Amendment #3

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

Approximate date of commencement of proposed sale to the public: As soon as practicable 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, as amended, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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. ¨

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

In accordance with Rule 457(o) under the Securities Act of 1933, the number of shares being registered and the proposed maximum offering price per share are not included in this table.

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

Explanatory Note on Reorganization: Professional Diversity Network, LLC, the registrant whose name appears on the cover of this registration statement, is an Illinois limited liability company. Before the completion of the offering of the shares of common stock subject to this registration statement, Professional Diversity Network will be reorganized into a Delaware corporation and renamed Professional Diversity Network, Inc. Shares of the common stock of Professional Diversity Network, Inc. are being offered by the prospectus.

Explantory Note on IPO CSOP Prospectus: This Registration Statement contains a prospectus relating to a firm-commitment underwritten offering of shares of our common stock (for purposes of this Explanatory Note, the “firm-commitment prospectus”), together with separate prospectus pages relating to an offering of shares of our IPO Customer Stock Ownership Plan (for purposes of this Explanatory Note, the “IPO CSOP prospectus”). The complete firm-commitment prospectus can be found immediately preceding the IPO CSOP prospectus. Following the firm-commitment prospectus are the following alternative and additional pages for the IPO CSOP prospectus:

References to “this offering” and “the offering” in the text retained from the firm-commitment prospectus will be changed to “the initial public offering” and all references to “the underwriter” or “the Underwriter” shall be changed to “the underwriter in the firm-commitment underwritten offering.” References to the section entitled “Underwriting and Plan of Distribution” should be changed to “Plan of Distribution.” The section titled “IPO Customer Stock Ownership Plan” on page [80] of the firm-commitment prospectus will be deleted.

Each of the complete firm-commitment prospectus and IPO CSOP prospectus will be filed with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act of 1933, as amended. The closing of the offering of the firm-commitment prospectus common stock is not conditioned upon the closing of the offering of IPO CSOP shares, but the closing of the offering of IPO CSOP shares is conditioned upon the closing of the offering of the firm-commitment prospectus common stock.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with Securities and Exchange Commission is effective. This preliminary 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.

Professional Diversity Network, Inc. is offering shares of its common stock. This is our initial public offering and no public market currently exists for our common stock. We expect that the initial public offering price will be between $ and $ per share. We have applied for listing of our common stock on the NASDAQ Capital Market under the symbol “IPDN.”

Concurrently with the offering conducted pursuant to this prospectus, we are offering up to shares of common stock in a directed share offering under our newly established Customer Stock Ownership Plan, or “CSOP^™” that is primarily designed for our members and other individual investors using the proprietary web and social media platform of LOYAL3 Labs, Inc. and brokerage and other services of LOYAL3 Securities, Inc. We reserve the right to terminate the directed share offering under our Customer Stock Ownership Plan in our absolute discretion.

Investing in our common stock involves a high degree of risk and our directors, executive officers and significant stockholders will continue to hold a significant amount of shares and will continue to have substantial control over corporate matters, and as such we may be deemed a controlled company pursuant to NASDAQ corporate governance requirements. Please read “Risk Factors” beginning on page 14.

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act , or JOBS Act. Please read the related disclosure contained on pages [-] and [-] of this prospectus.

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.

Delivery of the shares of common stock is expected to be made on or about , 2012. We have granted the underwriter an option for a period of 45 days to purchase, on the same terms and conditions set forth above, up to an additional shares of our common stock to cover over-allotments.

Until , 2012 (25 days after the date of this prospectus), all dealers that buy, sell or trade the common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We have not authorized anyone to give any information or to make any representations other than those contained in this prospectus. Do not rely upon any information or representations made outside of this prospectus. This prospectus is not an offer to sell, and it is not soliciting an offer to buy, (1) any securities other than our common stock or (2) our common stock in any circumstances in which our offer or solicitation is unlawful. The information contained in this prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information contained in this prospectus is still correct.

Prospectus Summary

This summary highlights certain information about us, this offering and selected information contained in the prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our common stock. For a more complete understanding of our company and this offering, we encourage you to read and consider the more detailed information in the prospectus, including “Risk Factors” and the financial statements and related notes. Unless we specify otherwise, all references in this prospectus to “Professional Diversity Network,” “PDN,” “we,” “our,” “us” and “company” refer to Professional Diversity Network, LLC prior to the date Professional Diversity Network, LLC reorganizes into a Delaware corporation, and Professional Diversity Network, Inc. after the date Professional Diversity Network, LLC reorganizes into a Delaware corporation.

Overview

Professional Diversity Network develops and operates online networks dedicated to serving diverse professionals in the United States. To date, we have been particularly focused on Hispanic-American and African-American professionals and recently launched additional websites dedicated to other diverse segments, including women, Asian-American, LGBT (lesbian, gay, bisexual and transgender), differently-abled and military professionals. We currently have more than 1.8 million members and, as of the date of this prospectus, more than 3,000 companies and organizations, including 60% of the Fortune 500 companies, have listed job postings on our websites. We have strategic partnerships with Monster Worldwide through which we post jobs for employers, and the University of Phoenix (through its parent company, the Apollo Group, Inc.), which advertises on our websites. We believe that our networking platforms provide an effective means to meet the career advancement needs of diverse professionals, the employers that seek to hire them and the advertisers that seek to reach them.

Our major assets are two of our websites – iHispano.com, which has over 1.1 million members in its network and AMightyRiver.com, which has over 600,000 members in its network. In the three months ended March 31, 2012, iHispano.com had over 1.4 million unique visitors and over 1.7 million visits, while AMightyRiver.com had over 600,000 unique visitors and over 700,000 visits.

We define a member of one of our websites as an individual user who has created a member profile on that website as of the date of measurement. If a member is inactive for 24 months, such member will automatically be de-registered from our database.

We calculate unique visitors for each of our websites as users who have visited that particular website at least once regardless of whether they are members. A user who visits one of our websites, regardless of frequency, is only counted as one unique visitor, based on data provided by Google Analytics, a leading provider of digital marketing intelligence.

We define the number of visits for each of our websites as the number of times a user has been to that particular website. If a user is inactive on the website site for 30 minutes or more, any future activity will be counted as a new visit. Users that leave one of our websites and return to the same website within 30 minutes will be counted as part of the original visit.

We recently launched additional online professional networking websites that serve other diverse communities - including women (WomensCareerChannel.com), Asian-Americans (ACareers.net), LGBT (OutProNet.com), enlisted and veteran military personnel (Military2Career.com) and differently-abled (ProAble.net) professionals. Although each of these new professional networking websites is fully operational, these websites are, and continue to be, in the early stages of development. Since its inception in September 2011, WomensCareerChannel.com has experienced significant growth in terms of unique visitors, visits and

membership. In the three months ended March 31, 2012, this website had over 500,000 visits and over 400,000 unique visitors. By April 1, 2012, WomensCareerChannel.com had almost 50,000 members.

Our company is built on the philosophy of “relationship recruitment,” connecting talent with opportunity within the context of a common culture or affinity. We endeavor to provide an environment that celebrates the identity of our members and fosters a sense of community and trust. We believe we provide value to our members by enabling them to leverage their connections and share beneficial information with other members and employers that participate on our platform, providing them access to employment opportunities and offering them valuable career resources. At the same time, we believe that our members and their level of engagement is attractive to employers and advertisers seeking to target an audience of diverse professionals for hiring purposes, to increase brand awareness or to market products and services.

For the year ended December 31, 2011, we generated substantially all of our revenue from two customers: Monster Worldwide, which generated approximately 72% of our revenue, and Apollo Group, the corporate parent of the University of Phoenix, which generated approximately 20% of our revenue. See “Risk Factors – Our revenues are highly dependent on two customers, both of which have an exclusive arrangement with us, and the loss of either major customer would materially and adversely affect our business, operating results and financial condition.”

Monster Worldwide, Inc.

We have an alliance agreement with Monster Worldwide. Pursuant to this agreement Monster Worldwide is the exclusive seller of job postings on our websites. Our agreement with Monster Worldwide provides for an annual fixed fee that is subject to adjustment based on certain criteria. Our agreement with Monster Worldwide also provides that Monster Worldwide may enter into job referral arrangements with other professional diversity networks in the event that we fail to achieve a specified minimum number of applicants to job postings each month for six consecutive calendar months. To date, since the commencement of our agreement with Monster Worldwide, our annual fixed fee payments have not been adjusted, nor have we failed to meet the target number of applicants to job postings each month for six consecutive calendar months. Our agreement with Monster Worldwide expires on December 31, 2012 and renews automatically for successive one-year terms, unless either party delivers a notice of non-renewal with 60 days’ prior notice. For additional information about our business arrangements with Monster Worldwide, please see the section entitled “Business - Monster Worldwide.”

University of Phoenix

We have a marketing media services agreement with Apollo Group, Inc. The agreement provides the framework for our relationship with Apollo Group. It has no expiration date but may be terminated by either party upon thirty days’ prior written notice. During the term of the agreement, we may not perform advertising services for any other institution of higher education, whether for-profit or non-profit, other than Apollo Group. The agreement requires us to enter into separate purchase orders or statements of work, referred to as “media schedules,” which describe the services we provide to Apollo Group on a project basis and the compensation we are paid. To date, we have entered into two media schedules with Apollo Group. The first media schedule was a trial run that by its terms covered a period of six months ending June 30, 2011, but which Apollo Group and we agreed to extend until August 31, 2011 and provided for fees to us in the amount of $664,000. Thereafter, based on Apollo Group’s satisfaction with our performance, we entered into a second media schedule which expanded

the scope of our services and covers a longer period than the term of the first media schedule, one year ending September 12, 2012, and provides for fees to us in the amount of $1,550,000. Pursuant to the agreement and related media schedules, we receive fees for placing advertising media on our websites to promote Apollo Group’s University of Phoenix and for creating, maintaining and operating the “Education to Career” and “Education to Education” networking portal websites. Most of our advertising revenue is derived from our agreement with Apollo Group. In 2011, we recognized revenue of $1.1 million in respect of fees from Apollo Group for our services. This constituted 20% of our total revenue and 72% of our revenue from consumer media advertising and marketing solutions. On June 11, 2012, we agreed to an insertion order with Apollo Group. The insertion order provides for payment to us of up to $150,000 per month for a period of 12 months beginning July 2012, based upon the number of persons we refer to the University of Phoenix who express an interest in obtaining information about attending the University of Phoenix. There is no guaranteed payment associated with this insertion order and for the first 12 days of this insertion order, PDN generated $63,400 of revenue. For additional information about our business arrangements with Apollo Group, please see the section entitled “Business — the University of Phoenix.”

We generate a small percentage of our advertising revenue from advertisers that promote their brands and advertise their products and services to our members. One of our key goals is to grow the consumer media advertising portion of our business. We believe that advertisers are attracted to our network of members as a means to reach a diverse professional market.

We have been profitable each year since 2006. Our net revenue for the three months ended March 31, 2012 increased 12% from the three months ended March 31, 2011, from approximately $1.36 million to $1.51 million, while our net income in such period decreased 9.5% from $0.78 million to $0.71 million. From 2010 to 2011, our net revenue increased 27%, from approximately $4.4 million to $5.6 million, while our net income in such period increased 47% from $1.9 million to $2.7 million.

Our Mission

Our mission is to be an important factor in the career development of diverse professionals who have traditionally faced obstacles to reach their full potential. We believe that the work we do, and the power of our online network to connect talent with opportunity, can improve the career and financial prospects of our members by empowering them to invest in their professional development, creating employment opportunities for our members, enabling them to achieve higher levels of professional success.

Our Values and Company Culture

As a company, we celebrate diversity. We endeavor to capture the distinct inspirational culture of each community we serve. We strive to put our members first in every decision we make and with every new product we build. We are dedicated to helping fulfill the professional aspirations of those we serve. We aspire to help secure the financial futures of our members and their families.

