S-1

As filed with the Securities and Exchange Commission on July 20, 2011

Registration No. ________________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PLESK CORP.

(Exact name of Registrant as specified in its charter)

Delaware	5731	27-3848069
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

Plesk Corp.

c/o Gavriel Bolotin

4014 14th Ave.

Brooklyn, NY 11218

Telephone: 1-888-414-1634

Fax: 206-203-4653

(Address and telephone number of Registrant's principal executive offices)

Plesk Corp.

c/o Gavriel Bolotin

4014 14th Ave.

Brooklyn, NY 11218

Telephone: 1-888-414-1634

Fax: 206-203-4653

 (Address of principal place of business or intended principal place of business)

Plesk Corp.

c/o Gavriel Bolotin

4014 14th Ave.

Brooklyn, NY 11218

Telephone: 1-888-414-1634

Fax: 206-203-4653

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all Correspondence to:

David Lubin & Associates, PLLC

10 Union Avenue

Suite 5

Lynbrook, NY 11563

Telephone: (516) 887-8200

Facsimile: (516) 887-8250

david@dlubinassociates.com

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

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, please check the following box:  x

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Calculation of Registration Fee

Title of Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 per share(1)		2,000,000	$	0.05	(2)	$	100,000.00	$	11.61
Total		2,000,000	$	0.05	(2)	$	100,000.00	$	11.61

(1) Represents common shares currently outstanding to be sold by the selling security holders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price shares were sold to the selling security holders in private placement transactions. The selling shareholders may sell shares of our common stock at a fixed price of $0.05 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.05 has been arbitrarily determined. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

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 of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ______ __, 2011

PLESK CORP.

2,000,000 Shares of Common Stock, par value $0.0001

This prospectus relates to the resale of 2,000,000 shares of common stock, par value $0.0001, of Plesk Corp., which are issued and outstanding and held by persons who are stockholders of Plesk Corp.

Our common stock is presently not traded on any market or securities exchange. The 2,000,000 shares of our common stock can be sold by selling security holders at a fixed price of $0.05 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.05 has been arbitrarily determined. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA, for our common stock to be eligible for trading on the Over the Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.

Investing in our securities involves significant risks. See “Risk Factors” beginning on page 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION 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 information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. The selling security holders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is ____, 2011

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Table of Contents

	Page
Prospectus Summary	1
Risk Factors	5
Risk Factors Relating to Our Company	5
Risk Factors Relating to Our Common Shares	7
The Offering	11
Use of Proceeds	11
Dilution	11
Determination of Offering Price	11
Forward Looking Statements	12
Selling Security holders	12
Plan of Distribution	14
Description of Securities	16
Interest of Named Experts and Counsel	16
Description of Business	16
Description of Property	22
Legal Proceedings	22
Market for Common Equity and Related Stockholder Matters	22
Dividend Policy	22
Share Capital	22
Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
Directors, Executive Officers, Promoters, and Control Persons	25
Director Independence	26
Executive Compensation	26
Security Ownership of Certain Beneficial Owners and Management	27
Certain Relationships and Related Transactions	28
Expenses of Issuance and Distribution	28
Legal Matters	28
Indemnification for Securities Act Liabilities	28
Experts	28
Where You Can Find More Information	29
Financial Statements	F-1
Information not Required in Prospectus	30

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PROSPECTUS SUMMARY

As used in this prospectus, references to the “Company,” “we,” “our” or “us” refer to Plesk Corp., unless the context otherwise indicates.

The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements and the notes to the financial statements.

Corporate Background

Plesk Corp. was incorporated under the laws of the State of Delaware on November 3, 2010. We are a development stage company, which intends to engage in importing consumer electronics, home appliances and plastic housewares from China and reselling them to distributors and retailers within the United States.

Our offices are currently located at 4014 14th Ave. Brooklyn NY, 11218.  Our telephone number is 1-888-414-1634. We have a corporate internet website at the following URL: www.pleskcorp.com. Information contained on our website, or which can be accessed through the website, does not constitute a part of this registration statement.

The Offering

Securities offered:	2,000,000 shares of common stock, par value $.0001
Offering price :	The selling security holders purchased their shares of common stock from the Company at the price of $0.02 per share and will be offering their shares of common stock at an arbitrarily determined price of $0.05 per share. This is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices.
Shares outstanding prior to offering:	9,500,000 shares of common stock.
Shares outstanding after offering:	9,500,000 shares of common stock.
	Our executive officers and directors currently own 78.9% of our outstanding common stock.  As a result, our executive officers and directors have substantial control over all matters submitted to our stockholders for approval.
Market for the common shares:	There has been no market for our securities.  Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the FINRA for our common stock to eligible for trading on the Over The Counter Bulletin Board.  We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.
Use of proceeds:	We will not receive any proceeds from the sale of shares by the selling security holders.

Going Concern Considerations:	As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a net loss of $18,392. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan.
Summary Risk Factors:	Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties summarized below, the risks described under “Risk Factors,” the other information contained in this prospectus and our financial statements and the related notes before you decide whether to invest in our common stock.

Risk Relating to our Company

· We are adevelopment stage company, have generated no revenues to date and have a limited operating history upon which we may be evaluated.

· We are adevelopment stage company, have generated no revenues to date and have a limited operating history upon which we may be evaluated.

· We expect losses in the future because we have no revenue to offset losses.

· Our business model is unproven and our success is dependent on our ability to develop and then expand our customer base.

· Our independent auditor has issued a going concern opinion after reviewing our financial statements; our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

· We are dependent on suppliers for the supply of our products, making us vulnerable to supply problems and price fluctuations, which could cause us to fail to meet the demands of our customers and could adversely affect our financial results to the extent we were unable to find replacement suppliers.

· We are completely dependent on the services of our executive officers. If we should lose their services before we are able to engage and retain qualified employees or consultants to execute our business plan, we may not be able to continue with our business model.

· Since our officers and directors work or consult for other companies, their activities could slow down our operations.

· Our two principal stockholders, who are our officers and directors, own a controlling interest in our voting stock. Therefore investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

· If we incur product liability, warranty and other claims against us, including wrongful death claims, our business, results of operations and financial condition may be harmed.

Risk Factors Relating to Our Common Stock

· We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

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· Our executive officers and directors own a controlling interest in our voting stock and may take actions that are contrary to your interests, including selling their stock.

· Our common stock is subject to the "penny stock" rules of the Securities and Exchange Commission (“SEC”) and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

· The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

· The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment.

· State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

· Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

· If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

· We may be exposed to potential risks and significant expenses resulting from the requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

· Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

· The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.

Summary Financial Information

	For the period from November 3, 2010 (inception) through May 31, 2011 (audited)
Statement of Operations Data
Operating revenues	$	5,916
Income (loss) from operations	$	18,392
Net income (loss)	$	18,417

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Balance Sheet Data (audited):
As of May 31, 2011
Working capital	$	20,530
Total assets	$	21.280
Total liabilities		750
Stockholders’ Deficit	$	20,530

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

Risk Factors Relating to Our Company

We are a development stage company, have generated no revenues to date and have a limited operating history upon which we may be evaluated.

We were incorporated on November 3, 2010, have generated no revenues from operations to date, and have no meaningful assets other than $19,557 in available cash (including $5,916 of accounts receivable) at May 31, 2011. Our limited operating history makes it difficult to evaluate our business on the basis of historical operations. We face all of the risks inherent in a new business and those risks specifically inherent in the business of importing consumer electronics, home appliances and plastic housewares, with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject. Accordingly, we expect to incur substantial operating losses. We cannot assure you that we will be able to generate revenues or profits from operation of our business or that we will be able to generate or sustain profitability in the future.

We expect losses in the future because we have no revenue to offset losses.

As reflected in our financial statements filed in this registration statement, we are in the development stage formed to carry out the activities described in this prospectus. As of May 31, 2011, we have incurred a net loss of $18,392 and used cash in operations of $23,247. As we have no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

Our business model is unproven and our success is dependent on our ability to develop and then expand our customer base.

Our business model is to generate revenues from the sale of consumer electronics, home appliances and plastic housewares imported from China. We cannot guarantee that we will ever be successful in doing this in order to generate revenues in the future. Our business model is new, and our ability to generate revenue is unproven. Therefore, it is not possible for us to predict the future level of demand for the products we intend to sell, or if we will be able to effectuate our business plan. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

Our independent auditor has issued a going concern opinion after reviewing our financial statements; our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

We will be required to expend substantial amounts of working capital in order to acquire and market our proposed products and establish the necessary relationships to implement our business plan. We were incorporated on November 3, 2010. Our operations to date were funded entirely by capital raised from our private offering of securities in May 2011 (the “Offering”). Notwithstanding the Offering, we will continue to require additional financing to execute our business strategy.  We are totally dependent on external sources of financing for the foreseeable future, of which we have no commitments. Our failure to raise additional funds in the future will adversely effect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future could restrict our ability to grow and reduce our ability to continue to conduct business operations. After reviewing our financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders.

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We are dependent on suppliers for the supply of our products, making us vulnerable to supply problems and price fluctuations, which could cause us to fail to meet the demands of our customers and could adversely affect our financial results to the extent we were unable to find replacement suppliers.

We depend on approximately ten (10) major manufacturers to provide us with the products that we resell to retailers and distributors. Suppliers such as Shinewong Industrial Company Ltd., QPS Electronics Company Limited, Ningbo Realgood Industrial Co., Ltd., Richy (Foshan) Trading Co., Ltd., Shanganhome Ningbo Small Electrical Appliance Co., Ltd., Tophome Electric Appliance Co., Ltd,,Hangzhou Xiaoshan Dadongnan Packing Plastic Co.,Ltd. and Lonsid Electric Co., Ltd. will provide us with the products we currently sell.  Our agreements with these manufacturers are non-exclusive and can be terminated at anytime by either party.   The loss of these manufacturers or suppliers could, in the short term, adversely affect our financial results until alternative supply arrangements are secured. In addition, there is no assurance that any new supply arrangements entered into by the Company will have terms as favorable as those contained in current supply arrangements.

