REGULATION C OFFERING STATEMENT DATED JULY 21, 2016

SNAPWIRE MEDIA, INC.

 3905 State Street, Suite 7-510

Santa Barbara, CA 93105

USA

Telephone: +1 (805) 845-7572

www.snapwi.re

Minimum purchase:  1,625 Shares ($650.00)

Up to 2,500,000 shares of Common Stock

Price Per Common Stock Share to the Public: $0.40

Total Number of Common Stock Shares Being Offered: 2,500,000

Proceeds to Issuer Before Expenses*:  $1,000,000.00

*Does not include expenses of the offering, including costs of posting offering information on StartEngine.com., estimated to be between 5% and 7% of the gross amount of the Common Stock sold. We intend to sell our Common Stock through our officers, who will not receive any additional compensation for their selling efforts.  We may hire a placement agent, who would be a member of the Financial Industry Regulatory Authority (FINRA) and registered with the U.S Securities and Exchange Commission as a broker or dealer, and pay commissions of up to ten percent (10%) of the gross amount of the Common Stock sold.

Our target offering amount is $50,000.  If we do not raise our target offering amount by December 31, 2016, no securities will be sold in this offering, investment commitments will be canceled and committed funds will be returned.  We will accept oversubscriptions in excess of the target offering amount up to $1,000,000 on a first come, first served basis.

We will file a report with the Securities and Exchange Commission annually and post the report on our website not later than 120 days after the end of each fiscal year covered by the report.  We may terminate our reporting obligations in the future in accordance with Rule 202(b) of Regulation Crowdfunding (§ 227.202(b)).

Investing in our common stock involves risk. See the section titled “Risk Factors” to read about factors you should consider before buying shares of our common stock.

The common stock offered in this offering is subject to restrictions on transferability and resale.

There is currently no trading market for our common stock.  We currently have no plans to list the securities on any national securities exchange or on the over-the-counter market.

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A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

In making an investment decision, investors must rely on their own examination of us and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration. For general information on investing, we encourage you to refer to www.investor.gov

You should rely only on the information contained in our offering statement filed by the U.S. Securities and Exchange Commission on Form C prepared by or on behalf of us. We have not authorized anyone to provide you with information different from, or in addition to, that contained in this offering statement. The offering statement is an offer to sell only the shares offered therein and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in our offering statement is current only as of its date.

FORWARD-LOOKING STATEMENTS

This offering statement contains forward-looking statements, which include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies.  These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” “mission,” “strive,” “more,” “goal,” or similar expressions.  The statements are based on assumptions that we have made, based on our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we think are appropriate.  We believe these judgments are reasonable.  However, you should understand that these statements are not guarantees of performance or results.  Our actual results could differ materially from those expressed in the forward-looking statements.

There are a number of risks, uncertainties, and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this offering statement. Such risks, uncertainties, and other important factors include, among others, the risks, uncertainties, and factors set forth below under “Risk Factors,” “Use of Intended Proceeds” and “Financial Condition.”

We urge you to read our offering statement filed with the U.S. Securities and Exchange Commission on Form C, including the uncertainties and factors discussed under “Risk Factors,” completely and with the understanding that actual future results may be materially different from expectations.  All forward-looking statements made in our offering statement are qualified by these cautionary statements.  The forward-looking statements contained in our offering statement speak only as of the date of this offering statement.  We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

MAKING AN INVESTMENT IN SNAPWIRE

How do I invest in Snapwire?

We are conducting an equity crowdfunding offering pursuant to Regulation Crowdfunding promulgated by the U.S. Securities and Exchange Commission under Title III of the Jumpstart Our Business Startups (JOBS) Act of 2012.  Regulation Crowdfunding, which went into effect on May 16, 2016, enables startups to offer early-stage investments of up to $1 million to the general public through equity crowdfunding.  We are offering an equity investment in our common stock.

You must make your investment online on StartEngine.  When you do so, your money will be transferred to an escrow account where an independent escrow agent will hold your investment until we reach our target offering amount of $50,000.  We will accept oversubscriptions in excess of the target offering amount up to $1,000,000 on a first come, first served basis.

If we reach our target offering amount prior to the deadline that we’ve set for ourselves of December 31, 2016, we may conduct an initial closing of the offering early if we provide notice about the new offering deadline at least five business days prior to the new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment). StartEngine will notify investors when we meet our target offering amount.  Thereafter, we may conduct additional closings from time to time at our discretion until December 31, 2016.

Please note that shares in this offering may be purchased by employees and/or affiliates of the issuer, or persons related to them, and will be counted in determining whether we sell sufficient shares to meet our target offering amount.  Therefore, if we hit our minimum target amount, you should not assume that those shares have been purchased by members of the public or otherwise assume that our reaching our minimum target is any indication of the success of our offering.

An investor may cancel an investment commitment until 48 hours prior to the offering deadline.  If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the investor’s funds will be released to us upon a closing of the offering, and the investor will receive Snapwire common stock in exchange for his or her investment.  At that point, you will be an investor in Snapwire.

If we notify investors of a material change to the offering and you do not reconfirm your investment commitment thereafter, your investment commitment will be canceled and your committed funds will be returned to you.

How much can I invest?

An investor is limited in the amount that he or she may invest in a Regulation Crowdfunding offering during any 12-month period: 

If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth. 

If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

What happens after my investment in Snapwire?

We are required to file an annual report with the SEC not later than 120 days after the end of our fiscal year and post it on our website. This annual report includes information similar to our initial Form C filing, although we are not required to file audited or reviewed financial statements. In certain circumstances we may terminate our ongoing reporting requirement if:

1.         We become a fully reporting registrant with the SEC.

2.         We have filed at least one annual report, and we have not more than 300 shareholders of record.

3.         We have filed at least three annual reports, and we have not more than $10 million in assets.

4.         We or another party repurchases or purchases all the securities sold in this offering.

5.         We cease to do business.

Can I sell my securities after buying them? 

Securities purchased through a Regulation Crowdfunding offering are not freely transferable for one year after the date of purchase, except in the case where they are transferred:

 1.        To Snapwire

 2.        To an “accredited investor”

 3.        As part of an offering registered with the SEC (e.g., IPO)

 4.        To your child, stepchild, grandchild, parent, stepparent, grandparent, spouse or cohabitant occupying a relationship generally equivalent to that of a spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, including adoptive relationships; to a trust controlled by the purchaser; to a trust created for the benefit of a member of the family of the purchaser, or in connection with the death or divorce of the purchaser.

After the one-year holding period has expired, you should not plan on being able to readily transfer and/or sell your security. Currently, there is no market or liquidity for our common stock and the company does not have any plans to list these securities on an exchange or other secondary market. At some point, the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs.  Typically, a “liquidation event” is when the company either lists its securities on an exchange, is acquired, or goes bankrupt.

A note about our short-term debt.  

As is typical of many startups, we were fortunate to have our initial seed capital of a little over $2,000,000 provided by several Angel investors and one fund who made an investment in us in the form of convertible notes (i.e., convertible debt) – a common form of seed-stage financing.  We used this capital to build our platform and we’re now ready to scale the business. 

Our seed capital investors have been very supportive.  Immediately prior to the commencement of this offering, pursuant to the terms of their convertible notes, they collectively agreed to amend the terms of their debt to automatically convert it to equity, at the discounts they originally negotiated, when we reach our target offering amount of $50,000.  Therefore, because we must reach our $50,000 target in order to have our initial closing, our short-term debt of $2,150,103 on the balance sheet as of December 31, 2015, will automatically convert to equity and there will no longer be short-term debt on our balance sheet when we conduct our first closing.