We believe our creative team is skilled in communicating in a culturally relevant manner the messaging of the employers that participate on our platform, and we are similarly dedicated to helping them achieve their hiring goals to create a more diverse workforce.

Industry Background and Our Opportunity

We believe that we are well-positioned for growth because our business takes advantage of the following emerging trends:

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Increasing Socialization of the Internet

Online social and professional networking websites are increasingly becoming a powerful tool to connect people with one another on a large scale.

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Growing Ethnic Diversity of the U.S. Population and Labor Force

As ethnic minorities represent a larger and growing share of the overall population according to the 2010 United States census, diversity hiring is increasingly becoming a common, if not standard, business practice by major employers. According to a job report published on February 5, 2010 by the U.S. Equal Employment Opportunity Commission, or EEOC, the percentage of private sector minority employment in the U.S. compared to overall employment tripled between 1966 and 2008, from 11% to 34%, with Hispanic-Americans exhibiting the fastest growth rate (from 2.5% in 1966 to more than 13% in 2008). According to the Monthly Labor Review published in January 2012 by the Bureau of Labor Statistics, Hispanic-Americans are also expected to account for the vast majority – 74% – of the 10.5 million workers added to the labor force in the U.S. from 2010 to 2020.

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Regulatory Environment Favorable to Promoting Diversity in the Workplace

As outlined in Executive Order 13583, signed by the President on August 18, 2011, companies considering contracting with the federal government must be prepared to demonstrate the diversity of their workforce, and the Department of Labor under the Obama Administration is placing a greater emphasis on promoting diversity employment in the private sector.

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Ethnic Population’s Rising Spending Power

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Acceptance and Growth of Online Recruitment and Advertisement.

Businesses now recognize and seek to take advantage of the socialization of the Web for recruitment and for brand management, marketing and advertisement. The market for advertising on online social networks in the United States is also expected to continue to grow rapidly from $2.54 billion in 2011 to an estimated $3.63 billion in 2012 and $5.59 billion by 2014, according to an article published by eMarketer, Inc. on February 24, 2012.

Because of these emerging trends, we believe there is a great opportunity for growth. Ninety-four companies in the Fortune 100 feature diversity hiring on their company’s online career center. The online diversity recruitment market is highly fragmented. We believe that we can consolidate this market and maximize shareholder value by making strategic acquisitions and through organic growth.

See “Business — Industry Background and Our Opportunity” below.

Our Solutions

We offer a variety of solutions to meet the needs of diverse professionals, the employers that seek to hire them and the advertisers that seek to reach them.

Solutions for Members

We offer our members a variety of online professional networking and career placement solutions, including the following:

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Talent Recruitment Communities,

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Job Postings and Company Information Search,

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Identity and Contact Management,

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Networking Tools,

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Mentoring Program,

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Career Tools and Skill-Based Content and

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E-Newsletter and National Event Information.

Solutions for Employers and Recruiters

We post job listings of employers through our strategic partnership with Monster Worldwide. These employers include large corporations, small- and medium-sized businesses, educational institutions, government agencies, non-profit organizations and other enterprises. The hiring solutions we offer include:

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Talent Recruitment Communities,

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Single and Multiple Job Postings,

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Resume Database Access,

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Hiring Campaign Marketing and Advertising,

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Research on Products and Services and

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Employment Recruitment Intelligence Compliance Assistance (ERICA).

Solutions for Advertisers

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Advertising Campaign Services. Our platform also enables advertisers to target and reach large audiences of diverse professionals and connect them to relevant products and services. We assist advertisers in building campaigns and provide other creative services. Our branding and marketing platform employs email marketing, social media, search engines, traffic aggregators and strategic partnerships.

Our Competitive Strengths

We believe the following elements give us a competitive advantage to accomplish our mission:

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Dedicated Focus on Diverse Professionals. We believe that our focus on providing career opportunities for diverse professionals differentiates us from other online social networking websites, such as Facebook. We believe our websites have a decidedly career-oriented feel and utility when compared with other online social networking websites. We believe that users prefer to manage their professional and social identities and contacts separately. While other online professional networking websites, such as LinkedIn Corporation, or LinkedIn, also have a professional focus, we are singularly focused on diverse professionals in the United States.

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Platform That Harnesses the Power of Web Socialization. We believe that our membership base will continue to grow virally and that our platform will be an increasingly powerful tool to enable our members to leverage their connections and shared information for the collective benefit of all of the participants on our platform. We believe that we are the first online professional network to focus on the diversity recruitment sector.

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Relationships with Strategic Partners. We believe that our relationships with strategic partners are difficult to replicate and give us a competitive advantage in the networking opportunities, career tools and resources we can offer to our members, as well as the diverse audiences we can access for employers and advertisers.

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Relationships with Professional Organizations. Our team has experience working with multicultural professional organizations such as The Association of Latino Professionals in Finance and Accounting.

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Customized Technology Platform. Our technology platform has been custom-designed and built to facilitate networking engagement and job seeking. We believe that it would be costly and time consuming for a new entrant in the online professional networking space to replicate a technology platform with comparable functionality.

Our Key Metrics

We monitor several key metrics, including our number of members, unique visitors and visits, in order to assess our business, identify challenges and opportunities, produce financial forecasts, formulate strategic plans and make business decisions.


	As at March 31,		As at December 31,
	2012		2011		2010		2009
iHispano.com Members¹		1,139,189		1,116,790		667,499		234,572
AMightyRiver.com Members¹		615,798		606,844		339,915		80,283
Members in Our Other Networks¹		48,493		18,590		152		-

Total Members Across Our Networks¹		1,803,480		1,742,224		1,007,566		314,855

The reported number of members is higher than the number of actual individual members because some members have multiple registrations, other members have died or become incapacitated and others may have registered under fictitious names. Although members who have been inactive for 24 months will be automatically deleted from our member database, a substantial majority of our members do not visit our websites on a monthly basis. Please see our risk factor entitled “The reported number of our members is higher than the number of actual individual members, and a substantial majority of our visits are generated by a minority of our members” on page [ ].

We believe the number of members is a key indicator of the growth of our online network and our ability to monetize the benefits resulting from such growth to the businesses and professional organizations to which we sell recruitment and marketing solutions. To date, our member base has, in large part, grown virally through users and members who invite colleagues and peers to join their network. Growth in our member base depends, in part, on our ability to successfully develop and market our solutions to professionals who have not yet become members of our network.


	Three Month Total		Annual Total
	Period ended March 31,		For the year ended December 31,
	2012		2011		2010		2009
Unique Visitors to iHispano.com		1,422,058		4,711,780		4,580,489		3,488,075
Unique Visitors to AMightyRiver.com		627,683		3,632,160		2,840,572		1,953,152
Unique Visitors to Our Other Networks		451,318		209,941		1,264		-

Total Unique Visitors Across Our Networks		2,501,059		8,553,881		7,422,325		5,441,227

Visits to iHispano.com¹		1,780,640		6,107,939		6,516,086		4,746,758
Visits to AMightyRiver.com¹		742,472		4,844,004		3,892,309		2,593,147
Visits to Our Other Networks¹		528,717		247,185		5,946		-

Total Visits Across Our Networks¹		3,051,829		11,199,128		10,414,341		7,339,905

A substantial majority of visits are generated by a minority of our members and users. Please see our risk factor entitled “The reported number of our members is higher than the number of actual individual members, and a substantial majority of our visits are generated by a minority of our members” on page [ ].

We view visits and unique visitors as key indicators of growth in our brand awareness among users and whether we are providing our members with useful products and features. The unique visitor metric reflects our ability to attract new users, which is crucial to increasing the number of our members. The visits metric indicates our ability to keep our users and members engaged. Because we believe our member base has, in large part, grown virally through users and members who invite colleagues and peers to join their network, we expect that an increase in the number of unique visitors will result in an increase in the number of members, and vice versa. We plan to make improvements to features and products that we believe will also increase visits, unique visitor and member traffic to our websites. During 2010, our websites had a total over 7 million unique visitors and over 10 million visits, respectively, which increased to over 8 million unique visitors and 11 million visits, respectively, during 2011.

Our Strategy

Our strategy for accomplishing our mission involves the following elements:

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Launch and Acquire Additional Minority Professional Networking Websites. We believe that we can significantly expand our member base by launching our own new websites and acquiring other online professional networking websites focused on Hispanic-American and African-Americans and other diverse communities.

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Employ Marketing Campaigns that Increase Traffic and Membership. We believe that we can increase our users and members through enhanced marketing efforts, such as media conferences, sponsored events, email marketing and ongoing search engine optimization.

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Grow Revenue from Consumer Advertising. We plan to build a sales and marketing team that can focus on selling our advertising.

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Grow our Recruitment Platform. We plan on investing in our recruitment platform by adding additional products and services in order to enhance the user and recruiter experience. Our product roadmap builds upon our relationship recruitment platform.

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Strengthen and Develop Relationships with Strategic Partners. We are working to strengthen our relationships with existing strategic partners and develop new relationships with online networking websites and professional organizations, with a view toward increasing traffic to our websites and broadening our base for membership and our hiring and marketing solutions.

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Hire Strategically. We intend to hire experienced individuals in sales, marketing and technology.

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Add Functionality to Increase Member Value and Generate Revenue. We are working to enhance the functionality of our websites, improve our applications, tools and resources and more efficiently and effectively utilize information captured on our websites.

Risks Associated with Our Business

Our business is subject to a number of risks discussed under the heading “Risk Factors” and elsewhere in this prospectus, including, but not limited to, the following:

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Our revenues are highly dependent on two customers - Monster Worldwide, which generated approximately 72% of our revenues for the year ending December 31, 2011 and Apollo Group, which

generated approximately 20% of our revenue for the year ending December 31, 2011. Both Monster Worldwide and Apollo Group have an exclusive arrangement with us, and the loss of either major customer would materially and adversely affect our business, operating results and financial condition.

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We began our operations in the online professional diversity networking business in 2007 and online professional networking within specific segments of the population is a new and unproven business concept. Our limited operating history and business concept makes it difficult to effectively assess our future prospects. Our business and prospects must be considered in light of the significant risks, expenses, and difficulties frequently encountered by Internet companies, especially those dedicated to the social and/or online professional network sector, in their early stage of development.

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We expect to face increasing competition in the market for online professional networks from other professional or social networking websites and Internet job search companies such as Facebook, LinkedIn and Doostang, among others.

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We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could materially harm our business.

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Our directors, executive officers and significant stockholders currently control all the outstanding equity interests of the company, and assuming the completion of this offering (but not the underwriter’s over-allotment option) and that no shares of our common stock are purchased in a directed share offering under our newly established customer stock ownership plan, will hold [ ]% of the outstanding shares of our common stock and continue to have substantial control over us after this offering and could limit your ability to influence the outcome of key transactions, including changes of control.

You should carefully consider these factors, as well as all of the other information set forth in this prospectus, before making an investment decision.

Company Information

Substantially simultaneously with the effectiveness of the registration statement of which this prospectus is a part, we will restructure by reorganizing into a Delaware corporation. Our principal executive offices are located at 150 North Wacker Drive, Suite 2360, Chicago, Illinois 60606. Our telephone number is (312) 827-6440, and our corporate website is www.profusional.com. The information contained in or connected to our corporate website, and the websites of our online networks, including iHispano.com, AMightyRiver.com, WomensCareerChannel.com, ACareers.net, OutProNet.com, Military2Career.com and ProAble.net are not incorporated by reference into, and should not be considered part of, this prospectus. iHispano^®, AMightyRiver.com, WomensCareerChannel.com, ACareers.net, OutProNet.com, Military2Career.com and ProAble.net and other intellectual property and trademarks or service marks of Professional Diversity Network appearing in this prospectus are our property. Trade names, trademarks and service marks of other companies appearing in or incorporated by reference into this prospectus are the property of the respective holders.