We have no customers and we cannot guarantee we will ever have any. Even if we obtain customers, there is no assurance that we will make a profit.

We have no customers. We have not identified any clients and we cannot guarantee we ever will have any. Even if we obtain customers, there is no guarantee that we will be able to locate our customers who will buy our products. If we are unable to attract enough purveyors of their products for resale to us or enough customers to buy the products from us, we will have to suspend or cease operations.

Because we are small and do not have much capital, we must limit marketing our services to potential customer and purveyors. As a result, we may not be able to attract enough clients to operate profitably. If we do not make a profit, we may have to suspend or cease operations.

Because we are small and do not have much capital, we must limit marketing our website to potential clients and purveyors of small electronics. The sale of products via our website is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough clients to buy or purveyors to sell products profitably. If we cannot operate profitably, we may have to suspend or cease operations.

We are completely dependent on the services of our executive officers. If we should lose their services before we are able to engage and retain qualified employees or consultants to execute our business plan, we may not be able to continue with our business model.

The Company’s operations and business strategy are completely dependent upon the knowledge and business contacts of Gavriel Bolotin, our president and principal executive, Treasurer, financial and accounting officer, and Eleizer Mehl, our Secretary.  They are under no contractual obligation to remain employed by us.  If they should choose to leave us for any reason before we have hired suitable replacements, our operations may fail. Even if we are able to find such personnel, it is uncertain whether we could find someone who could develop our business along the lines described herein.  We will fail without Mr. Bolotin or Mr. Mehl or an appropriate replacement(s). We intend to acquire key-man life insurance on the life of Mr. Bolotin or Mr. Mehl naming us as the beneficiary when and if we obtain the resources to do so and provided that Mr. Bolotin or Mr. Mehl remains insurable. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such insurance in the future.  Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel..

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Since our officers and directors work or consult for other companies, their activities could slow down our operations.

Our officers and directors are not required to work exclusively for us and do not devote all of their time to our operations. Therefore, it is possible that a conflict of interest with regard to their time may arise based on their employment for other companies. Their other activities may prevent them from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slow down in operations. It is expected that each of our directors will devote between 5 and 30 hours per week to our operations on an ongoing basis, and will devote whole days and even multiple days per week when required.

Our two principal stockholders, who are our officers and directors, own a controlling interest in our voting stock. Therefore investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

Our officers and directors, in the aggregate, beneficially own approximately or have the right to vote 78.9% of our outstanding common stock. As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval including:

•  election of  our  board  of  directors;

•  removal of  any  of  our  directors;

•  amendment of  our  Articles of Incorporation  or  bylaws;  and

• adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of their ownership and positions, our directors and executive officers collectively are able to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by our directors and executive officers, could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the Company may decrease.  Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

If we incur product liability, warranty and other claims against us, including wrongful death claims, our business, results of operations and financial condition may be harmed.

We may become subject, in the ordinary course of business, to litigation involving product liability and other claims, including wrongful death claims, related to personal injury and warranties. We do not maintain product liability insurance. If we do purchase product liability insurance in the future, we cannot be certain that our insurance coverage will be sufficient to cover all future claims against us. Any increase in the frequency and size of these claims may cause the premiums that we are required to pay for such insurance to raise significantly. It may also increase the amounts we pay in punitive damages, which may not be covered by our insurance.

RISK FACTORS RELATING TO OUR COMMON STOCK

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Certificate of Incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $0.0001 per share, of which 9,500,000 shares are currently issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

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Our executive officers and directors own a controlling interest in our voting stock and may take actions that are contrary to your interests, including selling their stock.

Our officers and directors, in the aggregate, beneficially own approximately 78.9% of our outstanding common stock.  If and when they are able to sell their shares in the market, such sales by our executive officers within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the the value of your investment in the Company.  Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Our common stock is subject to the "penny stock" rules of the Securities and Exchange Commission (“SEC”) and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the 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 we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

We believe that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

 Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

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 Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

 "Boiler room" practices involving high pressure sales tactics and unrealistic price projections  by inexperienced sales persons;

 Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment.

The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our audit firm has not reviewed management's valuation, and therefore expresses no opinion as to the fairness of the offering price as determined by our management. As a result, the price of the common stock in this offering may not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may therefore lose a portion or all of their investment.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

There has not been any established trading market for our common stock, and there is currently no public market whatsoever for our securities. Additionally, no public trading can occur until we file and have declared effective a registration statement with the SEC. There can be no assurances as to whether, subsequent to registration with the SEC:

 any market for our shares will develop;

 the prices at which our common stock will trade; or

 the extent to which investor interest in us will lead to the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of our company and general economic and market conditions.  No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

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If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

The majority of the outstanding shares of our common stock held by present stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement, such as this one (for the shares registered hereunder) or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws.  Pursuant to Rule 144, an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1% of a company's outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the Over-the-Counter Bulletin Board  (if and when listed thereon) is not an "automated quotation system" and, accordingly, market based volume limitations are not available for securities quoted only over the Over-The-Counter Bulletin Board. As a result of the revisions to Rule 144 discussed above, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if we have filed our required reports.  A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of our common stock in any market that may develop.

We may be exposed to potential risks and significant expenses resulting from the requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

If we become registered with the SEC, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees, no products in development, no manufacturing facilities and no intellectual property rights. As we develop our product, obtain regulatory approval, hire employees and consultants and seek to protect our intellectual property rights, our, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

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Because none of our directors are independent, we do not currently have independent audit or compensation committees. As a result, the director has the ability, among other things, to determine his own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.

If we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $25,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient funds to grow our operations.

THE OFFERING

This prospectus relates to the resale by certain selling security holders of the Company of up to 2,000,000 shares of our common stock.  Such shares were offered and sold by us at a purchase price of $0.02 per share to the selling security holders in a fully subscribed private placements completed in May 2011 pursuant to the exemptions from registration under the Securities Act provided by Regulation S of the Securities Act. The Company raised $40,000 in gross proceeds, which were used for working capital purposes. The selling security holders will be offering the shares of common stock being covered by this prospectus at a fixed price of $0.05 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

DILUTION

“Dilution” represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. “Net tangible book value” is the amount that results from subtracting total liabilities and intangible assets from total assets. In this instance, the Company is not offering new shares nor will it receive any proceeds from the offering.  As a result, there is no dilution arising from the offering.

DETERMINATION OF OFFERING PRICE

The selling security holders will be offering the shares of common stock being covered by this prospectus at a fixed price of $0.05 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $.05 has been arbitrarily determined.

Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

SELLING SECURITY HOLDERS

The following table sets forth the shares beneficially owned, as of July 8, 2011, by the selling security holders prior to the offering contemplated by this prospectus, the number of shares each selling security holder is offering by this  prospectus and the number of shares which each would own  beneficially  if all  such  offered  shares  are sold.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

None of the selling security holders is a registered broker-dealer or an affiliate of a registered broker-dealer.  Each of the selling security holders has acquired his, her or its shares pursuant to a private placement solely for investment and not with a view to or for resale or distribution of such securities.  The shares were offered and sold to the selling security holders at a purchase price of $0.02 per share in a fully subscribed private placement held in May 2011, pursuant to the exemption from the registration under the Securities Act provided by Regulation S of the Securities Act.  None of the selling security holders are affiliates or controlled by our affiliates and none of the selling security holders are now or were at any time in the past an officer or director of ours or any of any of our predecessors or affiliates.

The percentages below are calculated based on 9,500,000 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

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Name of Selling Security Holders (1)	Common Shares owned by the Selling Security Holder		Number of Shares Offered by Selling Security Holder		Number of Shares and Percent of Total Issued and Outstanding Held After the Offering
					# of Shares		% of Class
						0		*
Asher Shvartz		50,000		50,000		0		*
Ester Sphadg		50,000		50,000		0		*
Michael Sphadg		50,000		50,000		0		*
Reuven Suliman		50,000		50,000		0		*
Elimelech Titelbum		50,000		50,000		0		*
Israel Trisman		50,000		50,000		0		*
Shlomo Vizel		50,000		50,000		0		*
Natan Wanberger		50,000		50,000		0		*
Yechiel Weiss		50,000		50,000		0		*
Jakob Wieder		50,000		50,000		0		*
Shiran Sason		50,000		50,000		0		*
Sason Tal Meir		50,000		50,000		0		*
Moshe Shafray		50,000		50,000		0		*
Efrayim Shehter		50,000		50,000		0		*
Moshe Shimonovitch		50,000		50,000		0		*
Shimon Aberman		50,000		50,000		0		*
Nacham Cheshin		50,000		50,000		0		*
Israel Dayts		50,000		50,000		0		*
David Deitsh		50,000		50,000		0		*
Moshe Duitch		50,000		50,000		0		*
Yosef Duitch		50,000		50,000		0		*
Shneor Eizenbach		50,000		50,000		0		*
Shalom Erenfeld		50,000		50,000		0		*
David Glike		50,000		50,000		0		*
Nacham Leizerovits		50,000		50,000		0		*
Abrham Ludmir		50,000		50,000		0		*
Mordehai Rabinovitz		50,000		50,000		0		*
Yakov Raizner		50,000		50,000		0		*
Miriam Saiag		50,000		50,000		0		*
Ilan Salomon Taub		50,000		50,000		0		*
Shmuel Klein		50,000		50,000		0		*
Yosef Kluger		50,000		50,000		0		*
Yishay Lederman		50,000		50,000		0		*
Shlomo Lodmir		50,000		50,000		0		*
Yechezkel Kats		50,000		50,000
Miriam Itta Katz		50,000		50,000
Shmuel David Klain		50,000		50,000
Shalom Klein		50,000		50,000
Aharon Hershler		50,000		50,000		0		*

* Represents less than one percent of the total number of shares of common stock outstanding as of the date of this filing.

We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.

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PLAN OF DISTRIBUTION

There has been no market for our securities.  Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to be eligible for trading on the Over the Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.  The selling security holders will be offering the shares of common stock being covered by this prospectus at a fixed price of $0.05 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $.05 has been arbitrarily determined.

 Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling security holders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods: (a) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (b) privately negotiated transactions; (c) market sales (both long and short to the extent permitted under the federal securities laws); (d) at the market to or through market makers or into an existing market for the shares; (e) through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and (f) a combination of any of the aforementioned methods of sale.

In the event of the transfer by any of the selling security holders of its common shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling security holder who has transferred his, her or its shares.

In effecting sales, brokers and dealers engaged by the selling security holders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling security holder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling security holder if such broker-dealer is unable to sell the shares on behalf of the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.

The selling security holders and any broker-dealers or agents that participate with the selling security holders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, any of the selling security holders may pledge shares of common stock pursuant to the margin provisions of customer agreements with brokers. Upon a default by a selling security holder, their broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling security holders intend to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any of the selling security holders defaults under any customer agreement with brokers.

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To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

We and the selling security holders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a selling security holder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling security holders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

Penny Stock Regulations

You should note that our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

Blue Sky Restrictions on Resale

If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as “Blue Sky laws,” with regard to secondary sales.  All states offer a variety of exemption from registration for secondary sales.  Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s.  The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales.

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Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.

When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or will rely on an exemption there from.

DESCRIPTION OF SECURITIES

The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation which has been filed as an exhibit to our registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 9,500,000 shares are issued and outstanding as of July 8, 2011.  Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors.  The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights.  There is no provision in our Certificate of Incorporation or By-laws that would delay, defer or prevent a change in control of our Company.

Preferred Stock

We are not authorized to issue preferred stock.

Warrants and Options

Currently, there are no warrants, options or other convertible securities outstanding.

INTEREST OF NAMED EXPERTS AND COUNSEL

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, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

DESCRIPTION OF BUSINESS

Overview

We were incorporated under the laws of the State of Delaware on November 3, 2010.  We are a development stage company, which plans to engage in the marketing and distribution of consumer electronics, home appliances and plastic housewares, which are manufactured in China. Our product line will include fans, alarm clocks, DVD players, radiators, vacuum cleaners, irons, grills, juice squeezers, deep fryers, pancake makers, slow cookers, blenders, microwaves, sandwich makers, coffee makers, toaster ovens, toasters, MP3 & MP4 players, hot water kettles, USB flash drives, memory cards, folding tables and chairs, cutlery sets and disposable tableware, as well as other trendy small electronic gadgets that come to our attention. We have not generated any significant revenues to date and the only operations we have engaged in, is the creation of the website and the development of a business plan.

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We have no plans to change our business activities or to combine with another business, and we are not aware of any events or circumstances that might cause our plans to change.

Our plan of operation is forward looking and there is no assurance that we will ever begin operations. Our prospects for profitability are not favorable if you consider numerous Internet-based companies have failed to achieve profits with similar plans.

Sourcing of Products

We will not produce the products that we intend to distribute. All of our products will be supplied by manufacturers located in China and Hong Kong, such as Shinewong Industrial Company Ltd., QPS Electronics Company Limited, Ningbo Realgood Industrial Co., Ltd., Richy (Foshan) Trading Co., Ltd., Shanganhome Ningbo Small Electrical Appliance Co., Ltd., Tophome Electric Appliance Co., Ltd,, Hangzhou Xiaoshan Dadongnan Packing Plastic Co., Ltd. and Lonsid Electric Co., Ltd. We do not expect the lack of availability of items from one of these suppliers to have a material impact on our operations. We intend to form relationships with other recognized companies but we do not expect to enter into long-term supply agreements with any one of them so that we do not obligate ourselves to any one manufacturer. We anticipate ordering products from various suppliers via purchase orders. Notwithstanding the foregoing statement, we may enter into supply agreements if their terms are favorable to us.

Distribution

The Company will not be involved with the design and function of the products it sells. The Company intends to buy consumer electronics, home appliances and plastic housewares from manufacturers in China which the Company will sell through its website to a network of international distributors and retailers. Products will be bulk shipped from China via sea cargo carriers to US ports, cleared through customs and will be freighted into our distribution centers to be ultimately sent on to Plesk's customers. All shipping costs will be borne by our customers.

We estimate that the process will take 6 to 8 weeks. Any deviation from this planned routine might increase product costs. Any deviations from this course of transit such as dock worker strikes, increases in fuel costs, expedited delivery times, customs delays, shipment damage, lost cargo and other unforeseen issues can result in unsatisfied customers.

As all product transportation and movement activities are dependent on fuel, this commodity might significantly affect the costs of our goods from origination through to final destination and continuing with shipping on returned goods. It is unlikely that any short run increase in fuel prices be passed along to consumers.

Website

Our website www.pleskcorp.com is currently functional but still under minor development and will allow us to make retail sales of home appliances and small electronics, promote our products in an attractive fashion, and communicate with our customers on-line.

The website is intended to be a destination site for distributors and retailers of household appliances and small electronics. As we are able to enter into strategic relationships with manufacturers of electronic products, we intend to expand the products available on our website. Ultimately we hope that our website will become a “one-stop shopping” destination for our customers which will significantly enhance the efficiency of the purchasing process simultaneously reducing the time and cost of finding reasonably priced small electronics. We intend to continually source out and negotiate strategic relationships with individual suppliers and manufacturers so that we can offer their products on our website.

Other than investigating potential technologies in support of our business purpose, we have had no material business operations since inception in November 2010. To date we have made one sale which generated $2,792 in gross profits. At present, we have yet to acquire or develop the necessary technology assets in support of the internet segment of our business purpose to become a supplier focused on the distribution of consumer electronics, home appliances and plastic housewares.

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Convenient Shopping Experience

Our website will provide customers with an easy-to-use interface. The website will be available 24 hours a day, seven days a week and will be reached from the customer’s home or office. Our website will enable us to deliver a broad selection of products to merchants in rural or other locations that do not have convenient access to large suppliers. We also intend to make the shopping experience convenient by categorizing our products into easy-to-shop departments. These include: Fans, Alarm Clocks, DVD Players, Radiators, Vacuum Cleaners Irons, Grills, Juice squeezers, Deep Fryers, Pancake makers, Slow Cookers, Blenders, Microwaves, Sandwich makers, Coffee Makers, Toaster Ovens, Toasters, MP3 & MP4 Players, Hot Water Kettles, USB Flash Drives, Memory cards, Folding tables and chairs, cutlery sets and disposable tableware.

Customer Service

We intend to provide a customer service department via our toll free number 1-888-414-1634 and email where customers can resolve order and product questions. Furthermore, we will insure our customers’ satisfaction by offering a money back guarantee.

Shopping at our Online Store

Our website will be located at www.pleskcorp.com. We believe that the sale of consumer electronics, home appliances and plastic housewares on the internet can offer attractive benefits to customers. These include enhanced selection, convenience, quality, ease-of-use, depth of content and information, and competitive pricing. Key features of our online store will include:

Browsing

Our website will offer consumers several subject areas and special features arranged in a simple, easy-to-use format intended to enhance product selection. By clicking on a category names, the customer will move directly to the home page of the desired category and can view promotions and featured products.

Selecting a Product

To purchase products, customers will need to contact us for a quote via email. The customer will have to give us details of the inquiry such as Name, Address, product, quantity, shipping destination etc. When all the terms and conditions are worked out the customer will need to choose a payment method.

Paying

When a customer is ready to place an order they will need to use a credit card or send a wire transfer as the payment method. When we receive the funds from the customer we place the order with the manufacturer.

We offer our customers a full refund for any reason if the customer returns the purchased item within thirty days from the date of sale in the same condition it was sold to the customer. After thirty days, we will not refund any money to a customer.

Revenue

We intend to generate revenue from three sources on the website:

1.  Revenues will be generated from sale of products to customers. We would order products on behalf of our customers directly from our suppliers at the time of the order being received from a customer and the products would be shipped directly to the customer. That way we avoid having to carry any inventory that can be costly and become obsolete. We would earn revenue based on the difference between our negotiated price for the product with our suppliers and the price that the customer pays.

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2.    We plan to offer banner advertising on our website for new manufacturers hoping to launch new products.

3.    Finally, we plan to earn revenues for special promotions to enable manufacturers to launch new products - we would sell “premium shelf space” on our website.

We intend to develop and maintain a database of all current customers and manufacturers of consumer electronics, home appliances and plastic housewares.

We intend to develop and launch an advertising campaign to introduce our website to potential customers.

Marketing

We intend to market our website internationally. We intend to target distributors and retailers of consumer electronics, home appliances and plastic housewares. We intend to offer our products for sale on our website and/or to provide direct links to other websites which we believe will stimulate an interest in our products. In addition to offering an ever-changing and continually growing array of products for sale, the website will also feature industry information about the products we sell. We will utilize inbound links that connect directly to our website from other sites. Potential customers can simply click on these links to become connected to our website from search engines and community and affinity sites.

Target Market

With today’s competitive prices of the electronics and home appliances market, the target market for our products incorporates solely to other international wholesalers and distributors as well as directly to retail chains. We will not target the general public consumer.

Marketing Strategy

The Company’s marketing strategy relies on the following guideline:

Website Promotion: The Company intends to use the services of WPRS (Website Promotion & Ranking Services) to promote the company’s website. WPRS is a company that focuses on small and medium size businesses that need professional, effective website promotion services but don't have massive marketing budgets. It meets their needs with responsibly-priced SEO (Search Engine Optimization) services that have demonstrated a proven track record of boosting rankings, traffic and sales. WPRS offers services such as: Keyword Research & Selection, In-depth Site Auditing and Competitor’s Research, Website Architecture Analysis & Recommendation and Targeting Long Tail Keywords for Additional Traffic, etc. These factors will help promote the Company’s website.

Telemarketing:The Company will hire a team of 5-10 telemarketing agents who will act as sales representatives on behalf of the company. This telemarketing team will target potential distributors or store owners in an attempt to offer our services.

Online and offline Ads:Initially the company will advertise on 5 major online and offline newspapers, in the future an additional 5 major online and offline newspapers will be added. Following are some of the major online newspapers the Company will advertise with: NY Times, Washington Post, USA Today, Miami Herald.

