall use his best professional judgment with respect to this sensitive area, giving due weight and
     consideration to how business affairs are conducted in the publishing and communications industry. The provisions this section
     shall survive the termination of Employee‟s employment.

 12. Non-Interference : Employee agrees that he will not for a period of two years following the termination of his employment, (i)
     endeavor or attempt, directly of indirectly, to induce any person, firm corporation or enterprise which is competitive with the
     Company, and which shall have been at any time during his employment by the Company a customer or client of the Company,
     either to cease dealing with the Company or to deal with any other person, firm, corporation, enterprise or institution or (ii) deal
     in any way as principal or agent or in any other capacity with any such client or (iii) solicit the employment of any employee of
     the Company on behalf of any firm, corporation, enterprise or business organization or otherwise interfere with the employment
     relationship between any employee or offer of the Company and the Company. The provisions of this section shall survive the
     expiration of this agreement.

13. Remedies : Upon any material breach of any provision of this Agreement, the Company and or the Employee, as the case may
    be, shall be entitled, if he/it so elects, to institute and prosecute proceedings at law or in equity to obtain damages with respect to
    such breach or to enforce the specific performance of this Agreement by the other party or to enjoin the other party from
    engaging in any activity in violation of any provision of this Agreement. Notwithstanding the foregoing, the Company
    understands that Employee has made his reputation and living in the publishing industry and nothing herein contained is
    intended to prevent Employee from working in this industry except that he shall not, for the period contemplated in this
    Agreement, compete directly with the Company in the area of publications directed at parents of children with disabilities for
    such period.


                                                                4
14. Non-Assignability . This Agreement is personal and non-assignable by Employee. It shall extend to, and be binding upon any
    corporation or other entity, other than an affiliate of the Company, with which the Company shall merge or consolidate or to
    which the Company shall sell, transfer, assign, lease all, or substantially all of its assets to a third party or a majority of the
    voting capital stock of the Company is transferred to a third party who currently does not hold a majority of the voting capital
    stock of the Company (or related party), (a “Change of Control event”). In the event Employee is terminated as a consequence of
    a Change of Control Event, Employee shall be entitled to receive, in addition to the amount payable under Section 7, (i) the full
    value of compensation remaining on the Agreement or one year‟s base salary whichever is greater; (ii) any portion of any earned
    incentive/bonus compensation payable in a lump sum within thirty (30) days of termination; (iii) reimbursement of all
    outstanding expenses including health care, auto, etc.; (iv) upon presentation of reasonable documentation and support for such
    expenses, up to $50,000.00 in out-placement fees to be used in connection with Employee‟s search for new employment and (v)
    continuation of all Employee benefits up to the time Employee finds new employment or for a period of two years following
    such termination, whichever first occurs.

15. Notices : All notices to be given under this Agreement shall be deemed duly given when delivered personally in writing or
    mailed, certified mail, return receipt requested, postage prepaid, and addressed as follows:

              If to be given to the Company:

              Etwine Holdings, Inc.
              366 North Broadway
              Suite 41042
              Jericho, NY 11753
              Attention: Clifford Lerner

              If to be given to the Employee:

              Clifford Lerner
              366 North Broadway
              Suite 41042
              Jericho, NY 11753

                                                             5
16. Miscellaneous : This Agreement may not be changed or modified, nor can any provision of this Agreement be waived, except
    by an instrument in writing duly signed by the party to be charged. This Agreement shall be interpreted, governed by and
    controlled by the internal laws of the State of New Jersey without reference to principles of conflict of laws. This Agreement
    shall continue in effect in the event of a Change of Control Event as defined above in this Agreement, and in the event of a sale
    or transfer of any significant assets of the Company, acquisition of the company, or merger with another business or entity.

            IN WITNESS WHEREOF , this Agreement has been executed as of the date and year first above written.

             SIGNATURE PAGE

                                                                    The “Company”
           Attest:                                                  Etwine Holdings, Inc.

                                                                    /s/ Clifford Lerner
                     Secretary                                      Name: Clifford Lerner
                                                                    Title: President and Chief Executive Officer

                                                                    The “Employee”

                                                                    /s/Clifford Lerner
                     Witness                                        Clifford Lerner


                                                            6
                                                                                                                                Exhibit 10.2

                                          AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
                                                  DATED DECEMBER 13, 2006

This agreement shall serve as a second amendment to the Employment Agreement dated December 13, 2006 between Snap Interactive, Inc.
(formerly known as Etwine Holdings, Inc.) (“the Company”), a Delaware Corporation at 366 North Broadway, Suite 41042, Jericho, NY
11753, and Clifford Lerner, (“Employee”) c/o Snap Interactive, Inc., 366 North Broadway, Suite 41042, Jericho, NY 11753.