The Offering

Price per share of common stock offered by us

We currently estimate that the initial public offering price will be between $[ ] and $[ ] per share.

Common stock offered by us

[ ] shares

Common stock outstanding prior to this offering

[ ] shares

Common stock to be outstanding immediately after this offering

[ ] shares

Use of proceeds

We expect the net proceeds to us from this offering will be approximately $[ ] million, after deducting the estimated underwriting discounts and commissions, the underwriter’s accountable expense reimbursement of up to 1.5% of the gross proceeds from the sale of the firm shares and estimated offering expenses, assuming an initial public offering price of $[ ] per share, the midpoint of the range on the front cover of this prospectus. We intend to use approximately 15% of the net proceeds of this offering for sales and marketing, 25% of the net proceeds for product development, 40% of the net proceeds for strategic acquisitions, and reserve the remaining 20% of the net proceeds for future growth opportunities which may include additional investments in sales and marketing, products and/or strategic acquisitions and for general working capital. Although from time to time, we may meet with and identify acquisition targets, we currently have no agreements or commitments with respect to material acquisitions or investments in other companies. See “Use of Proceeds” on page [ ] of this prospectus.

Over-allotment option

We have granted the underwriter an option for a period of 45 days to purchase, on the same terms and conditions set forth above, up to an additional shares to cover over-allotments.

Underwriter’s warrant

In connection with this offering, we have also agreed to issue to the underwriter, for $100, a warrant to purchase up to [ ] shares of our common stock, or 5% of the shares offered by this Prospectus (not including shares sold, if any, pursuant to the over-allotment option). If the underwriter exercises the warrant, each share of our common stock may be purchased for $ per share (which is 125% of the price per share of our common stock offered by this prospectus).

Lock-up agreements

The Company’s directors and officers and any other holder of outstanding shares of our common stock will enter into customary “lock-up” agreements in favor of the underwriter pursuant to which such persons and entities will agree, for a period of 180 days from the closing date of this offering, that they will be subject to a lock-up agreement prohibiting any sales, transfers or hedging transactions of any securities of the company owned by them without the underwriter’s prior written consent.

Nasdaq Capital Market listing

We have applied for the listing of our common stock on the Nasdaq Capital Market under the symbol “IPDN;” however, no assurance can be given that such listing will be approved. We will not offer our common stock unless we are approved for listing on a national securities exchange.

Exchange of insider debt for equity

Our outstanding promissory notes are currently non-convertible. However, in connection with this offering, we have an understanding with our founding members that the outstanding notes will be exchanged for shares of our common stock at a price per share equal to the offering price, without payment of any additional consideration. We anticipate that immediately prior to the consummation of this offering, Ferdinando Ladurini, Daniel Ladurini and James R. Kirsch will enter into a debt exchange agreement whereby our three outstanding promissory notes in the principal amounts of $1,341,676, $142,000 and $37,143 owed to them, respectively, will be exchanged for shares of common stock at a price per share equal to the offering price. Such shares will be subject to the lock-up agreements entered into with the underwriter in connection with this offering and may not be sold until the expiration of the lock-up period thereunder.

Controlled company

Ladurini Family Trust, our largest stockholder, may continue to hold a majority of our outstanding common stock immediately after this offering. If that is the case, we will be a “controlled company” and Ladurini Family Trust will have sufficient voting power to effectively control all matters submitted to our stockholders, including a merger, consolidation or other business combination. As a “controlled company” within the meaning of the NASDAQ rules, we will qualify for exemptions from certain corporate governance requirements. However, we do not intend to rely on such corporate governance exemptions, and following the effectiveness of this registration statement and our corporate reorganization, we will have a board of directors comprised of a majority of independent directors and board committees comprised solely of independent directors. Please see our risk factor entitled, “We are a ‘controlled company’ within the meaning of the NASDAQ rules and, as a result, will qualify for exemptions from certain corporate governance requirements.”

Risk factors

Investing in our common stock involves a high degree of risk. See “Risk Factors” on page [ ] of this prospectus.

Concurrent directed share offering

Concurrently with the offering conducted pursuant to this prospectus, we are offering up to [ ] shares of common stock in a directed share offering under our newly established Customer Stock Ownership Plan, or “CSOP^™” that is primarily designed for our members and other individual investors using the proprietary web and social media platform of LOYAL3 Labs, Inc. and brokerage and other services of LOYAL3 Securities, Inc. We reserve the right to terminate the directed share offering under our Customer Stock Ownership Plan in our absolute discretion.

Smaller Reporting Company and Emerging Growth Company

Following this offering, we will continue to be a “smaller reporting company,” as defined in Regulation S-K of the Securities Act of 1933 and an “emerging growth company” under the JOBS Act.

Outstanding Shares

The number of shares of our common stock that will be outstanding immediately after this offering is based on [ ] shares outstanding as of the date of this prospectus and excludes:

•

[ ] additional shares of common stock reserved and available for future issuances under our 2012 Equity Compensation Plan which we intend to adopt prior to the commencement of the offering; and

•

[ ] shares of common stock issuable upon exercise of warrants to be issued to the underwriter in connection with this offering that will remain outstanding after this offering at an exercise price equal to 125% of the initial public offering price.

Unless otherwise indicated, this prospectus:

•

assumes the completion of the company’s reorganization, pursuant to which each holder of an outstanding membership interest in the company will contribute to the company all of the right, title and interest in and to such holder’s entire ownership interest in the company in exchange for a proportionate number of shares of common stock of the company immediately after conversion into a Delaware corporation;

•

assumes no shares of our common stock are purchased in a directed share offering under our newly established Customer Stock Ownership Plan;

•

assumes an initial public offering price of $[ ] per share, the midpoint of the estimated initial public offering price range, set forth on the cover page of this prospectus; and

•

assumes no exercise of the underwriter’s option to purchase up to an additional [ ] shares of our common stock.

Summary Financial Data

The following tables summarize our financial data. We have derived the statements of operations data for the years ended December 31, 2011 and 2010 and the consolidated balance sheet data as of December 31, 2011 from our audited financial statements appearing elsewhere in this prospectus. The unaudited consolidated statements of operations data for the three months ended March 31, 2012 and March 31, 2011, and the unaudited consolidated balance sheet data as of March 31, 2012, are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be experienced in the future. You should read this data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and related notes, all included elsewhere in this prospectus.


	Year Ended December 31, (audited)						Three Months Ended March 31, (unaudited)
	2011			2010			2012			2011
Revenues:
Recruitment services	$	4,000,000		$	4,000,000		$	1,000,000		$	1,000,000
Consumer advertising and consumer marketing solutions		1,569,342			384,654			514,661			358,054

Total revenues		5,569,342			4,384,654			1,514,661			1,358,054

Costs and expenses:
Cost of services		817,254			722,003			202,052			163,276
Sales and marketing		1,021,839			657,811			290,712			194,342
General and administrative		723,093			897,221			253,350			152,760
Depreciation and amortization		108,592			88,030			20,711			27,045

Total costs and expenses		2,670,778			2,365,065			766,825			537,423

Income from operations		2,898,564			2,019,589			747,836			820,631

Other income (expense)
Interest and other income		17,540			17,403			3,282			3,519
Interest expense		(170,452	)		(171,685	)		(45,037	)		(43,551	)

Other expense, net		(152,912	)		(154,282	)		(41,755	)		(40,032	)

Net income	$	2,745,652		$	1,865,307		$	706,081		$	780,599

Unaudited Pro Forma Income Tax Computation for Assumed Conversion to a Corporation:
Historical Net Income	$	2,745,652		$	1,865,307		$	706,081		$	780,599
Pro-forma Income Tax Provision		1,127,491			745,465			292,155			315,662

Pro forma Net Income	$	1,618,161		$	1,119,842		$	413,926		$	464,937


	Three Months Ended March 31, (unaudited)		Year Ended December 31, (audited)
	2012	2011	2011	2010
Pro forma net income per common share(1):
Basic and diluted
Shares used in computing pro forma net income per share(1)
Basic and diluted

(1)

Unaudited pro forma basic and diluted income per share is computed by dividing net income for each period by the shares of common stock to be issued following our conversion from a limited liability company to a corporation immediately prior to the concurrent closings of this offering and our directed share offering under our newly established Customer Stock Ownership Plan. Such shares will be assumed to be outstanding for all periods presented. There will be no potentially dilutive securities. There is no other impact to the financial statements as a result of reorganizing from a limited liability company to a corporation, because our historical financial statements have included a pro forma provision for income taxes and related deferred income taxes.


	March 31, 2012
	Actual		Pro forma	Pro forma as adjusted(1)
Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	2,111,618
Working capital		3,398,851
Total assets		5,170,129
Notes payable		1,488,525
Total stockholders’ equity	$	3,122,951


	December 31, 2011
	Actual		Pro forma	Pro forma as adjusted(1)
Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	2,254,431
Working capital		3,829,383
Total assets		5,180,531
Notes payable		1,491,488
Total stockholders’ equity	$	3,284,369

(1)

Pro forma as adjusted to reflect the sale of [ ] shares of our common stock in this offering and our directed share offering under our newly established Customer Stock Ownership Plan at an assumed initial public offering price of $[ ] per share, the midpoint of the range on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase or decrease in the assumed initial public offering price of $[ ] per share would increase or decrease pro forma as adjusted cash and cash equivalents, working capital, total assets and total stockholders’ equity by $[ ] million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Investing in our common stock involves a great deal of risk. You should carefully consider the following information about risks, together with the other information contained in this prospectus, before making an investment in our common stock. If any of the circumstances or events described below actually arises or occurs, our business, results of operations, cash flows and financial condition could be materially harmed. In any such case, the market price of our common stock could decline, and you may lose all or part of your investment.

Our revenues are highly dependent on two customers, both of which have an exclusive arrangement with us, and the loss of either major customer would materially and adversely affect our business, operating results and financial condition.

Two of our customers, Monster Worldwide and Apollo Group, accounted for 66% and 28%, respectively, of our total revenues for the three months ended March 31, 2012 and 74% and 18%, respectively, of our total revenues for the three months ended March 31, 2011. Monster Worldwide and Apollo Group, accounted for 72% and 20%, respectively, of our total revenues for the year ended December 31, 2011 and 91% and 0%, respectively, of our total revenues for the year ended December 31, 2010. As a result of our reliance on a limited number of customers, we could face pricing and other competitive pressures which may have a material adverse effect on our business, operating results and financial condition. Pursuant to our exclusive agreement with Monster Worldwide, we post the job opportunities of certain employers that work with Monster Worldwide on our websites and on the websites of diverse professional organizations with which we have cross-posting agreements. Our agreement with Monster Worldwide provides that we may not compete directly or indirectly with Monster Worldwide, and therefore, our ability to generate recruitment revenues from other sources is severely limited. Our agreement with Monster Worldwide expires on December 31, 2012 and renews automatically for successive one-year terms, unless either party delivers a notice of non-renewal with 60 days’ prior notice. Our agreement with Monster Worldwide also provides that Monster Worldwide shall have the right to enter into job referral arrangements with other professional diversity networks in the event that we do not meet the target for the minimum number of applicants to job postings for a specified period of time, as set forth in the agreement with Monster Worldwide.

Our ability to expand services and revenue in the recruitment space is limited by its exclusivity arrangement with Monster Worldwide and, accordingly, our success and revenue in this key area of our business is tied to the success and growth of Monster Worldwide.