Online Business Directory: In addition to the online advertisements the Company will list itself on a few Online Business directories such as:

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USA Export Import Portal (http://www.usaexportimport.com): USA Export Import is a new generation Vertical Portal (Vortal) focused primarily on export-import business and the international trading. It represents a large-scale (320,000+ page) US-based Export Import Industry b2b Portal, Directory, Trade boards and more while featuring industry-specific information, solutions, resources, services, trade leads, forums, tools, tariffs, duties, taxes and more. The Global Export Import Directory (run by USA Export Import Portal) has a number of results-oriented, easy to implement and affordable advertising options especially tailored for manufacturers, wholesalers, distributors, export import focused companies, departments and organizations, listed and shortly defined are the current advertising options:

· Featured Companies - Featured Company Listing, the Company listing will always appear on top of all Standard company listings within the USA and industry sector.

· Banner advertising - Unlimited number of impressions and clicks for banner ads rotating throughout the entire directory and portal both over 320,000 pages per year.

· Editor's Pick Text Ads - Small target messages appearing on the right side as Editor's Pick of each single page across the entire directory of over 300,000 pages.

· Home page - Featuring the Company on the home page of the directory (Company name, short description and hyper link to the company’s web site). Reach thousands of export import industry oriented visitors that enter our home page daily.

For a discounted price this advertising and marketing campaign will continue 12 months, offering maximum flexibility to measure, control, and adequately update or change the campaign at any time wanted.

Additionally the company will list itself on B2BYellowpages.com (http://www.b2byellowpages.com). B2BYellowpages.com is one of the first vertical online yellow pages for business-to-business (b2b) advertising and commerce. The b2bYellowpages.com directory has grown to include over 100,000 industry specific categories within more than 70 vertical communities, including geographic categories for each town and city throughout the United States.

Competition

The electronic commerce market is intensely competitive. The market for information resources is more mature but also intensely competitive. We expect competition to continue to intensify in the future. Competitors include companies with substantial customer bases in the computer and other technical fields. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, marketing, service, support, technical and other resources. Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse effect on our business, financial condition and results of operations.

There are numerous website that offer the same services we will be offering and will be our major competitors. Our competitive position within the industry is negligible in light of the fact that we have not started our operations. Older, well established distributors with records of success will attract qualified clients away from us. Since we have not started operations, we cannot compete with them on the basis of reputation. We do expect to compete with them on the basis of price and services. We intend to be able to attract and retain customers by offering a breadth of product selection which is different from the norm. We intend to offer attractive, competitive pricing and will be responsive to all our customers’ needs. Our competitors include:

Z. Reiss & Associates

ZReiss serves hundreds of electronics, digital imaging, and computer retailers and government agencies nationwide, offering them access to a vast, multi-million dollar inventory that encompasses everything from consumer electronics, telephones, and home office, to LCD TV's, PDA's, DVD's, digital imaging, flash memory, computer peripherals, printers, photographic supply and more

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Buy 4 Less Electronics Inc.

Buy 4 Less Electronics Inc. is a Wholesale Distributor, Liquidator, and Exporter of Name-Brand Consumer Electronics, Photo, and Computer products. They buy large quantities of product and offer at wholesale cost to large and small businesses and retailers worldwide.

365 Wholesale

365 Wholesale is a very established importing and Distributing company.

Price Master Corp.

Price Master Corp. is a national distributor of convenience and dollar store products and they have an inventory of over 3000 product lines that include products from leading brands.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us which could cause us to cease operations.

Government Regulation

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.

We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.

In addition, because our products are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.

Employees

We are a development stage company and have no employees other than our executive officers, Gavriel Bolotin and Eliezer Mehl, who are also members of our board of directors. All functions including development, strategy, negotiations and administration are currently being provided by our executive officers on a voluntary basis. The Company intends to hire a team of 5-10 telemarketing agents who will act as sales representatives on behalf of the company. This telemarketing team will target potential distributors or store owners in an attempt to offer our services. We will also hire additional employees on an as needed basis.

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Seasonality

As with most other specialty retailers, our net sales and operating revenues, operating income and cash flows will be greater during the winter holiday season than during other periods of the year.

DESCRIPTION OF PROPERTY

The Company’s executive office is located in the home of our president Gavriel Bolotin and is located at 4014 14th Ave. Brooklyn, NY 11218. We use approximately 100 square feet of space in his home on a rent free basis.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the FINRA for our common stock to be eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Dividend Policy

We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future.  Declaration  or  payment  of  dividends,  if  any, in the future, will be at the discretion  of  our  Board  of  Directors  and  will  depend on our then current financial  condition,  results  of  operations, capital  requirements and other factors  deemed  relevant  by  the  board  of  directors. There are no contractual restrictions on our ability to declare or pay dividends.

SHARE CAPITAL

Security Holders

As of July 8, 2011, there were 9,500,000 common shares issued and outstanding, which were held by 42 stockholders of record.

Transfer Agent

We have not engaged a transfer agent to serve as transfer agent for shares of our common stock.  Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.

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Admission to Quotation on the OTC Bulletin Board

We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board. However, we do not have a market maker that has agreed to file such application.  If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it

(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and

(2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges.

To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of Plesk Corp, and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made.  We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Overview

We were incorporated under the laws of the State of Delaware on November 3, 2010.  We are a development company, which plans to engage in the marketing and distribution of consumer electronics, home appliances and plastic housewares which are manufactured in China. Our product line will include fans, alarm clocks, DVD players, radiators, vacuum cleaners, irons, grills, juice squeezers, deep fryers, pancake makers, slow cookers, blenders, microwaves, sandwich makers, coffee makers, toaster ovens, toasters, MP3 & MP4 players, hot water kettles, USB flash drives, memory cards, folding tables and chairs, cutlery sets and disposable tableware, as well as other trendy small electronic gadgets that come to our attention. To date we had one sale in the amount of $3,124 which generated $2,792 in gross profits.

We have no plans to change our business activities or to combine with another business, and we are not aware of any events or circumstances that might cause its plans to change.

We have not begun operations. Our plan of operation is forward looking and there is no assurance that we will ever begin operations. Our prospects for profitability are not favorable if you consider numerous Internet-based companies have failed to achieve profits with similar plans.

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Plan of Operation

Our specific goal is to profitably sell a comprehensive supply of household appliances and electronic devices on our Internet website primarily to distributors and retailers of these productsWe do not intend to hire employees until we are fully operational. Our officers and directors will handle our administrative duties.

The Company estimates that it will require an approximate minimum of $85,000 in the next 12 months to implement its activities.  Such funds will be needed for the following purposes:

Purpose	Allocated
Website Maintenance	$	20,000
Advertising / Marketing	$	30,000
Travel	$	10,000
Cost of operating as a public company	$	25,000
Total	$	85,000

Our website is currently fully functional; although we are adding more content the site is functional. We intend to continue enhancing our website into a state of the art website to promote our products. We are contractually obligated to pay the following to Ulano Web Design for the design and maintenance of our web site:

May 1, 2012	$	5,000
August 1,2012	$	5,000
November 1, 2012	$	5,000
February 1, 2012	$	5,000

As of the date of this prospectus, we have spent nothing developing our site. We offer consumer electronics, home appliances and plastic housewares products for sale on our website and/or provide direct links to other websites which we believe will stimulate and interest in our products. In addition to offering an ever-changing and continually growing array of products for sale, the website will also feature industry information about the products we sell. We will conduct research into existing databases available via the Internet to target and extract the applicable names and contacts to create our own customized database. We intend to look into the databases of suppliers and manufacturers of household appliances and small electronics. The cost of the foregoing will be up to $20,000.

Marketing and advertising will be focused on promoting our website to prospective product distributors and retailers. The advertising campaign may also include the design and printing of various sales materials (see Marketing Strategy above). We intend to market our website through traditional sources such as advertising in magazines, newspaper advertising, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email. Advertising and promotion will be an ongoing effort but the initial cost of developing the campaign is estimated to cost between $15,000 to $30,000.

Once the company generates revenues, we intend to hire a team of 5-10 telemarketing agents who will act as sales representatives on behalf of the Company. This telemarketing team will target potential distributors or store owners in an attempt to introduce them to our website. We will also hire additional employees on an as needed basis.

We anticipate that we will generate revenues as soon as we launch our marketing strategy, which we anticipate occuring within the next 3 months.

We will not be conducting any research. We are not going to buy or sell any plant or significant equipment during the next twelve months.

We currently do no have sufficient funds to implement our planned activities and will require additional financing. With adequate funding we feel that we will be well positioned to execute our business plan.

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Liquidity and Capital Resources

As of July 8, 2011, the Company had a cash balance of $13,045.51. The Company does not believe that such funds will be sufficient to fund its expenses over the next twelve months.  Although the Company raised $40,000 in a fully subscribed private placement completed in May 2011, there can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.  Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

Results of Operations

As of May 31, 2011, the Company had $13,641 in cash. We believe that such funds will not be sufficient to effectuate our plans with respect the Company’s products over the next twelve months. We will need to seek additional capital for the purpose of financing our marketing efforts.

Revenues

The Company is in its development stage and did not generate any revenues during the period from November 3, 2010 (inception) through May 31, 2011, other than a sale of bluetooth headsets which generated gross profits of $2,792.

Total operating expenses

During period from November 3, 2010 (inception) to May 31, 2011, the total operating expenses were $13,750 , which include legal and professional accounting fees associated with filing this registration statement in the amount of $13,750 and general and administrative expenses of $7,434.

Net loss

During the period from November 3, 2010 (Inception) through May 31, 2011, the Company had a net loss of $18,392.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

D. Brooks and Associates CPA's, P.A., an independent registered public accounting firm,is our auditors. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.