IN CONSIDERATION of the mutual covenants contained in this Amendment to the Employment Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Employee agree as follows:

    1.      Term: The term of the Agreement shall be extended though December 1, 2008.

    2.      Compensation: Employee shall receive a salary of $160,000 per year commencing January 1, 2008. In addition, the Employee
            shall be eligible for additional compensation in the form of raises and bonuses as to be determined by the sole discretion of the
            Board of Directors of the Company.

IN WITNESS WHEREOF , this Amendment has been executed as of the date and year first above written.

                                                                             The “Company”

                    Attest:                                                  Snap Interactive, Inc.


                                                                             /s/Clifford Lerner
                              Secretary                                      Name: Clifford Lerner
                                                                             Title: President and Chief Executive Officer

                                                                             The “Employee”

                                                                             /s/Clifford Lerner
                              Witness                                        Clifford Lerner
                                                                                                                                       Exhibit 10.3

                                         AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
                                                 DATED DECEMBER 13, 2006

This agreement shall serve as a fourth amendment to the Employment Agreement dated December 13, 2006 between Snap Interactive, Inc.
(formerly known as Etwine Holdings, Inc.) (“the Company”), a Delaware Corporation at 366 North Broadway, Suite 41042, Jericho, NY
11753, and Clifford Lerner, (“Employee”) c/o Snap Interactive, Inc., 366 North Broadway, Suite 41042, Jericho, NY 11753.

IN CONSIDERATION of the mutual covenants contained in this Amendment to the Employment Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Employee agree that the original terms of the
Employment Agreement and all amendments thereto shall continue until such time as a new employment agreement for the Employee is
executed. The following shall be the only change to the previous terms of the Employment Agreement:

The Company will indemnify and hold harmless Employee with respect to any liability, damage, cost or expense incurred in connection with
the defense of any action, suit or proceeding to which he is a party, or threat thereof, by reason of his being or having been an officer or director
of the Company or any affiliate of the Company, to the extent permitted by applicable law; provided, however, that this indemnity shall not
apply if the Employee is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross
negligence, gross misconduct, or gross malfeasance.

          1. Indemnification . To the extent permitted by law, the Company will indemnify and hold the Employee against any liability,
             damage, cost or expense incurred in connection with the defense of any action, suit or proceeding to which he is a party, or threat
             thereof, by reason of his being or having been an officer or director of the Company or any affiliate of the Company, to the extent
             permitted by applicable law; provided, however, that this indemnity shall not apply if the Employee is determined by a court of
             competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross
             malfeasance.

             Promptly after receipt by the Employee under this section of notice of the commencement of any action (including any
             governmental action), Employee shall, if a claim in respect thereof is to be made against any Employee under this section, deliver
             to the Company a written notice of the commencement thereof and the Employee shall have the right to participate in, and, to the
             extent the Employee so desires to assume the defense thereof with counsel selected by the Company and approved by the
             Employee (whose approval shall not be unreasonably withheld); provided, however, that the indemnified party (together with all
             other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate
             counsel, with the fees and expenses to be paid by the Employee, if representation of such indemnified party by the counsel
             retained by the Employee would be inappropriate due to actual or potential differing interests between such indemnified party and
             any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Employee within a
             reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such
             Employee of any liability to the indemnified party under this section, but the omission so to deliver written notice to the
             Employee will not relieve it of any liability that it may have to any indemnified party otherwise than under this section.

             If the indemnification provided for in this section is held by a court of competent jurisdiction to be unavailable to an indemnified
             party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Employee, in lieu of indemnifying
             such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such
             loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Employee on the
             one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss,
             liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Employee and
             of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
             of a material fact or the alleged omission to state a material fact relates to information supplied by the Employee or by the
             indemnified party and the parties‟ relative intent, knowledge, access to information, and opportunity to correct or prevent such
             statement or omission.


                                                                         1
IN WITNESS WHEREOF , this Amendment has been executed as of the date and year first above written.

                                                                       The “Company”

                   Attest:                                             Snap Interactive, Inc.

                                                                       /s/Clifford Lerner
                             Secretary                                 Name: Clifford Lerner
                                                                       Title: President and Chief
                                                                       Employee Officer

                                                                       The “Employee”

                                                                       /s/Clifford Lerner
                   Witness                                             Clifford Lerner


                                                                2
Exhibit 21.1.


                                                    Subsidiaries


Snap Interactive, Inc., a Delaware corporation
eTwine, Inc., a New York corporation
SNAP Mobile Limited, a United Kingdom Corporation



                                                         1
Snap Interactive, Inc.‟s current corporate structure




                         2
Exhibit 23.1




                           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


        We hereby consent to the use in this Registration Statement on Form S-1 of our report dated March 8, 2010 relating to the December
        31, 2009 and 2008 consolidated financial statements of Snap Interactive, Inc. and Subsidiaries.

        We also consent to the reference to our Firm under the caption "Experts" in the Registration Statement.


        /s/ WEBB & COMPANY, P.A.

        WEBB & COMPANY, P.A.
        Certified Public Accountants

        Boynton Beach, Florida
        February 9, 2011

								
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