Our marketing media services agreement with Apollo Group provides the framework for our relationship. It has no expiration date but may be terminated by either party upon thirty days’ prior written notice. The agreement requires us to enter into separate purchase orders or statements of work, referred to as “media schedules,” which describe the services we provide to Apollo Group on a project basis and the compensation we are paid. To date, we have entered into two media schedules with Apollo Group. The first media schedule was a trial run that by its terms covered a period of six months ending June 30, 2011. Thereafter, based on Apollo Group’s satisfaction with our performance, we entered into a second media schedule which expanded the scope of our services and covers a longer period than the term of the first media schedule, one year ending September 12, 2012. On June 11, 2012, we agreed to an insertion order with Apollo Group. The insertion order provides for payment to us of up to $150,000 per month for a period of 12 months beginning July 2012, based upon the number of persons we refer to the University of Phoenix who express an interest in obtaining information about attending the University of Phoenix. There is no guaranteed payment associated with this insertion order and for the first 12 days of this insertion order, PDN generated $63,400 of revenue. Further, during the term of our agreement with Apollo Group, we may not perform advertising services for any other institution of higher education, whether for-profit or non-profit, other than Apollo Group. Because we have an exclusivity arrangement with Apollo Group, our growth in this area of revenue is therefore dependent on the volume of students interested in, and the success of, Apollo Group’s University of Phoenix.

There can be no assurance that Monster Worldwide will renew its agreement or that Apollo Group will not terminate its agreement with us or will enter into additional media schedules with us, or that the terms on which our agreements may be proposed to be renewed or continued will be acceptable to us. In addition, there are a number of factors, including those that are not within our control, that could cause our agreement with Monster Worldwide not to be renewed or our agreement with Apollo Group to be terminated or not expanded, extended or otherwise continued. For example, Monster Worldwide recently announced that it has retained Stone Key Partners LLC and Bank of America Merrill Lynch as financial advisors in connection with its review of strategic alternatives, which ultimately may result in non-renewal of our agreement. Alternatively, Monster Worldwide or Apollo Group may face financial difficulties and may not be able to pay for our services, or Monster Worldwide may develop its own diversity platform that would replace or compete with us. Furthermore, if Monster Worldwide seeks to negotiate its agreement, or Apollo Group seeks to negotiate media schedules for future services under its agreement with us, on terms less favorable to us and we accept such unfavorable terms, or if we seek to negotiate better terms, but are unable to do so, then our business, operating results and financial condition would be materially and adversely affected. In addition, our customer concentration may subject us to perceived or actual leverage that our customers may have given their relative size and importance to us.

In the event our agreement with Monster Worldwide is not renewed or our agreement with Apollo Group does not continue on terms favorable to us, our business, operating results and financial condition would be materially and adversely affected and we will require substantial human and capital resources to generate other sources of revenue, and if we are unable to generate other sources of revenue, our business may fail.

We have a limited operating history in the online professional networking business, which is a new and unproven market, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We began our operations in the online professional diversity networking business in 2007 and online professional networking within specific segments of the population is a new and unproven business concept . Therefore a market for our services may not develop as expected, if at all. This limited operating history and novel business concept makes it difficult to effectively assess our future prospects. You should consider our business and prospects in light of the risks and difficulties we encounter in this rapidly evolving market, which are further described elsewhere in these risk factors disclosed in this section. We may not be able to successfully address these risks and difficulties.

We expect to face increasing competition in the market for online professional networks from social networking websites and Internet search companies, among others.

We face significant competition in all aspects of our business, and we expect such competition to increase, particularly in the market for online professional networks.

Our industry is evolving rapidly and is becoming increasingly competitive. Larger and more established online professional network companies, such as LinkedIn, may focus on the online diversity professional networking market and could directly compete with us. Rival companies or smaller companies, including application developers, could also launch new products and services that compete with us and that could gain market acceptance quickly. Individual employers have and may continue to create and maintain their own network of diverse candidates.

We also expect that our existing competitors will focus on professional diversity recruiting. A number of these companies may have greater resources than we do, which may enable them to compete more effectively. For example, our competitors with greater resources may partner with wireless telecommunications carriers or other Internet service providers that may provide Internet users, especially those that access the Internet through mobile devices, incentives to visit our competitors’ websites. Such tactics or similar tactics could decrease the number of our visits, unique visitors and number of users and members, which would materially and adversely affect our business, operating results and financial condition.

Additionally, users of online social networks, such as Facebook, may choose to use, or increase their use of, those networks for professional purposes, which may result in those users decreasing or eliminating their use of our specialized online professional network. Companies that currently do not focus on online professional diversity networking, such as LinkedIn, could also expand their focus to diversity networking. A current strategic partner, Monster Worldwide, may develop its own proprietary online diversity network and compete directly against us. To the extent Monster Worldwide terminates its relationship with us and develops its own network or establishes alliances and relationships with others, our business, operating results and financial condition could be materially harmed. Finally, other companies that provide content for professionals could develop more compelling offerings that compete with us and adversely impact our ability to keep our members, attract new members or sell our solutions to customers.

We process, store and use personal information and other data, which subjects us to governmental regulation, enforcement actions and other legal obligations or liability related to data privacy and security, and our actual or perceived failure to comply with such obligations could materially harm our business.

We receive, store and process personal information and other member data, and we enable our members to share their personal information with each other and with third parties. There are numerous federal, state, local and foreign laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other member data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We generally comply with industry standards and adhere to the terms of our privacy policies and privacy-related obligations to third parties (including voluntary third-party certification bodies such as TRUSTe). We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to users or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other member data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause our members and customers to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties we work with, such as customers, vendors or developers, violate applicable laws or our policies, such violations may also put our members’ information at risk and could in turn have an adverse effect on our business.

The effect of significant declines in our ability to generate revenue may not be reflected in our short-term results of operations.

We recognize revenue from sales of our hiring solutions over the term of an agreement, which is typically 12 months. As a result, a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters. Consequently, an adjustment or non-renewal of our agreement with Monster Worldwide, or a termination or decline in purchase orders pursuant to our agreement with Apollo Group, in any one quarter may not significantly impact our revenue in that quarter but will negatively affect our revenue in future quarters. In addition, we may be unable to adjust our fixed costs in response to reduced revenue. Accordingly, the effect of significant declines in our ability to generate revenue may not be reflected in our short-term results of operations.

Our business is dependent on the continuity of certain social trends, some of which may stop abruptly. In particular, increased privacy concerns may jeopardize the growth of online social and professional network websites. Furthermore, it is possible that people may not want to identify in online social or professional networks with a focus on diversity at all. Or alternatively, people who belong to more than one diversity group

(such as Hispanic-American females, among others) may not be drawn to our websites, which singularly focus on one specific diversity group. Our strategy may fail as a result of these changing social trends, and if we do not timely adjust our strategy to adapt to changing social trends, we will lose members, and our business, operating results and financial condition would be materially and adversely affected.

The regulatory environment favorable to promoting diversity in the workplace may change.

Federal and state laws and regulations require certain companies engaged in business with governmental entities to report and promote diverse hiring practices. Repeal or modification of such laws and regulations could decrease the incentives of employers to actively seek diverse employee candidates through networks such as ours and materially affect our revenues.

The widespread adoption of different smart phones, smart phone operating systems and mobile applications, or apps, could require us to make substantial expenditures to modify or adapt our websites, applications and services.

The number of people who access the Internet through devices other than personal computers, including personal digital assistants, smart phones and handheld tablets or computers, has increased dramatically in the past few years and we believe this number will continue to increase. Each manufacturer or distributor of these devices may establish unique technical standards, and our products and services may not work or be viewable on these devices as a result. Furthermore, as new devices and new platforms are continually being released, it is difficult to predict the problems we may encounter in developing versions of our products and services for use on these alternative devices and we may need to devote significant resources to the creation, support, and maintenance of such devices. For example, we currently have a mobile application, or app, for the iPhone and plan to build apps for other mobile devices and will need to continually adapt our website and apps to be user-friendly to different operating systems and platforms. If we are slow to develop products and technologies that are compatible with such devices, we might fail to capture a significant share of an increasingly important portion of the market for our products and services.

We rely heavily on our information systems and if our access to this technology is impaired, or we fail to further develop our technology, our business could be significantly harmed.

Our success depends in large part upon our ability to store, retrieve, process and manage substantial amounts of information, including our database of our members. To achieve our strategic objectives and to remain competitive, we must continue to develop and enhance our information systems. Our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our information systems to evolving industry standards and to improve the performance and reliability of our information systems. This may require the acquisition of equipment and software and the development, either internally or through independent consultants, of new proprietary software. Our inability to design, develop, implement and utilize, in a cost-effective manner, information systems that provide the capabilities necessary for us to compete effectively would materially and adversely affect our business, financial condition and operating results.

We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our websites are accessible within an acceptable load time.

An element that is key to our continued growth is the ability of our members and other users that we work with to access any of our websites within acceptable load times. We call this website performance. We have experienced, and may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our websites simultaneously, and denial of service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time.

If any of our websites are unavailable when users attempt to access it or does not load as quickly as they expect, users may seek other websites to obtain the information or services for which they are looking, and may not return to our websites as often in the future, or at all. This would negatively impact our ability to attract members and other users and increase engagement on our websites. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, operating results and financial condition may be materially and adversely affected.

Our systems are vulnerable to natural disasters, acts of terrorism and cyber attacks.

Our systems are vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, cyber attacks and similar events. We have implemented a disaster recovery program, maintained by a third party vendor, which allows us to move production to a back-up data center in the event of a catastrophe. Although this program is functional, it does not yet provide a real-time back-up data center, so if our primary data center shuts down, there will be a period of time that such website will remain shut down while the transition to the back-up data center takes place. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at our hosting facilities could result in lengthy interruptions in our services. Furthermore, we do not carry business interruption insurance or cyber security insurance. Therefore, we will not be compensated by third party insurers in the event of service interruption or cyber attack, and we face the risk that our business may never recover from such an event.

If our security measures are compromised, or if any of our websites are subject to attacks that degrade or deny the ability of members or customers to access our solutions, members and customers may curtail or stop use of our solutions.

Our members provide us with information relevant to their career seeking experience with the option of having their information becoming public or private. If we experience compromises to our security that result in website performance or availability problems, the complete shutdown of our websites, or the loss or unauthorized disclosure of confidential information, our members may lose trust and confidence in us, and will use our websites less often or stop using our websites entirely. Further, outside parties may attempt to fraudulently induce employees, members or customers to disclose sensitive information in order to gain access to our information or our members’ or customers’ information. Because the methods used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often are not recognized until launched against a target and may originate from less regulated and remote areas around the world, we may be unable to proactively address these methods or to implement adequate preventative measures. Any or all of these issues could negatively impact our ability to attract new members and increase engagement by existing members, cause existing members to close their accounts or existing customers to cancel their contracts, subject us to lawsuits, regulatory fines or other action or liability, thereby materially and adversely affecting our reputation, our business, operating results and financial condition.

The reported number of our members is higher than the number of actual individual members, and a substantial majority of our visits are generated by a minority of our members and users.

The reported number of members in our networks is higher than the number of actual individual members because some members have multiple registrations, other members have died or become incapacitated, and others may have registered under fictitious names. Given the challenges inherent in identifying these accounts, we do not have a reliable system to accurately identify the number of actual members, and thus we rely on the number of members as our measure of the size of our networks. Further, a substantial majority of our members do not visit our websites on a monthly basis, and a substantial majority of our visits are generated by a minority of our members and users. If the number of our actual members does not meet our expectations or we are unable to increase the breadth and frequency of our visiting members, then our business may not grow as fast as we expect, which would materially and adversely affect our business, operating results and financial condition.

If our members’ profiles are out-of-date, inaccurate or lack the information that users and customers want to see, we may not be able to realize the full potential of our networks, which could adversely impact the growth of our business.