Name and Business Address	Age	Position
Gavriel Bolotin	26	President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director
Eliezer Mehl	23	Secretary and Director

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Gavriel Bolotin has been the President, Chief Executive Officer, Chief Financial Officer, Treasurer, and a director of the Company since its inception. In addition to his position with Plesk Corp., since March 2008, Mr. Bolotin has been a sales manager of Sabra Dipping Company in Brooklyn NY. Sabra Dipping Company is the leading manufacturer of authentic Mediterranean-style refrigerated dips and spreads.  From March 2006 through February 2008, Mr. Bolotin was an assistant sales manager of Sterns Exclusive Furniture in Brooklyn NY and from January 2005 to March 2006, Mr. Bolotin was a salesman at Zemels Supermarket in Brooklyn NY. From the year September 2000 through July 2004 Mr. Bolotin studied at the Bobov Yeshiva High School in Brooklyn NY.

Eliezer Mehl has been the Secretary and a director of the Company since its inception.  He has been a Manager of the recruitment unit of Agel enterprises, an international multi level marketing company since June 2009, where he supervises the process of recruiting new potential customers, customer service and arranging public meetings. From September 2006 to June 2009, Mr. Mehl was a telemarketing superviser at Bonei Olam, a worldwide organization that assists with funding for all aspects of infertility related treatments. From the year September 2002 through June 2005 Mr. Mehl studied at the Yeshiva Chassidei Gur High School in Brooklyn NY.

There are no familial relationships among any of our officers or directors.  None of our directors or officers is a director in any other reporting companies.  None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders.  Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

Auditors; Code of Ethics; Financial Expert

Our principal independent registered public accountanting firm is D. Brooks and Associates CPA's, P.A. We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.  Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions.  We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

 EXECUTIVE COMPENSATION

Since our incorporation on November 3, 2010, we have not paid any compensation to our directors or officers in consideration for their services rendered to our Company in their capacity as such.  We have no employment agreements with any of our directors or executive officers.  We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

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Since our incorporation on November 3, 2010, no stock options or stock appreciation rights were granted to any of our directors or executive officers.  We have no equity incentive plans.

Outstanding Equity Awards

Since our incorporation on November 3, 2010, none of our directors or executive officers has held unexercised options, stock that had not vested, or equity incentive plan awards.

Compensation of Directors

Since our incorporation on November 3, 2010, no compensation has been paid to any of our directors in consideration for their services rendered in their capacity as directors.

No arrangements are presently in place regarding compensation to directors for their services as directors or for committee participation or special assignments.

Outstanding Equity Awards

Our executive officers and directors do not have unexercised options, stock that has not vested, or equity incentive plan awards.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of July 8, 2011, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 9,500,000 shares of our common stock issued and outstanding as of July 8, 2011.  We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.  Unless otherwise indicated, the address of each person listed is c/o Plesk Corp., 4014 14th Avenue, Brooklyn, New York 11218.  Our telephone number is 1-888-414-1634.

Name of Beneficial Owner	Title Of Class	Amount and Nature of Beneficial Ownership		Percent of Class
Mr. Gavriel Bolotin	Common		5,000,000		52.6	%
Mr. Eliezer Mehl	Common		2,500,000		26.3	%
Directors and Officers as a Group (2 persons)	Common		7,500,000		78.9	%

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November 3, 2010, we issued 5,000,000 shares of our common stock to Mr. Gavriel Bolotin, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director of the Company.  These shares were issued in exchange for cash in the amount of $500. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Bolotin is an officer and director of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

On November 3, 2010, we issued 2,500,000 shares of our common stock to Mr. Eliezer Mehl, the Secretary and a director of the Company.  These shares were issued in exchange for cash consideration of $250.  The shares were issued under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Mehl is an officer and director of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

Since inception through May 31, 2011, the president of the Company has provided office space to the Company and other office administrative resources to the Company at no cost.

EXPENSES OF ISSUANCE AND DISTRIBUTION

We have agreed to pay all expenses incident to the offering and sale to the public of the shares being registered other than any commissions and discounts of underwriters, dealers or agents and any transfer taxes, which shall be borne by the selling security holders. The expenses which we are paying are set forth in the following table. All of the amounts shown are estimates except the SEC registration fee.

Nature of Expense	Amount
Accounting fees and expenses*	$	3,500
SEC registration fee	$	11.61
Legal  fees  and  other expenses*	$	7,000
Total	$	10,511.76

*Estimated Expenses.

LEGAL MATTERS

David Lubin & Associates, PLLC has opined on the validity of the shares of common stock being offered hereby.

EXPERTS

The financial statements included in this prospectus and in the registration statement have been audited by . D. Brooks and Associates CPA's, P.A., an independent registered public accounting firm, to the extent and for the period 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.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our By-laws provide to the fullest extent permitted by law, our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act with the SEC for the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For additional information about us and our securities, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract or any other documents to which we refer are not necessarily complete. In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference. Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies may be obtained at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.

You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference rooms. Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC at http://www.sec.gov.

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby.  All such expenses will be borne by the Company; none shall be borne by any selling security holders.

Securities and Exchange Commission registration fee	$	11.61
Legal fees and miscellaneous expenses (*)	$	7,000
Accounting fees and expenses (*)	$	3,500
Total (*)	$	10,511.76

(*) Estimated.

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Our officers and directors are indemnified as provided by the Delaware General Corporation Law and our bylaws.

Under the Delaware General Corporation Law, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Certificate of Incorporation.  Our Certificate of Incorporation do not specifically limit our directors' immunity.  Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law; provided, however, that we may modify the extent of such indemnification by  individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in  connection  with any  proceeding, or part thereof, initiated by such person unless such indemnification:  (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Delaware law or (d) is required to be made pursuant to the bylaws.

Our bylaws also provide that we may indemnify a director or former director of subsidiary corporation and we may indemnify our officers, employees or agents, or the officers, employees or agents of a subsidiary corporation and the heirs and personal representatives of any such person, against all expenses incurred by the person relating to a judgment, criminal charge, administrative action or other proceeding to which he or she is a party by reason of being or having been one of our directors, officers or employees.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.

RECENT SALES OF UNREGISTERED SECURITIES

On November 3, 2010, we issued 5,000,000 shares of our common stock to Mr. Gavriel Bolotin, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director of the Company.  These shares were issued in exchange for cash in the amount of $500. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Bolotin is an officer and director of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

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On November 3, 2010, we issued 2,500,000 shares of our common stock to Mr. Eliezer Mehl, the Secretary and a director of the Company.  These shares were issued in exchange for cash consideration of $250.  The shares were issued under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Mehl is an officer and director of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering

In between January and May 2011, we issued 2,000,000 shares of common stock to 40 investors in a fully subscribed private placement made pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation S.  The consideration paid for such shares was $0.02 per share, amounting in the aggregate to $40,000.

EXHIBITS

The following exhibits are filed as part of this registration statement:

Exhibit	Description
3.1	Certificate of Incorporation of Registrant*
3.2	By-Laws of Registrant*
5.1	Opinion of David Lubin & Associates, PLLC regarding the legality of the securities being registered*
10.1	Form of Regulation S Subscription Agreement*
10.2	Agreement dated May 1, 2011 with Ulano Web Design*
23.1	Consent of  D. Brooks and Associates CPA's, P.A.*
23.2	Consent of David Lubin & Associates, PLLC (included in Exhibit 5.1)*

* Filed herewith

31

UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(a)(1) File, during anyperiod in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) 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 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) and 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 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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, the registrant will, unless in the opinion of its 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.

32

(c) That, for the purpose of determining liability under the Securities Act to any purchaser:

Each prospectus filed pursuant to Rule 424(b) 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, 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.

33

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form S-1 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brooklyn, State of New York, on July 19, 2011.

PLESK CORP.
By:	/s/ Gavriel Bolotin
Name: Gavriel Bolotin
Title:   President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gavriel Bolotin, his or her true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Date:	Signature:	Name:	Title:
July 19, 2011	/s/ Gavriel Bolotin	Gavriel Bolotin	President, Chief Executive
			Officer, Chief Financial Officer, Treasurer,  and Director (Principal Executive, Financial and Accounting Officer)
July 19, 2011	/s/Eliezer Mehl	Eliezer Mehl	Secretary and Director

34

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

MAY 31, 2011

Report of Registered Independent Accounting Firm	F-2
Balance Sheet as of May 31, 2011	F-3
Statement of Operations for the Period from November 3, 2010 (Inception) Through  May 31, 2011	F-4
Statement of Stockholders’ Equity for the Period  from November 3, 2010 (Inception) Through May 31, 2011	F-5
Statement of Cash Flows for the Period from November 3, 2010 (Inception) Through May 31, 2011	F-6
Notes to Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Plesk Corp.

(A Development Stage Company)

We have audited the accompanying balance sheet of Plesk Corp. (a development stage company) as of May 31, 2011, and the related statements of operations, stockholders’ equity, and cash flows for the period from November 3, 2010 (inception) through May 31, 2011. Plesk Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Plesk Corp. (a development stage company) as of May 31, 2011 and the results of its operations and its cash flows for the period from November 3, 2010 (inception) through May 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is in the development stage and has limited revenues to cover its operating costs. As such, it has incurred an operating loss since inception. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

D. Brooks and Associates CPA’s P.A.

West Palm Beach, FL

June 30, 2011

D. Brooks and Associates CPA’s, P.A. 8918 Marlamoor Lane, West Palm Beach, FL 33412 – (954) 592-2507

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF MAY 31, 2011

Current Assets:
Cash and cash equivalents	$	13,641
Accounts receivable		5,916
Total current assets		19,557
Property and Equipment:
Computer equipment		2,034
Less: accumulated depreciation		(311	)
Total property and equipment, net		1,723
Total Assets	$	21,280
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	750
Total current liabilities		750
Total liabilities		750
Commitments and Contingencies
Stockholders' Equity:
Common stock, par value $.0001 per share, 100,000,000 shares authorized; 9,500,000 shares issued and outstanding		950
Additional paid-in capital		37,972
Deficit accumulated during the development stage		(18,392	)
Total stockholders' equity		20,530
Total Liabilities and Stockholders' Equity	$	21,280

The accompanying notes to financial statements are an integral part of these statements.