If our members do not update their information or provide accurate and complete information when they join our networks or do not establish sufficient connections, the value of our networks may be negatively impacted because our value proposition as diversity professional networks and as a source of accurate and comprehensive data will be weakened. For example, customers of our hiring solutions may not find that certain members misidentify their ethnic, national, cultural, racial, religious or gender classification, which could result in mismatches that erode customer confidence in our solutions. Similarly, incomplete or outdated member information would diminish the ability of our marketing solutions customers to reach their target audiences and our ability to provide research data to our customers. Therefore, we must provide features and products that demonstrate the value of our networks to our members and motivate them to contribute additional, timely and accurate information to their profile and our networks. If we fail to successfully motivate our members to do so, our business, operating results and financial condition could be materially and adversely affected.

Public scrutiny of Internet privacy issues may result in increased regulation and different industry standards, which could deter or prevent us from providing our current products and solutions to our members and customers, thereby materially harming our business.

The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet have recently come under increased public scrutiny. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain on-line tracking and targeted advertising practices. In addition, various government and consumer agencies have also called for new regulation and changes in industry practices.

Our business could be adversely affected if legislation or regulations are adopted, interpreted or implemented in a manner that is inconsistent with our current business practices or that require changes to these practices, the design of our websites, products, features or our privacy policy. In particular, the success of our business has been, and we expect will continue to be, driven by our ability to use the data that our members share with us in accordance with each of our websites’ privacy policies and terms of use. Therefore, our business, operating results and financial condition could be materially and adversely affected by any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of data our members choose to share with us, or regarding the manner in which the express or implied consent of consumers for such use and disclosure is obtained. Such changes may require us to modify our products and features, possibly in a material manner, and may limit our ability to develop new products and features that make use of the data that our members voluntarily share with us.

Our business is subject to a variety of U.S. laws and regulations, many of which are unsettled and still developing and which could subject us to claims or otherwise materially harm our business.

We are subject to a variety of laws and regulations in the United States, including laws regarding data retention, privacy and consumer protection, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, regulatory authorities are considering a number of legislative and regulatory proposals concerning data protection and other matters that may be applicable to our business. It is difficult to predict how existing laws will be applied to our business and

the new laws to which we may become subject. See the discussion included in “Government Regulation” beginning on page [ ] of this prospectus.

If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain solutions, which would materially and adversely affect our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could materially harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could materially and adversely affect our business, financial condition and results of operations.

The existing global economic and financial market environment has had, and may continue to have, a negative effect on our business and operations.

Demand for our services is sensitive to changes in the level of economic activity. Many companies hire fewer employees when economic activity is slow. Since the financial crisis in 2008, unemployment in the U.S. has increased and hiring activity has been limited. If the economy does not fully recover or worsens, or unemployment remains at high levels, demand for our services and our revenue may be reduced. In addition, lower demand for our services may lead to lower prices for our services.

The volatility in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if the economy does not fully recover or worsens, our business, results of operations and financial condition would be materially and adversely affected.

We may seek to acquire or merge with other businesses, which exposes us to certain risks.

As discussed elsewhere in this prospectus, we intend to use approximately 40% of the net proceeds of this offering for strategic acquisitions. Although we currently have no agreements or commitments with respect to material acquisitions or investments in other companies, we may, from time to time, explore opportunities to acquire or consolidate some of the companies in our industry. Depending on the nature of the acquired entity or operations, integration of acquired operations into our present operations may present substantial difficulties. Even where material difficulties are not anticipated, there can be no assurance that we will not encounter such difficulties in integrating acquired operations with our operations, which may result in a delay or the failure to achieve anticipated synergies, increased costs and failures to achieve increases in earnings or cost savings. The difficulties of combining the operations of acquired companies may include, among other things:

For these reasons, we may fail to successfully complete the integration of an acquired entity, or to realize the anticipated benefits of the integration of an acquired entity. Actual cost savings and synergies which may be achieved from an acquired entity may be lower than we expect and may take a longer time to achieve than we

anticipate. Also, there may be overlap of users and such members of an acquired entity and one of our websites that would adversely affect anticipated benefits from such acquisition. One or more of such acquisition-related risks, if realized, could have a material and adverse effect on our business, operating results and financial condition.

Our revenue growth rate may decline as our costs increase and we may not be able to maintain our profitability over the long term.

Our net revenue grew from approximately $1.36 million for the three months ended March 31, 2011 to $1.51 million for the three months ended March 31, 2012, which represented a quarter over quarter increase of 12%. However, net income decreased during the same period. From 2010 to 2011, our net revenue grew from approximately $4.4 million to $5.6 million, which represented a year over year increase of 27%. In the future, even if our net revenue continues to increase, our revenue growth rate may decline over time, and we may not be able to generate sufficient revenue to sustain our profitability. We also expect our costs to increase in future periods, which could negatively affect our future operating results. In particular, in 2012, our strategy is to continue to invest for future growth and we will incur additional expenses associated with being a publicly traded company, and as a result we may not be profitable in 2012. In particular, we expect to continue to expend substantial financial and other resources on:

These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business, our business, operating results and financial condition will be harmed. If we fail to effectively manage our growth, our business and operating results could be materially harmed.

Our business depends on strong brands, and any failure to maintain, protect and enhance our brands would hurt our ability to retain or expand our base of members, enterprises and professional organizations, or our ability to increase their level of engagement.

We believe we have developed strong brands, particularly “iHispano” and “A Mighty River,” that we believe have contributed significantly to the success of our business. Maintaining, protecting and enhancing our brands is critical to expanding our base of members, advertisers, corporate customers and other strategic partners and users, and increasing their engagement with our websites, and will depend largely on our ability to maintain member trust, be a technology leader and continue to provide high-quality solutions, which we may not do successfully. An inability to successfully maintain strong brands would materially and adversely affect our business, financial condition and results of operations.

Failure to protect or enforce our intellectual property rights could materially harm our business and operating results.

We regard the protection of our intellectual property as critical to our success. In particular, we must maintain, protect and enhance our brands. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. In the ordinary course, we enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information and customized technology platform. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.

We pursue the registration of our domain names, trademarks, and service marks in the United States and in certain locations outside the United States. Effective trademark, trade dress and domain names are expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We are seeking to protect our trademarks and domain names, a process that is expensive and may not be successful.

Litigation may be necessary to enforce our intellectual property rights or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results. We may incur significant costs in enforcing our trademarks against those who attempt to imitate our brands. If we fail to maintain, protect and enhance our intellectual property rights, our business, operating results and financial condition would be materially and adversely affected.

We may in the future be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially and adversely affect our business results or operating and financial condition.

We may be party to lawsuits in the normal course of business. Litigation in general is often expensive and disruptive to normal business operations. We may face in the future, allegations and lawsuits that we have infringed the intellectual property and other rights of third parties, including patents, privacy, trademarks, copyrights and other rights. For example, TQP Development, LLC recently filed claims against LinkedIn, Monster Worldwide and other Internet job recruitment and software companies alleging infringement of its patent covering data encryption technology. Litigation, particularly intellectual property and class action matters, may be protracted and expensive, and the results are difficult to predict. Adverse outcomes may result in significant settlement costs or judgments, require us to modify our products and features while we develop non-infringing substitutes or require us to stop offering certain features.

From time to time, we may face claims against companies that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our solutions, any of which would have a negative effect on our business and operating results.

Our success depends in large part upon our management and key personnel. Our inability to attract and retain these individuals could materially and adversely affect our business, results of operations and financial condition.

We are highly dependent on our management and other key employees, including our founder, Mr. Rudy Martinez and our Chief Executive Officer, Mr. Jim Kirsch. The skills, knowledge and experience of these individuals, as well as other members of our management team, are critical to the growth of our company. Our future performance will be subject to the continued successful service of members of our management and key employees. We do not maintain key man life insurance for any of the members of our management team or other key personnel. Competition for management in our industry is intense, and we may not be able to retain our management and key personnel or attract and retain new management and key personnel in the future, which could materially and adversely affect our business, results of operations and financial condition.

If Internet search engines’ methodologies are modified or our search result page rankings decline for other reasons, our member engagement and number of members and users could decline.

We depend in part on various Internet search engines, such as Google, Bing and Yahoo!, to direct a significant amount of traffic to our websites. Our ability to maintain the number of visitors directed to our websites is not entirely within our control. Our competitors’ search engine optimization, or SEO, efforts may result in their

websites receiving a higher search result page ranking than ours, or Internet search engines could revise their methodologies in an attempt to improve their search results, which could adversely affect the placement of our search result page ranking. If search engine companies modify their search algorithms in ways that are detrimental to our new user growth or in ways that make it harder for our members to use our websites, or if our competitors’ SEO efforts are more successful than ours, overall growth in our member base could slow, member engagement could decrease, and we could lose existing members. These modifications may be prompted by search engine companies entering the online professional networking market or aligning with competitors. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future. Any reduction in the number of users directed to our websites would materially harm our business and operating results. Our platform includes connectivity across the social graph, including websites such as Facebook, Google+, LinkedIn and Twitter. If for any reason these websites discontinue or alter their current open platform policy it could have a negative impact on our user experience and our ability to compete in the same manner we do today.

Wireless communications providers may give their customers greater access to our competitors’ websites.

Wireless communications providers may provide users of mobile devices greater access to websites which compete with our websites at more favorable rates or at faster download speeds. This could have a material adverse effect on PDN’s business, operating results and financial condition. Creation of an unequal playing field in terms of Internet access could significantly benefit larger and better capitalized companies competing with us.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to increase our sales and marketing efforts and product development and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business, operating results and financial condition may be materially harmed.

Our directors, executive officers and significant stockholders will continue to have substantial control over us after this offering and could limit your ability to influence the outcome of key transactions, including changes of control.

We anticipate that our directors and executive officers and their affiliated entities will, in the aggregate, beneficially own [ ]% of our outstanding common stock following the completion of this offering, assuming no shares of our common stock are purchased in a directed share offering under our newly established Customer Stock Ownership Plan and the underwriter does not exercise its option to purchase additional shares. In particular, Daniel L. Ladurini GST Trust (“Ladurini Family Trust”) which beneficially owns [ ]%, together with Mr. Kirsch, our Chairman and Chief Executive Officer and Mr. Martinez, our Executive Vice President and founder, will beneficially own [ ]% of our outstanding common stock following the completion of this offering, together will be able to control or influence significantly all matters requiring approval by our stockholders. These stockholders may have interests that differ from yours, and they may vote in a way with which you disagree and that may be adverse to your interests. The concentration of ownership of our common stock may have the effect of delaying, preventing or

deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company, and may affect the market price of our common stock. This concentration of ownership also limits the number of shares of stock likely to be traded in public markets and therefore will adversely affect liquidity in the trading of our common stock. This concentration of ownership of our common stock may also have the effect of influencing the completion of a change in control that may not necessarily be in the best interests of all of our stockholders.

We are a “controlled company” within the meaning of the NASDAQ rules and, as a result, will qualify for exemptions from certain corporate governance requirements.

Upon completion of this offering, Ladurini Family Trust may continue to control a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the NASDAQ rules, a company of which more than 50% of the voting power is held by another company is a “controlled company” and need not comply with certain requirements, including the requirement that a majority of the board of directors consist of independent directors and the requirements that our compensation and nominating committees be comprised entirely of independent directors. We do not intend to rely on these exemptions. However, in the future, we may decide to avail ourselves of such exemptions and if in the future we choose to do so, you will not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements.

The market price for our securities may be subject to wide fluctuations and our common stock may trade below the initial public offering price.