F-3

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM NOVEMBER 3, 2010 (INCEPTION) THROUGH MAY 31, 2011

Revenue	$	5,916
Cost of Goods Sold		3,124
Gross Profit	$	2,792
Expenses:
General and administrative		3,188
Professional fees		13,750
Telephone		1,641
Travel expenses		2,605
Total expenses		21,184
Loss from Operations		(18,392	)
Provision for Income Taxes		-
Net Loss	$	(18,392	)
Loss Per Common Share:
Loss per common share - Basic and Diluted	$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		7,005,024

The accompanying notes to financial statements are an integral part of these statements.

F-4

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM NOVEMBER 3, 2010 (INCEPTION) THROUGH MAY 31, 2011

					Additional			Deficit Accumulated
	Common stock				Paid-in			During the Development
	Shares		Amount		Capital			Stage			Totals
Balance - November 3, 2010 (inception)		-	$	-	$	-		$	-		$	-
Common stock issued to founders for cash ($0.001 per share)		7,500,000		750		-			-			750
Common stock issued for cash ($0.02 per share)		2,000,000		200		39,800			-			40,000
Payment of common stock issuance costs		-		-		(1,828	)		-			(1,828	)
Net loss for the period		-		-		-			(18,392	)		(18,392	)
Balance - May 31, 2011		9,500,000	$	950	$	37,972		$	(18,392	)	$	20,530

The accompanying notes to financial statements are an integral part of these statements.

F-5

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM NOVEMBER 3, 2010 (INCEPTION) THROUGH MAY 31, 2011

Operating Activities:
Net loss	$	(18,392	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		311
Changes in net assets and liabilities:
Accounts receivable		(5,916	)
Accounts payable and accrued liabilities		750
Net Cash Used in Operating Activities		(23,247	)
Investing Activities:
Purchase of computer equipment		(2,034	)
Net Cash Used in Investing Activities		(2,034	)
Financing Activities:
Proceeds from the sale of common stock, net of offering costs of $1,828		38,922
Net Cash Provided by Financing Activities		38,922
Net Increase in Cash		13,641
Cash - Beginning of Period		-
Cash - End of Period	$	13,641
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-
Income taxes	$	-

The accompanying notes to financial statements are an integral part of these statements.

F-6

PLESK CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2011

Note 1. Summary of Significant Accounting Policies

Basis of Presentation and Organization

Plesk Corp. (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to import consumer electronics, home appliances and plastic housewares. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

Development Stage

As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Accounts Receivable

The Company extends non-interest-bearing trade credit to its customers in the ordinary course of business.  The Company maintains an allowance for doubtful accounts receivable based upon historical collection experience and expected collectability of the accounts receivable.  In an effort to reduce credit risk, the Company (i) has established credit limits for all of its customer relationships, (ii) performs ongoing credit evaluations of customers’ financial condition, (iii) monitors the payment history and aging of customers’ receivables, and (iv) monitors open orders against an individual customer’s outstanding receivable balance.

Property and Equipment

Property and equipment consists of computer equipment, which is stated at cost and depreciated using the straight-line method based on an estimated useful life of three years.  Depreciation expense totaled $311 for the period from November 3, 2010 (inception) through May 31, 2011.

Expenditures for maintenance and repairs are charged to expense as incurred.  When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.

F-7

Revenue Recognition

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Shipping and Handling Costs

Shipping and handling costs are included in cost of goods sold on the accompanying statement of operations and totaled $574 for the period from November 3, 2010 (inception) through May 31, 2011.

Advertising and Promotion Costs

Advertising and marketing costs are expensed as incurred and totaled $422 for the period from November 3, 2010 (inception) through May 31, 2011.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended May 31, 2011.

Income Taxes

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes.  It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties.  The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States.   All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions.

The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of May 31, 2011, the carrying value of accounts receivable, accounts payable loans from related parties, and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

F-8

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and revenues and expenses for the period from November 3, 2010 (inception) through May 31, 2011. Actual results could differ from those estimates made by management.

Fiscal Year End

The Company has adopted a fiscal year end of May 31.

Recent Accounting Pronouncements

In April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-017). ASU 2010-017 provides guidance in applying the milestone method of revenue recognition to research or development arrangements. This guidance concludes that the milestone method is a valid application of the proportional performance model when applied to research or development arrangements. Accordingly, an entity can make an accounting policy election to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

In February 2010, the FASB issued amended guidance on subsequent events. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and the Company adopted these new requirements upon issuance of this guidance.

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements (ASU No. 2010-06). ASU No. 2010-06 requires: (1) fair value disclosures of assets and liabilities by class; (2) disclosures about significant transfers in and out of Levels 1 and 2 on the fair value hierarchy, in addition to Level 3; (3) purchases, sales, issuances, and settlements be disclosed on gross basis on the reconciliation of beginning and ending balances of Level 3 assets and liabilities; and (4) disclosures about valuation methods and inputs used to measure the fair value of Level 2 assets and liabilities. ASU No. 2010-06 becomes effective for the first financial reporting period beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 assets and liabilities which will be effective for fiscal years beginning after December 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

F-9

In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements: a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13 establishes a selling-price hierarchy for determining the selling price of each element within a multiple-deliverable arrangement. Specifically, the selling price assigned to each deliverable is to be based on vendor-specific objective evidence (VSOE) if available, third-party evidence, if VSOE is unavailable, and estimated selling prices if neither VSOE or third-party evidence is available. In addition, ASU 2009-13 eliminates the residual method of allocating arrangement consideration and instead requires allocation using the relative selling price method. ASU 2009-13 will be effective prospectively for multiple-deliverable revenue arrangements entered into, or materially modified, in fiscal years beginning on or after June 15, 2010 The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

In August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value (ASU 2009-05). ASU 2009-05 provides guidance in measuring the fair value of a liability when a quoted price in an active market does not exist for an identical liability or when a liability is subject to restrictions on its transfer. ASU 2009-15 was effective for the Company beginning with the quarter ended December 31, 2009. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Note 2. Concentration of Credit Risk

All of the Company’s sales and accounts receivable as of, and for the period from November 3, 2010 (inception) through, May 31, 2011 is attributed to one customer.  All of the related purchases were from one vendor.

Note 3.  Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has net losses for the period from November 3, 2010 (inception) to May 31, 2011 of $18,392.  Implementation of the Company’s business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management’s Plans

Management’s goal is to profitably sell a comprehensive supply of household appliances and electronic devices on its Internet website primarily to distributors and retailers of these products. The Company has begun to establish its office and acquire the equipment needed to begin operations. The Company does not intend to hire employees until it is fully operational. Its officers and directors will provide all necessary administrative services until such time.

F-10

The Company plans to complete construction of and continue enhancing its website. Management will focus its marketing and advertising efforts on promoting its website to prospective product distributors and retailers through traditional sources such as advertising in magazines, newspaper advertising, billboards, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email.

Once the website is fully functional, management intends to hire a team of 5-10 telemarketing agents who will act as sales representatives on behalf of the Company. This telemarketing team will target potential distributors or store owners in an attempt to introduce them to the website. Management will also hire additional employees on an as needed basis.

Management anticipates that the Company will generate revenues as soon as it is able to offer products for sale on its website.

There can be no assurance that the Company will be successful in implementing its plans or achieving profitable operations.

Note 4.  Common Stock

On December 8, 2010, the Company issued 7,500,000 shares of common stock to the officers and directors of the Company for cash proceeds of $750.

On December 8, 2010 the Company began a capital formation activity through a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933, to raise up to $40,000 through the issuance of 2,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.02 per share. As of May 31, 2011, the Company had received $40,000 in proceeds from the PPO.

Note 5. Income Taxes

The provision for income taxes for the period from November 3, 2010 (inception) through May 31, 2011 consisted of the following:

Current
Federal	$	-
State		-
Deferred
Federal		4,236
State		-
Change in valuation allowance		(4,236	)
	$	-

The Company’s income tax rate computed at the statutory federal rate of 23% differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance.

	November 3, 2010
	(Inception) Through
	May 31, 2011
Income tax at statutory rate		23.00	%
Change in valuation allowance		(23.00	)
Total		0.00	%

F-11

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.   Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.  Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance.  The Company’s deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets.

The tax effects of temporary differences that give rise to the Company’s deferred tax asset as of May 31, 2011 are as follows:

Net operating loss	$	4,236
Gross deferred tax assets:		4,236
Less:  valuation allowance		(4,236	)
Net deferred tax asset	$	-

As of May 31, 2011 the Company had a net operating loss carry-forward of approximately $18,417 which may be used to offset future taxable income and expires in 2031.

Note 6.   Related Party and Transactions

On December 8, 2010, the Company issued 7,500,000 shares of common stock to the officers and directors of the Company for cash proceeds of $750.

Note 7.  Commitments

In November 2010, the Company entered into an agreement for website design and maintenance services to be provided over a two year period beginning in May 2011.  Pursuant to the terms of the agreement, the total fee of $20,000 is payable in four installments of $5,000 each in May 2012, August 2012, November 2012 and February 2013.  The Company can defer payment pursuant to the agreement in the event the Company has not generated sufficient revenue.

F-12

EX-3.1

EX-3.2

BYLAWS

OF

PLESK CORP.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.  CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a Vice-Chief Executive Officer and by the Chief Financial Officer or an Assistant Financial Officer or the Secretary or an Assistant Secretary of the corporation.  Any or all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions 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.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2.  UNCERTIFICATED SHARES.  Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares.  Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

EX-5.1

David Lubin & Associates, PLLC

10 Union Avenue

Suite 5

Lynbrook, New York 11563

Telephone: (516) 887-8200

Facsimile: 516-887-8250

david@dlubinassociates.com

July 19, 2011

Plesk Corp.

4014 14th Ave.

Brooklyn, NY 11218

Attention: Gavriel Bolotin

Re:           Registration Statement on Form S-1

Gentlemen:

We have acted as counsel to Plesk Corp. (the "Company") in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the proposed resale of up to 2,000,000 shares of common stock of the Company (the “Shares”) to be offered pursuant to the prospectus which is part of the Registration Statement.

In connection therewith, we have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Articles of Incorporation and Bylaws of the Company; (b) resolutions of the Board of Directors of the Company; (c) the Registration Statement and the exhibits thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company and other documents, agreements and instruments as we have deemed necessary as a basis for the opinions herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies.