The initial public offering price of our common stock will be determined by negotiations between us and representatives of the underwriter, based on numerous factors, including factors discussed under the “Underwriting” section of this prospectus. This price may not be indicative of the market price of our common stock after this offering. We cannot assure you that you will be able to resell your common stock at or above the initial public offering price. The securities of technology companies, especially Internet companies, have experienced wide fluctuations subsequent to their initial public offerings, including trading at prices below the initial public offering prices. Factors that could affect the price of our common stock include risk factors described in this section. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular industries or companies. For example, the capital and credit markets have been experiencing volatility and disruption for more than 12 months. Starting in September 2008, the volatility and disruption have reached extreme levels, developing into a global crisis. As a result, stock prices of a broad range of companies worldwide, whether or not they are related to financial services, have declined significantly. These market fluctuations may also have a material adverse effect on the market price of our common stock. The aggregate value of the shares of common stock offered by us is relatively small and may result in relatively low trading volumes in our common stock, making it more difficult for our stockholders to sell their shares.

Our stock price could decline due to the large number of outstanding shares of our common stock eligible for future sale.

We have a small public float relative to the total number of shares of our common stock that are issued and outstanding and a substantial majority of our issued and outstanding shares are currently restricted as a result of securities laws, lock-up agreements or other contractual restrictions that restrict transfers. Immediately following the consummation of this offering and a directed share offering under our newly established Customer Stock Ownership Plan, we will have [ ] shares of common stock outstanding.

All [ ] shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. Upon the release of the underwriter’s lock-up from this

offering, expected to occur 180 days after the date of this prospectus, approximately [ ] additional shares will be eligible for sale, subject in some cases to volume and other restrictions of Rule 144 under the Securities Act. Sales of substantial amounts of our common stock in the public market following the release of lock-up restrictions or otherwise, or the perception that these sales could occur, could cause the market price of our common stock to decline.

You will experience immediate and substantial dilution in the net tangible book value of your investment and may experience further dilution in the future.

The offering price per share of common stock in this offering is substantially higher than the net tangible book value per share of our outstanding common stock prior to this offering. Consequently, when you purchase our common stock in this offering assuming an offering price per share of $[ ], the midpoint of the range listed on the front cover of this prospectus, you will incur immediate dilution of $[ ] per share.

Nasdaq may delist our common stock from quotation on its exchange which could limit investors’ ability to trade our common stock and subject our shares to additional trading restrictions.

We are seeking to list our common stock on the Nasdaq Capital Market, and we will not offer our common stock unless we are approved for listing on a national securities exchange. However, we cannot assure you that our common stock will meet the continued listing requirements to be listed on Nasdaq in the future.

If, following this offering, Nasdaq decides to delist our common stock from trading on its exchange, we could face significant material adverse consequences including:

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our proposed amended and restated certificate of incorporation and amended and restated bylaws that we intend to adopt prior to the consummation of this offering may have the effect of delaying or preventing a change of control or changes in our management. Our proposed amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

These provisions may frustrate or prevent attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

We intend to use approximately 15% of the net proceeds of this offering for sales and marketing, 25% of the net proceeds for product development, 40% of the net proceeds for strategic acquisitions and reserve the remaining 20% of the net proceeds for future growth opportunities. Although from time to time, we may meet with and identify acquisition targets, we currently have no agreements or commitments with respect to material acquisitions or investments in other companies. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or the market value of our securities. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

We are obligated to develop and maintain proper and effective internal controls over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may have one or more material weaknesses, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and attestations of the effectiveness of internal controls by independent auditors. We would be required to perform the annual review and evaluation of our internal controls no later than for the fiscal year ending December 31, 2013. However, we initially expect to qualify as a smaller reporting company and as an emerging growth company, and thus, we would be exempt from the auditors’ attestion requirement until such time as we no longer qualify as a smaller reporting company and an emerging growth company. We would no longer qualify as a smaller reporting company if the market value of our public float exceeded $75 million as of the last day of our second fiscal quarter in any fiscal year following this offering. We would no longer qualify as a emerging growth company at such time as described in the risk factor immediately below.

We are in the early stages of the costly and challenging process of compiling the system and processing documentation necessary to evaluate and correct a material weakness in internal controls needed to comply with Section 404. The material weakness relates to our being a small company with a limited number of employees which limits our ability to assert the controls related to the segregation of duties. During the evaluation and testing process, if we identify one or more additional material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline.

We have taken the first step towards remediating our material weakness relating to segregation of duties by hiring a Chief Financial Officer with public company reporting experience. We intend to hire additional accounting

personnel prior to management’s first required review and evaulation of internal controls for the fiscal year ending December 31, 2012. The costs relating to remediating this material weakness will primarily consist of additional employment costs, which we do not expect to have a material effect on our results of operations.

While we currently qualify as an “emerging growth company” under the JOBS Act, we will lose that status at the latest by the end of 2017, which will increase the costs and demands placed upon our management.

We will continue to be deemed an emerging growth company until the earliest of (i) the last day of the fiscal year during which we had total annual gross revenues of $1,000,000,000 (as indexed for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which we are deemed to be a ‘large accelerated filer,’ as defined by the SEC, which would generally occur upon our attaining a public float of at least $700 million. Once we lose emerging growth company status, we expect the costs and demands placed upon our management to increase, as we would have to comply with additional disclosure and accounting requirements, particularly if our public float should exceed $75 million on the last day of our second fiscal quarter in any fiscal year following this offering, which would disqualify us as a smaller reporting company.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

The JOBS Act permits “emerging growth companies” like us to rely on some of the reduced disclosure requirements that are already available to smaller reporting companies, which are companies that have a public float of less than $75 million. As long as we qualify as an emerging growth company or a smaller reporting company, we would be permitted to omit the auditor’s attestation on internal control over financial reporting that would otherwise be required by the Sarbanes-Oxley Act, as described above and are also exempt from the requirement to submit “say-on-pay”, “say-on-pay frequency” and “say-on-parachute” votes to our stockholders and may avail ourselves of reduced executive compensation disclosure that is already available to smaller reporting companies.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will cease to be an emerging growth company at such time as described in the risk factor immediately above. Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile and could cause our stock price to decline.

Following the completion of our offering, we do not intend to declare or pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements that involve risks and uncertainties. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Many important factors affect our ability to achieve our objectives, including:

These factors could cause actual results to differ materially from the results anticipated by these forward-looking statements. You should read these risk factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus. We cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, if at all.

You should read this prospectus completely. Other than as required by law, we undertake no obligation to update these forward-looking statements, even though our situation may change in the future. We qualify all the forward-looking statements contained in this prospectus by the foregoing cautionary statements.

Assuming an initial public offering price of $[ ] per share, the midpoint of the range on the front cover of this prospectus, we estimate our net proceeds from the sale of [ ] shares of our common stock in this offering will be $[ ] million, assuming no shares of our common stock are purchased in a directed share offering under our newly established Customer Stock Ownership Plan and after deducting the estimated underwriting discounts and commissions, the underwriter’s accountable expense allowance of up to 1.5% of the gross proceeds from the sale of the firm shares and estimated offering expenses payable by us.

If the underwriter exercises its option to purchase additional shares in full, we estimate that our net proceeds from this offering will be $[ ] million, after deducting the estimated underwriting discounts and commissions, the underwriter’s accountable expense allowance and estimated offering expenses payable by us. A $[ ] increase or decrease in the assumed initial public offering price of $[ ] per share would increase or decrease the net proceeds to us from this offering by $[ ] million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions, the underwriter’s accountable expense allowance and estimated offering expenses payable by us.

The expected use of net proceeds from this offering represents our current intentions based upon our present plans and business conditions; however, our plans and business conditions are subject to change and there may be circumstances where a reallocation of funds is necessary. The amount and timing of our actual expenditures depend on numerous factors, including fluctuations in corporate hiring, economic conditions and availability of opportunities. Accordingly, we may change the allocation of use of these proceeds as a result of contingencies.

We intend to use approximately 15% of the net proceeds of this offering for sales and marketing, 25% of the net proceeds for product development, 40% of the net proceeds for strategic acquisitions and reserve the remaining 20% of the net proceeds for future growth opportunities which may include additional investments in sales and marketing, products and/or strategic acquisitions and for general working capital. Although from time to time, we may meet with and identify acquisition targets, we currently have no agreements or commitments with respect to material acquisitions or investments in other companies. Management will retain broad discretion in the allocation of the net proceeds of this offering. You will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.

Following the completion of this offering, we intend to retain the net proceeds of the offering and our future earnings, if any, to finance the further development and expansion of our business and do not intend or expect to pay cash dividends in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, outstanding indebtedness and plans for expansion and restrictions imposed by lenders, if any.

The outstanding share information in the table above is based on the number of shares outstanding as of December 31, 2011 (the same number of shares are outstanding as of the date of this prospectus), and excludes:

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after completion of this offering.

As of March 31, 2012, we had a net tangible book value of $[ ], or $[ ] per share of common stock on a pro forma basis giving effect to the completion of our reorganization. Net tangible book value per share is equal to our total tangible assets (total assets less intangible assets) less our total liabilities divided by the number of shares of common stock outstanding.

After giving effect to our sale of shares of common stock at an assumed initial public offering price of $[ ] per share, the midpoint of the range on the front cover of this prospectus, deducting the estimated underwriting discounts and commissions, the underwriter’s accountable expense allowance and estimated offering expenses payable by us, the pro forma as adjusted net tangible book value of our common stock, as of December 31, 2011, would have been $[ ] million, or $[ ] per share. This amount represents an immediate increase in net tangible book value to our existing stockholders of $[ ] per share and an immediate dilution to new investors of $[ ] per share.

A $1.00 increase or decrease in the assumed initial public offering price of $[ ] per share would increase or decrease, respectively, our pro forma as adjusted net tangible book value by $[ ] million, the pro forma as adjusted net tangible book value per share by $[ ] per share and the dilution in the net tangible book value to investors in this offering by $[ ] per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions, the underwriter’s accountable expense allowance and estimated offering expenses payable by us.

The following table summarizes, as of the date of this prospectus, on a pro forma as adjusted basis, the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by our existing stockholders and by new investors, based upon an assumed initial public offering price of $[ ] per share, the midpoint of the range on the front cover of this prospectus, and before deducting estimated underwriting discounts and commissions, the underwriter’s accountable expense allowance and offering expenses payable by us.

A $1.00 increase or decrease in the assumed initial public offering price of $[ ] per share would increase or decrease, respectively, total consideration paid by new investors and total consideration paid by all stockholders by approximately $[ ] million, assuming that the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same.

In the preceding tables, the shares of common stock outstanding exclude, as of the date of this prospectus:

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Summary Financial Data” and our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements, which are based on our assumptions about the future of our business. Our actual results will likely differ materially from those contained in the forward-looking statements. Please read “Special Note Regarding Forward-Looking Statements” included elsewhere in this prospectus for additional information regarding forward-looking statements used in this prospectus. For purposes of this prospectus, unless the context clearly dictates otherwise, all references in this prospectus to “professionals” mean persons interested in the company’s websites presumably for the purpose of career advancement or related benefits offered by the company, whether or not such person is employed and regardless of the level of education or skills possessed by such person. The company does not impose any selective or qualification criteria on membership and the term “professional(s)” as used in this prospectus should be interpreted accordingly. In addition, the company does not verify that any member of a particular website qualifies as a member of the ethnic, cultural or other group identified by that website. References to “user(s)” means any person who visits one or more of our websites and “our member(s)” means an individual user who has created a member profile on that website as of the date of measurement. If a member is inactive for 24 months then such person will be automatically de-registered from our database. The term “diverse” (or “diversity”) is used throughout this prospectus to include communities that are distinct based on a wide array of criteria which may change from time to time, including ethnic, national, cultural, racial, religious or gender classification.

We generate revenue through two sources – recruitment and advertising. Our principal customer in the recruitment sector is Monster Worldwide, and our principal customer in the advertising sector is Apollo Group.