Based upon and subject to the foregoing, we are of the opinion that the outstanding Shares are validly issued, fully paid and non-assessable.

We are attorneys admitted to practice in New York. We are familiar with the applicable provisions of the Nevada Revised Statutes, the applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal securities laws of the United States and, Nevada law, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.

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 "Legal Matters" in the prospectus forming a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

Sincerely,

/s/ David Lubin & Associates, PLLC

DAVID LUBIN & ASSOCIATES, PLLC

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EX-10.1

SUBSCRIPTION AGREEMENT

[For Non-US Investors]

Made and signed as of the ___ day of __________ (month) _______.

BETWEEN:         _____________________

(the “Investor”)

AND:                    Plesk Corp.

(the “Company”)

WHEREAS: the Board of Directors of the Company determined that it is in the Company’s best interests to raise capital by means of the issuance of shares of Common Stock in the Company (the “Shares”) all on the terms and conditions more fully set forth in this Agreement; and

WHEREAS: the Investor wishes to invest in the Company pursuant to the terms and conditions more fully set forth in this Agreement;

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

Preamble and Exhibits; Investment

1. (a) The Preamble to this Agreement and the Exhibits hereto constitute an integral part hereof.

(b) Subject to the terms and conditions hereof, the Investor is acquiring from the Company, in consideration of US$1000 paid by the Investor to the Company, 50,000 Shares at a price of US$0.02 per Share.  Subject to the Company’s acceptance of the Investor’s subscription and the Investor’s payment in full of the purchase price, the Shares will be duly authorized, validly issued, fully paid-up, non-assessable and free of all mortgages, charges, pledges, claims, liens and encumbrances and any third party rights created by the Company and will be entitled to all rights to which the Company’s Shares are entitled.

Declarations of the Company

2. The Company covenants, represents and warrants the following to be true and correct:

(a) The Company is a Delaware corporation, formed by filing its Certificate of Incorporation with the Secretary of State of the State of Delaware on November 3, 2010 under the Delaware General Corporation Law.

(b) The Company has the necessary power and authority to execute and deliver this Agreement, to allot the Shares hereunder and to carry out and perform its obligations hereunder. This Agreement is valid and binding upon the Company and enforceable in accordance with its terms, subject to applicable liquidation, wind-up, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity. This Agreement does not require the consent or approval of any third party in order for it to be fully binding on and enforceable against the Company. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby and the performance by the Company of the provisions of this Agreement will not, violate any provisions of the Company’s Certificate of Incorporation.

(c) Neither the Company nor any of its affiliates nor any person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to any of the Shares, or (ii) has made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Common Stock under the Securities Act of 1933.

Declarations of Investor

3. The Investor covenants, represents and warrants the following to be true and correct:

(a) The Investor understands that the Shares are being sold in connection with an offering by the Company of an aggregate of up to 2,000,000 (two million) shares of Common Stock for total proceeds of up to $40,000 (forty thousand dollars).

(b) The Investor understands and acknowledges that the Shares are being offered and sold under one or more of the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), that the Investor is purchasing said Shares without being offered or furnished any offering literature, prospectus or other material, financial or otherwise, except as noted herein, that this transaction has not been scrutinized by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state. The Investor hereby further represents and warrants as follows:

(i) The Investor confirms that the Investor understands and has fully considered, for purposes of this investment, the risks of any investment in the Shares and that the Investor understands that: (i) this investment is suitable only for an investor who is able to bear the economic consequences or losing the Investor’s entire investment, (ii) the purchase of Shares is a speculative investment which involves a high degree of risk of loss by the Investor of the Investor’s entire investment, and (iii) that there is no public market for the Shares and accordingly, it may not be possible for the Investor to liquidate the Investor’s investment in the Shares in case of an emergency. The Investor understands that the following factors, among others, could cause the loss of any or all of the Investor’s investment.

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(1) The Company currently does not have enough working capital to satisfy its capital needs. The Company is dependent upon its management team to fund its ongoing operations, and cannot be certain that future financing will be available to it on acceptable terms when it needs it. The Company can give no assurances that it will be able to sell any portion of this offering or that management will continue to fund its ongoing operations. This, along with the possibility of other factors and circumstances the Company cannot predict, may require it to seek additional financing faster than anticipated. If the Company is unable to obtain financing to meet its needs, the Investor may lose all of the Investor’s investment.

(2) The Company’s officers and directors will only devote a limited amount of time to the Company. Their divided interests may hinder the Company's ability to generate revenue. This could result in missed business opportunities and worse-than-expected operating results. The Investor may lose the Investor’s entire investment.

(3) Management has never operated in the industry in which it intends to operate. This lack of experience may result in the Company’s needing to employ outside experts that have such experience. The additional cost could result in a net operating loss and, ultimately, could result in the Company's failure. Management's inexperience may limit the Company’s ability to generate revenues. The Company may never achieve successful operations, and the Investor may lose the Investor’s entire investment.

(ii) The Investor acknowledges that all documents received from the Company contain the management’s view of the Company, and that the analysis of the market and of the Company’s strategy and competitive position contained therein represent subjective assessments about which reasonable persons could disagree and there can be no assurance that the actual results of operations of the Company will be as contemplated. The Investor has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

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(iii) The Investor confirms that the Investor is: (i) able to bear the economic risk of this investment, (ii) able to hold the Shares for the period of time set forth herein, and (iii) presently able to afford a complete loss of the Investor’s investment; and represents that the Investor has sufficient liquid assets so that the illiquidity associated with this investment will not cause any undue financial difficulties or affect the Investor’s ability to provide for the Investor’s current needs and possible financial contingencies, and that the Investor’s commitment to all speculative investments (including this one if the Investor’s subscription is accepted by the Company) is reasonable in relation to the Investor’s net worth and annual income;

(iv) The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision. The Investor also represents that it has not been organized for the purpose of acquiring the Shares;

(v) The Shares are being acquired by the Investor solely for the Investor’s own personal account, for investment purposes only, and not with a view to, or in connection with, any resale or distribution thereof; the Investor has and had no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Shares for which the Investor is subscribing, any part thereof, any interest therein or any rights thereto; the Investor has no present plans to enter into any such contract, undertaking, agreement or arrangement; and the Investor understands the legal consequences of the foregoing representations and warranties to mean that the Investor must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act (which the Company is not obligated to do) or unless an exemption from such registration is available; the Shares will be considered “Restricted Securities” for purposes of Rule 144 promulgated under the Securities Act;

(vi) The Investor understands that no Federal or state agency has passed on or made any recommendation or endorsement of the Shares and that the Company is relying on the truth and accuracy of the representations, declarations and warranties herein made by the Investor in offering the Shares for sale to the Investor without having first registered the Shares under the Securities Act;

(vii) The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Investor does not have any such intention;

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(viii) The Investor represents and warrants to the Company that all information that the Investor has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously provided to the Company (the “Investor Questionnaire”), is true, correct and complete as of the date hereof. In the event that any information in the Investor Questionnaire changes on or before the Closing (as hereinafter defined), the Investor will update the Investor Questionnaire to reflect such changes.

(c) The Investor has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this transaction. No representations or warranties have been made to the Investor by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Shares the Investor is not relying upon any representations other than those contained herein.

(d) The Investor has the necessary power and authority to execute and deliver this Agreement, to receive and hold the Shares and to carry out and perform its obligations hereunder. This Agreement is valid and binding upon the Investor and enforceable in accordance with its terms, subject to applicable liquidation, wind-up, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity. The execution and delivery of this Agreement by the Investor does not, and the consummation of the transaction contemplated hereby and the performance by the Investor of the provisions of this Agreement will not violate any provisions of the Investor’s Certificate of Incorporation and By-laws, or any provisions of, or result in the acceleration of any obligation under, or constitute an event of default, or an event which, with the giving of notice or the passage of time, or both, would constitute an event of default under any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Investor is bound, which, either individually or in the aggregate would result in a material adverse change in the business, properties, results of operations, condition (financial or otherwise) of the Investor.

(e) Any resale of the Shares during the ‘distribution compliance period’ as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S.  Further, any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The Investor will not offer to sell or sell the Shares in any jurisdiction unless the Investor obtains all required consents, if any.

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(f) The Investor understands that the Shares are being offered and sold to the Investor in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in the Investor Questionnaire attached hereto in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Shares. In this regard, the Investor represents, warrants and agrees that:

(1) The Investor is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:

(A) any natural person resident in the United States of America;

(B) any partnership or corporation organized or incorporated under the laws of the United States of America;

(C) any estate of which any executor or administrator is a U.S. person;

(D) any trust of which any trustee is a U.S. person;

(E) any agency or branch of a foreign entity located in the United States of America;

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

(H) any partnership or corporation if:

(i) organized or incorporated under the laws of any foreign jurisdiction; and

(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

6

(2) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Investor was outside of the United States.

(3) The Investor will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.

(4) The Investor will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.

(5) The Investor was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

(6) Neither the Investor nor or any person acting on the Investor’s behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Shares and the Investor and any person acting on the Investor’s behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

(7) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

(8) Neither the Investor nor any person acting on the Investor’s behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The Investor agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

7

(9) Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

(A) “THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

(B) “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

(10) The Investor consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Shares set forth in this Section 3.

(g) The Investor agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the Investor to comply with any covenant or agreement made by the Investor herein or in any other document furnished by the Investor to any of the foregoing in connection with this transaction.

The Investor’s Investment

4. (a) The Investor understands and agrees that the Company reserves the right to reject this subscription for the Shares if, in its reasonable judgment, it deems such action in the best interest of the Company, at any time prior to the Closing (as hereinafter defined), notwithstanding prior receipt by the Investor of notice of acceptance of the Investor's subscription.

8

(b) The Investor understands and agrees that its subscription for the Shares is irrevocable.

(c) In the event the sale of the Shares subscribed for by the Investor is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between the Investor and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or cause to be returned to the Investor the purchase price remitted to the Company by the Investor, without interest thereon or deduction therefrom, in exchange for the Shares.