Recruitment. We currently generate all of our recruitment revenue through our exclusive recruitment relationship with Monster Worldwide. Pursuant to our agreement with Monster Worldwide, we post the job opportunities of certain employers that work with Monster Worldwide on our websites and on the websites of diverse professional organizations with which we have cross-posting agreements. Pursuant to our agreement with Monster Worldwide, we are prohibited from selling products or services competitive with Monster Worldwide or enabling any competitor of Monster Worldwide (e.g., CareerBuilder or any other provider of job search services) to post jobs on our websites or otherwise provide content to, or derive content or advertising from, us. Please see the section entitled “Business - Monster Worldwide” for further information about our business arrangement with Monster Worldwide.

We are currently dependent on Monster Worldwide to generate all of our recruitment revenue. Our contract with Monster Worldwide expires on December 31, 2012. As described elsewhere herein, the contract renews automatically with the same terms unless either party delivers a notice of non-renewal within 60 days of the contractual expiration date. We currently intend to renegotiate our contract with Monster Worldwide to propose terms that could enable us to generate increasing revenues under this arrangement; however, there is no assurance that we will be successful in our efforts to do so. We also cannot provide any assurance that Monster Worldwide would not attempt to renegotiate or choose not to renew our contract.

We currently believe that there are four principal outcomes that could occur with respect to our agreement with Monster Worldwide. If our agreement with Monster Worldwide automatically renews without any changes in terms, our base recruitment revenue will remain the same and we will continue to be subject to certain performance clauses that could result in a 10% reduction of recruitment revenue (an adjusted guarantee minimum) or attain premiums if we meet certain performance criteria specified under the terms of our existing agreement. In the event that we are able to renew our agreement with Monster Worldwide on more favorable terms, our recruitment revenue might increase. If we extend our agreement with Monster Worldwide on less favorable terms, our recruitment revenue would decline. If we do not renew our agreement with Monster

Worldwide after it expires at the end of 2012 for any reason, we would not be able to generate any recruitment revenue unless and until we are able to market our diversity recruitment services to businesses directly. We believe favorable market conditions would be necessary for us to modify our business model; however, even if there were such conditions the lead time we would need and investment that we would be required to commence direct recruitment services would be significant and our level of success would be uncertain. We plan to finalize our future arrangements with Monster Worldwide by the end of 2012; however, we cannot predict the outcome of this matter nor can we predict whether we will need to implement a new strategy or business model relating to recruitment services.

Revenue from our recruitment sector will be impacted positively and negatively by certain general macroeconomic conditions, such as the national unemployment rate. An increase in demand for employees should create market conditions favorable to recruitment companies like ourselves. Conversely, a weak employment environment should have a negative impact. We believe that our focus on diverse professionals mitigates this risk because of the social and political environment in the United States. We believe recent trends indicate an increased focus by companies seeking to hire diverse Americans for both compliance and business necessity. For example, as the Hispanic population grows and companies seek to conduct business with this population, we expect companies will hire aggressively within the Hispanic community, which would result in robust demand for bilingual English/Spanish speakers and writers. Because of our specialization and focus in diversity recruitment, as opposed to general recruitment, we have not yet experienced negative pricing pressure associated with product commoditization (which is the act of making a product or service easy to obtain by making it as uniform, plentiful and affordable as possible).

Advertising. We generate most of our advertising revenue from our exclusive advertising relationship with Apollo Group, for which we place advertising on our websites and to whose website we direct our members to help advance their education. Under our agreement with Apollo Group, we may not perform advertising services for any other institution of higher education, whether for-profit or non-profit, other than Apollo Group. Because we have an exclusivity arrangement with Apollo Group, our revenue growth in this market segment is dependent on the volume of students interested in, and the success of, Apollo Group’s University of Phoenix and their use of our websites. Please see the section entitled “Business - University of Phoenix” for further information about our business arrangement with Apollo Group.

The majority of our advertising revenue from Apollo Group is recognized based upon fixed fees with certain minimum monthly website visits or fixed fee for revenue sharing agreements in which payment is required at the time of posting. Unless we earn additional advertising revenue from clients outside of the higher education sector, our ability to generate additional advertising revenue is limited, unless we are able to negotiate more favorable terms with Apollo Group.

We believe that we have an opportunity for long-term growth with Apollo Group. In the short term, we are focused on maintaining our relationship with Apollo Group. If our relationship with Apollo Group is discontinued, we would suffer a loss in advertising revenue in the short-term. However, in the long-term, we feel that the for-profit education market sector is large enough and competitive enough to allow us to positively adjust to the potential loss of this client because we believe our target audience of diverse professionals is highly sought after. We believe we have significant opportunities to grow our advertising revenue from clients outside of the education sector.

In the three months ended March 31, 2012, we began to increase our sales and marketing, as well as, product development expenses. Such expenses will not be capitalized under our financial statements, and we do not expect to see increased revenues resulting from these investments until the third quarter of 2012 at the earliest. Therefore, as we execute our strategy to increase advertising revenue by hiring additional personnel, expanding our marketing efforts and building a sales team, our profitability has declined and may continue to decline in the short-term.

The following tables set forth our results of operations for the periods presented (certain items may not foot due to rounding). The period-to-period comparison of financial results is not necessarily indicative of future results.

Comparison of the Three Months Ended March 31, 2012 with the Three Months Ended March 31, 2011

The following tables set forth our results of operations for the periods presented as a percentage of net revenue for those periods (certain items may not foot due to rounding). The period to period comparison of financial results is not necessarily indicative of future results.

Total net revenue was $1,514,661, an increase of $156,608, or 12%, for the three months ended March 31, 2012, compared to $1,358,054 for the three months ended March 31, 2011. Net revenue from our recruitment solutions remained flat as our base fixed fee pursuant to our contract with Monster Worldwide did not change from 2011 to 2012. Net revenue from our consumer advertising and consumer marketing solutions was $514,661, an increase of $156,608, or 12%, for the three months ended March 31, 2012 compared to $358,054 for the three months ended March 31, 2011. The quarter over quarter increase was a result of an amendment to our Apollo Education to Careers Agreement that commenced in the third quarter of 2011, which resulted in additional revenue of

$101,000, and an agreement entered into with Apollo Group to provide advertising and promotion services for its Education to Education Affinity Networking Portal Site, which resulted in additional revenue of $75,000. These increases were offset by a $14,000 decrease in advertising revenue. The reason for this decrease was that we allocated additional advertising inventory to the Monster Worldwide recruitment channel, which is covered by our flat fee arrangement with Monster Worldwide, and a $5,000 decrease in media-partner revenue as demand for these services is slightly softer in 2012 than 2011.

Cost of services expense: Our cost of services expense for the three months ended March 31, 2012 was $202,052, an increase of $38,776, or 23.7%, as compared to $163,276 for the three months ended March 31, 2011. The quarter over quarter increase was primarily attributable to a net increase of $20,000 related to the maintenance and operation of our systems and websites consisting of a computer services expense increase of $13,000 and web hosting expense increase of $12,000, both due to increased traffic on our websites. Also contributing to the increase in cost of services was an increase in media expense related to our Apollo Group agreement which increased $13,000, and an increase in salaries and benefits of $4,000 resulting from hiring additional operations personnel in the fourth quarter of 2011 to support our revenue and traffic growth. The increase in cost of services expense was partially offset by a $5,000 decrease in web development costs.

Sales and marketing expense: Sales and marketing expense for the three months ended March 31, 2012 was $290,712, an increase of $96,371, or 49.6%, as compared to $194,341 for the three months ended March 31, 2011. The quarter over quarter increase consisted of $76,000 in sales and marketing salaries and benefits which resulted from hiring additional staff in the third and fourth quarters of 2011 to support our revenue growth and a $20,000 increase in online marketing expense in order to support additional website traffic.

General and administrative expense: Our general and administrative expenses for the three months ended March 31, 2012 were $253,350, an increase of $100,590, or 65.8%, as compared to $152,760 for the three months ended March 31, 2011. The quarter over quarter increase in general and administrative expense was primarily due to audit and accounting fees of approximately $80,000 and increases in personnel expenses of $19,400 related to the hiring of additional personnel to support our planned initial public offering.

Depreciation and amortization expense: Depreciation and amortization expense for the three months ended March 31, 2012 was $20,711, a decrease of $6,334, or 23.4%, as compared to $27,045 for the three months ended March 31, 2011. The quarter over quarter decrease in depreciation and amortization expense was due to a decrease in amortization expense for capitalized software as the frequency and significance of updates and enhancements to our technology platforms has decreased.

Interest and other income: Interest and other income for the three months ended March 31, 2012 decreased $237 or (6.7)%, to $3,282, as compared to $3,519 for the three months ended March 31, 2011. The quarter over quarter decrease was attributable to a slight decrease in interest and dividend income on our cash balances.

Interest expense: Interest expense relates to the interest on our notes payable to certain note holders of the company. The increase in interest expense of $1,487, or 3.4%, to $45,037 for the three months ended March 31, 2012, compared to $43,550 for the three months ended March 31, 2011, was attributable to an increase in the accrued interest balance of the notes payable to our note holders. Interest expense includes the amortization of a discount of $17,200 and $16,192 at March 31, 2012 and March 31, 2011, respectively, for the note payable to one of our note holders pursuant to which we made monthly payments. Payments on the discounted note were $48,000 for each of the three months ended March 31, 2012 and March 31, 2011.

Comparison of the Year Ended December 31, 2011 with the Year Ended December 31, 2010

Total net revenue was $5,569,342, an increase of $1,184,688, or 27%, for the year ended December 31, 2011 compared to $4,384,654 for the year ended December 31, 2010. Net revenue from our recruitment solutions remained flat as our base fixed fee pursuant to our contract with Monster did not change from 2010 to 2011 and, although we continued to exceed our contract minimums, we did not exceed the number of applications required to receive additional revenue from Monster. Net revenue from our consumer advertising and consumer marketing solutions was $1,569,342, an increase of $1,184,688, or 308%, for the year ended December 31, 2011 compared to $384,654 for the year ended December 31, 2010, primarily due to $1,130,667 of revenues derived from the agreement entered into with Apollo and to a lesser extent a $54,021 increase in partner advertising revenue due to an overall increase in professional hiring demand and further market penetration of our consumer advertising and consumer marketing solutions.

Cost of services expense: Our cost of services expense for the year ended December 31, 2011 was $817,254, an increase of $95,251, or 13.2%, as compared to $722,003 for the year ended December 31, 2010. The year over year increase was primarily attributable to an increase of approximately $66,000 related to the maintenance and operation of our systems and websites, an increase of $12,000 in operations salaries and benefits and a decrease of $26,000 in our revenue sharing costs related to the number of advertisements placed on partner websites in 2011.

Sales and marketing expense: Sales and marketing expense the year ended December 31, 2011 was $1,021,839, an increase of $364,028, or 55.3%, as compared to $657,811 for the year ended December 31, 2010. The year over year increase primarily consisted of $223,000 of online marketing and public relations expenses related to our revenue growth in the consumer advertising and marketing solutions and a $141,000 increase in marketing salaries and benefits resulted from hiring additional sales and marketing staff in 2011 to support our revenue growth.

General and administrative expenses: Our general and administrative expenses for the year ended December 31, 2011 were $723,093, a decrease of $174,128, or 19.4%, as compared to $897,221 for the year ended December 31, 2010. The year over year decrease in general and administrative expense was primarily due to a decrease of $243,000 in additional compensation payments paid to one of the members. The decrease in additional compensation payments consists of $221,679 for a down payment and earnest money paid in 2010 for a condominium apartment in Miami, Florida which was primarily used by the company and a decrease of $21,425 in expenses related to the condominium (please see “Agreements with Directors and Executive Officers” for further information regarding the additional compensation payments), offset by an increase of $7,000 in personnel expenses primarily related to payroll, an increase of $29,000 as we incurred additional occupancy costs as a result of staffing increases, $17,000 of increased travel expense related to our revenue growth, $10,000 of increased office expense to support additional staff and $13,000 for increased legal and accounting services, also related to our revenue growth.