(d) The closing (the “Closing”) of the purchase and sale of the Shares shall occur simultaneously with the acceptance by the Company of the Investor’s subscription, as evidenced by the Company’s execution of this Subscription Agreement.

(e) The Investor understands that the price of the Shares offered hereby bears no relation to the assets, book value or net worth of the Company and was determined arbitrarily by the Company. The Investor further understands that there is a substantial risk of further dilution on the Investor or its investment in the Company.

Disputes, Jurisdiction and Governing Law

5. In the event of a dispute between the parties or any of them with regard to the interpretation, application or enforcement of this Agreement, or otherwise with regard to their relationships in the context of this Agreement, that dispute shall be submitted to such arbitrator as is designated by the Company.

6. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles. Without derogating from the arbitration provisions of Clause 5 above, the courts located in the United States District Court for the Southern District of New York, will have exclusive jurisdiction to decide any dispute between the parties arising out of or related to this Agreement.

General provisions

7. This Agreement may not be amended, altered or modified except by a written instrument signed by the parties.

8. The parties agree that the terms of this Agreement will be imposed- mutatis mutandis upon any person who may acquire the Investor’s Shares or part of them. This Clause will not continue to bind the parties after the conclusion of a public offering of the Company’s shares.

9

9. Except as specifically provided in this Agreement, nothing contained herein shall be construed to constitute any party hereto as the agent or partner of any other party hereto.

10. This Agreement supersedes and supplants any previous agreements, declarations or undertakings of the parties and is the sole and exclusive instrument by which the parties desire to be bound. Specifically, the parties agree that any Company business plan that may have been presented to the Investor shall have no binding effect as between them.

11. None of the provisions of this Agreement shall be for the benefit or, or enforceable by, any third party.

12. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.

13. With regard to any power, remedy or right provided herein or otherwise available to any party hereunder, no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party and no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

14. The validity, legality or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect. However, it is expressly stated that any party that terminates this Agreement must terminate it in its entirety.

15. All parties to this Agreement were represented by counsel. Therefore, there shall be no presumption that this Agreement should be interpreted against the party that drafted it. Each party to this Agreement shall bear its own costs of counsel and other advisors incurred with regard to the negotiation (including the due diligence process) of this Agreement.

17. The Article headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of the Agreement or of any particular Article.

18. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF THE INVESTOR HAS HEREUNTO SET ITS HAND AS OF THE DATE AND YEAR FIRST WRITTEN

______________________________

[Investor Name]

10

PLESK CORP.

INVESTOR QUESTIONNAIRE

A.	General Information
1.	Print Full Name of Investor:	Individual:
		______________________________
		First, Middle, Last
		Partnership, Corporation, Trust, Custodial Account, Other:
		Plesk Corp.
		Name of Entity
2.	Address for Notices:	____________________________________________________________
		______________________________
		____________________________________________________________
3.	Name of Primary Contact Person: Title:	____________________________________________________________
4.	Telephone Number:	______________________________
5.	E-Mail Address:	____________________________________________________________
6.	Facsimile Number: Permanent Address:	____________________________________
7.	Permanent Address: (if different from Address for Notices above)	____________________________________________________________

11

8.	Authorized Signatory: Title:	____________________________________ ____________________________________
	Telephone Number:	____________________________________
	Facsimile Number:	____________________________________

B.       Supplemental Data for Entities

1.       If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire):

Legal form of entity (trust, corporation, partnership, etc.): _________________________

Jurisdiction of organization: ________________________________________________

2.       Was the Investor organized for the specific purpose of acquiring the Shares?

o Yes o No

3.       Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)?

o Yes o No

4(a).  Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

o Yes o No

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4(b).   If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA.

o Yes o No

4(c.)   If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%.

5.       Does the amount of the Investor’s subscription for the Shares in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor?

o Yes o No

6(a).   Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof?

o Yes o No

6(b).  If the question above was answered “Yes,” was the Investor formed prior to April 30, 1996?

o Yes o No

7(a).  Is the Investor a grantor trust, a partnership or an S-Corporation for US federal income tax purposes?

o Yes o No

7(b).  If the question above was answered “Yes,” please indicate whether or not:

(i) more than 50 percent of the value of the ownership interest of any beneficial owner in the Investor is (or may at any time during the term of the Company be) attributable to the Investor’s (direct or indirect) interest in the Company; or

o Yes o No

(ii) it is a principal purpose of the Investor’s participation in the Company to permit the Partnership to satisfy the 100 partner limitation contained in US Treasury Regulation Section 1.7704-1(h)(3).

o Yes o No

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8.        If the Investor’s tax year ends on a date other than December 31, please indicate such date below:

____________________________________

(Date)                                 

C.      Related Parties

1.       To the best of the Investor’s knowledge, does the Investor control, or is the Investor controlled by or under common control with, any other investor in the Company?

o Yes o No

If the answer above was answered “Yes”, please identify such related investor(s) below.

Name(s) of related investor(s):

______________________________________________

____________________________________________________________________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________________________________

________________________

2.       Will any other person or persons have a beneficial interest in the Shares to be acquired hereunder (other than as a shareholder, partner, or other beneficial owner of equity interest in the Investor)?

o Yes o No

 [THE REST OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

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The Investor understands that the foregoing information will be relied upon by the Company for the purpose of determining the eligibility of the Investor to purchase the Shares. The Investor agrees to notify the Company immediately if any representation or warranty contained in this Subscription Agreement, including this Investor Questionnaire, becomes untrue at any time. The Investor agrees to provide, if requested, any additional information that may reasonably be required to substantiate the Investor’s status as an accredited investor or to otherwise determine the eligibility of the Investor to purchase the Shares. The Investor agrees to indemnify and hold harmless the Company and each officer, director, shareholder, agent and representative of the Company and their respective affiliates and successors and assigns from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained herein.

INDIVIDUAL:

(Signature)

(Print Name)

PARTNERSHIP, CORPORATION,

TRUST, CUSTODIAL ACCOUNT,

OTHER:

(Name of Entity)

By:

(Signature)

(Print Name and Title)

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Annex 1

DEFINITION OF “INVESTMENTS”

The term “investments” means:

(1) Securities, other than securities of an issuer that controls, is controlled by, or is under common control with, the Investor that owns such securities, unless the issuer of such securities is:

(i) An investment company or a company that would be an investment company but for the exclusions or exemptions provided by the Investment Company Act, or a commodity pool; or

(ii) A Public Company (as defined below);

(iii) A company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the Investor acquires Shares;

(2) Real estate held for investment purposes;

(3) Commodity Shares (as defined below) held for investment purposes;

(4) Physical Commodities (as defined below) held for investment purposes;

(5) To the extent not securities, Financial Contracts (as defined below) entered into for investment purposes;

(6) In the case of an Investor that is a company that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, or a commodity pool, any amounts payable to such Investor pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon the demand of the Investor; and

(7) Cash and cash equivalents held for investment purposes.

Real Estate that is used by the owner or a Related Person (as defined below) of the owner for personal purposes, or as a place of business, or in connection with the conduct of the trade or business of such owner or a Related Person of the owner, will NOT be considered Real Estate held for investment purposes, provided that real estate owned by an Investor who is engaged primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be held for investment purposes. However, residential real estate will not be deemed to be used for personal purposes if deductions with respect to such real estate are not disallowed by section 280A of the Internal Revenue Code of 1986, as amended.

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A Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by the Investor who is engaged primarily in the business of investing, reinvesting, or trading in Commodity Shares, Physical Commodities or Financial Contracts in connection with such business may be deemed to be held for investment purposes.

“Commodity Shares” means commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of:

(i) Any contract market designated for trading such transactions under the Commodity Exchange Act and the rules thereunder; or

(ii) Any board of trade or exchange outside the United States, as contemplated in Part 30 of the rules under the Commodity Exchange Act.

“Public Company” means a company that:

(i) files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; or

(ii) has a class of securities that are listed on a Designated Offshore Securities Market, as defined by Regulation S of the Securities Act.

“Financial Contract” means any arrangement that:

(i) takes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets;

(ii) is in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and

(iii) is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counterparty to such arrangement.

“Physical Commodities” means any physical commodity with respect to which a Commodity Interest is traded on a market specified in the definition of Commodity Shares above.

“Related Person” means a person who is related to the Investor as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Investor, or is a spouse of such descendant or ancestor, provided that, in the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person of such an owner. “Family Company” means a company that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established for the benefit of such persons.

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For purposes of determining the amount of investments owned by a company, there may be included investments owned by majority-owned subsidiaries of the company and investments owned by a company (“Parent Company”) of which the company is a majority-owned subsidiary, or by a majority-owned subsidiary of the company and other majority-owned subsidiaries of the Parent Company.

In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investment held jointly with such person’s spouse, or investments in which such person shares with such person’s spouse a community property or similar shared ownership interest. In determining whether spouses who are making a joint investment in the Partnership are qualified purchasers, there may be included in the amount of each spouse’s investments any investments owned by the other spouse (whether or not such investments are held jointly). There shall be deducted from the amount of any such investments any amounts specified by paragraph 2(a) of Annex 2 incurred by such spouse.

In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investments held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of such person.

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Annex 2

VALUATIONS OF INVESTMENTS

The general rule for determining the value of investments in order to ascertain whether a person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos:

(1)           In the case of Commodity Shares, the amount of investments shall be the value of the initial margin or option premium deposited in connection with such Commodity Shares; and

(2)           In each case, there shall be deducted from the amount of investments owned by such person the following amounts:

(i)           The amount of any outstanding indebtedness incurred to acquire the investments owned by such person.

(ii)           A Family Company, in addition to the amounts specified in paragraph (a) above, shall have deducted from the value of such Family Company’s investments any outstanding indebtedness incurred by an owner of the Family Company to acquire such investments.

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EX-10.2

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated June 30, 2011, with respect to the financial statements of Plesk Corp. contained in the Registration Statement and Prospectus of Plesk Corp.  We hereby consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the heading “Experts.”

D. Brooks and Associates CPA’s, P.A.

West Palm Beach, FL

July 19, 2011

APPENDIX 10B