Depreciation and amortization expense: The $21,000 increase in depreciation and amortization expense for the year ended December 31, 2011, as compared to the year ended December 31, 2010 was due to a $21,000 increase in amortization expense for additions to capitalized software related to updates and enhancements to our technology platforms.

Interest and other income: Interest and other income for the year ended December 31, 2011 increased $137, or 0.8%, to $17,540, as compared to $17,403 for the year ended December 31, 2010. The change was attributable to a decrease in interest income of approximately $14,000 on our cash balances due to lower interest rates and lower balances on our interest bearing accounts offset by an increase in dividend income of $13,000 on our marketable securities and cash equivalents.

Interest expense: The decrease in interest expense of $1,000, or 0.7%, to $170,452 for the year ended December 31, 2011, compared to $171,685 for the year ended December 31, 2010, was attributable to a reduction in the accrued interest balance of the note payable to one of the note holders. Interest expense includes the amortization of a discount of $66,259 and $62,376 at December 31, 2011 and 2010, respectively, for the note pursuant to which we made a principal reduction payment. Payments on the notes were $192,000 for the years ended of December 31, 2011 and 2010.

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may delay adoption of new or revised accounting standards applicable to public companies until the earlier of the date that (i) we are no longer an emerging growth company or (ii) we affirmatively and irrevocably opt out of the extended transition period for complying with such new or revised accounting standards. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Upon issuance of new or revised accounting standards that apply to our financial statements, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting guidelines.

Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. On an ongoing basis, we evaluate these estimates and judgments, including those described below. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates.

While our significant accounting policies are more fully described in Note 3 to our financial statements included at the end of this prospectus, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our financial statements.

Our policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. We periodically reviews our accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

We account for goodwill and intangible assets in accordance with Accounting Standards Codification (“ASC”) 350 Intangibles - Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.

We evaluate goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows.

Pursuant to recent authoritative accounting guidance, we elect to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. We are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. If we determine that it is more likely than not that its fair value is less than its carrying amount, then we will perform the two-step goodwill impairment test. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying value exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of that goodwill. Any excess of the goodwill carrying value over the respective implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.

We account for capitalized technology costs in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 350-40 Internal-Use Software, we capitalize certain external and internal computer software costs incurred during the application development stage. The

application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software costs are amortized over the estimated useful lives of the software assets on a straight-line basis, generally not exceeding three years.

Included in capitalized software at March 31, 2012 are internal personnel costs and external costs which were properly capitalized in accordance with SoP 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use and/or FASB Statement No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.

We update our technology platform continuously, with new releases occurring approximately every 3 – 4 days. The majority of the costs incurred to create these updates are personnel costs for which we have a dedicated team of employees. A portion of the salaries & benefits for these employees are the costs that are capitalized. We continuously document all changes and enhancements made to our software platforms, track the internal hours incurred to complete such changes and enhancements and capitalize changes and enhancements that meet the criteria under SoP 98-1 or FASB Statement No. 86.

From time to time, we incur significant consulting costs and/or costs for materials that are related to major site enhancements or platform upgrades. These costs are typically 50% to 80% of our total new annual capitalized software costs. Consulting costs are also capitalized in accordance with the above pronouncements.

Our principal sources of revenue are recruitment revenue and consumer marketing and consumer advertising revenue. Our recruitment revenue is derived from our strategic partnership agreement with Monster Worldwide.

Consumer marketing and consumer advertising revenue is recognized either based upon a fixed fee for revenue sharing agreements in which payment is required at the time of posting, or billed based upon the number of impressions (the number of times an advertisement is displayed) recorded on the websites as specified in the customer agreement.

We apply the revenue recognition principles set forth in Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) 104 “Revenue Recognition” with respect to all of its revenue. Accordingly, the company records revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery of its services has occurred, (iii) fees for services are fixed or determinable, and (iv) collectability of the sale is reasonably assured.

U.S. GAAP establishes a hierarchal disclosure framework which ranks the “observability” of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

Level I — inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments included in Level I include unrestricted securities, including equities and derivatives, listed in active markets. We do not adjust the quoted price for these instruments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.

Level II — inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level III — inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately-held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs. Investments in fund of funds are generally included in this category.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to any of our fair value measurements requires judgment and considers factors specific to each relevant investment where the fair value is based on unobservable inputs.

Prior to reorganization, the company was a limited liability company that elected to be taxed as a partnership. As such the company’s income or loss is required to be reported by each respective member on its separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying financial statements. In accounting for uncertainty in income taxes, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. The company recognizes interest and penalties on any unrecognized tax benefits as a component of income tax expense. Based on evaluation of the company’s tax positions, management believes all positions taken would be upheld under an examination.

The following table summarizes our liquidity and capital resources as of and for each of the three months ended March 31, 2012 and March 31, 2011 and years ended December 31, 2011 and 2010, respectively, and is intended to supplement the more detailed discussion that follows:

Our principal sources of liquidity are our cash and cash equivalents, marketable securities and cash generated from operations. Our payment terms for our two primary customers are 45 and 60 days, respectively. Average days to pay are 58 and 78 days, respectively. We consider the difference between the payment terms and payment receipts a result of transit time for invoice and payment processing and to date have not experienced any liquidity issues as a result of the payments extending past the specified terms. Cash and cash equivalents and short term investments consist primarily of cash on deposit with banks and investments in money market funds, corporate and municipal debt and U.S. government and U.S. government agency securities.

We currently anticipate that our available funds and cash flow from operations will be sufficient to meet our working capital requirements for the next twelve months.

The company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.

Restricted Cash – In connection with an operating lease agreement, the company was required to maintain a certificate of deposit in a restricted account in the amount of $45,288 at March 31, 2011. The certificate matured in October, 2011. Restricted cash held as security under this arrangement amounted to $0 at March 31, 2012.

In connection with an operating lease agreement, the company was required to maintain a certificate of deposit in a restricted account in the amount of $45,288 at December 31, 2010. The certificate matured in 2011. Restricted cash held as security under this arrangement amounted to $0 and $45,288 at December 31, 2011 and December 31, 2010, respectively.

Net cash provided by operating activities during the three months ended March 31, 2012 was $1,085,382 which primarily due to our increased revenue and increase in operating performance. The cash flow provided from operations in the three months ended March 31, 2012 was due to changes in our assets and liabilities consisting of a decrease in accounts receivable of $158,986, a decrease in deferred revenue of $75,000 and an increase in accounts payable and accrued expenses of $228,980. Accounts receivable decreased approximately 11% in the three months ended 2012 while our revenue grew 9%. The decrease in accounts receivable was due to the collection of deferred revenue which was $150,000 at December 31, 2011 while the increase in accounts payable and accrued expenses of $228,980 of which approximately $140,000 related to accrued operating expenses and $90,000 related to accrued public offering costs. We had net income in the three months ended March 31, 2012 of $706,081 which included non-cash depreciation and amortization of $20,710 and non-cash interest and accretion added to our notes payable of $45,037.

Net cash provided by operating activities for the three months ended March 31, 2011 was $973,916, which primarily due to our increased revenue. The cash flow provided by operating activities in the three months ended March 31, 2011 was primarily a result of changes to our assets and liabilities consisting of a decrease in accounts receivable of $138,950, a decrease in prepaid expenses of $5,882 and an increase in accounts payable and accrued expenses of $28,244. The decrease in accounts receivable was due to timing in the receipt of payments from our Monster Worldwide agreement, offset by an increase in receivables due to our revenue growth in the three months ended March 31, 2011 over 2010 and an increase in accounts payable and accrued expenses as a result of timing of payments related to the growth of our business activities. In the three months ended March 31, 2011 we had net income of $780,599 which included non-cash expenses for depreciation and amortization of $27,045, a non-cash loss on the sale of investments of $6,134 and non-cash interest and accretion added to our notes payable of $43,550.

Net cash provided by operating activities during the year ended December 31, 2011 was $2,851,921, which primarily resulted from our increased revenue. The cash flow from operations provided in 2011 was primarily due to changes in our assets and liabilities consisting of an increase in accounts receivable of $478,000, partially offset by an increase in deferred revenue of $150,000, an increase in other assets of $5,882 and an increase in accounts payable of $126,281. Accounts receivable, adjusted for deferred revenue in accounts receivable, increased approximately 20% in 2011 while our revenue grew 27%. The increase in accounts receivable and deferred revenue was due to our revenue growth in 2011 as compared to 2010. We had net income in 2011 of $2,745,652 which included non-cash depreciation and amortization of $108,592, a non-cash net loss on the sale of investments of $32,588 and non-cash interest and accretion added to our notes payable of $170,452.

Net cash provided by operating activities in the year ended December 31, 2010 was $1,655,603, which primarily resulted from our increased revenue. The cash flow from operating activities in 2010 was primarily a result of changes to our assets and liabilities consisting of an increase in accounts receivable of $459,803 and a decrease in accounts payable and accrued expenses of $30,411. The increase in accounts receivable was due to our revenue growth in 2010 over 2009 and a decrease in accounts payable and accrued expenses as a result of timing of payments related to the growth of our business activities. In 2010 we had net income of $1,865,307 which included non-cash expenses for depreciation and amortization of $88,030, a non-cash gain on the sale of investments of $308 and non-cash interest and accretion added to our notes payable of $171,686.

Net cash used in investing activities for the three months ended March 31, 2012 was $19,089. The cash used in investing activities consisted of an increase of a $19,089 investment in developed technology as we incurred costs to update and enhance our websites.

Net cash provided by investing activities for the three months ended March 31, 2011 was $76,093. Cash provided by investing activities included $100,000 in net proceeds from the sale of marketable securities offset by $23,021 invested in developed technology and $886 for purchases of computer hardware.

Net cash provided by investing activities for the year ended December 31, 2011 was $262,061. The cash provided by investing activities consisted of an increase of $325,155 in the net proceeds from our investments in marketable securities and the release of restricted cash related to our operating lease of $45,288, offset by an increased investment of $92,658 in developed technology as we incur increased costs to update and enhance our websites and $15,724 for purchases of computer hardware.

Net cash provided by investing activities for the year ended December 31, 2010 was $28,654. Cash provided by investing activities included $138,320 in net proceeds from the sale and purchase of marketable securities offset by $100,277 invested in developed technology and $9,389 for purchases of computer hardware.

Net cash used in financing activities was $1,209,106 for the three months ended March 31, 2012. The cash used in financing activities consisted of $893,333 in distributions to members of the company, $48,000 in payments on our notes payable to founding members of the company and $267,773 of our public offering costs, which were deferred.

Net cash used in financing activities for the three months ended March 31, 2011 was $963,010 and consisted of $915,010 in distributions to the members of the company and $48,000 of payments on our notes payable to founding members of the company.

Net cash used in financing activities was $1,772,192 for the year ended December 31, 2011. The cash used in financing activities for 2011 consisted of $1,553,292 in distributions to members of the company, $192,000 in principal payments on our notes payable to founding members of the company and $26,900 of our public offering costs, which were deferred.

Cash used in financing activities for the year ended December 31, 2010 was $1,914,000 and consisted of $1,722,000 in distributions to the members of the company and $192,000 of principal payments on our notes payable to founding members of the company.

Since inception, we have not engaged in any off-balance sheet activities as defined in Regulation S-K Item 303(a)(4).

Recent Accounting Pronouncements - In June 2011, the Financial Accounting Standards Board (“FASB”) issued amended standards that eliminated the option to report other comprehensive income in the statement of stockholders’ equity and require companies to present the components of net income and other comprehensive income as either one continuous statement of comprehensive income or two separate but consecutive statements. The amended standards do not affect the reported amounts of comprehensive income. In December 31, 2011, the FASB deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement that had previously been included in the June 2011 amended standard. These amended standards are to be applied retrospectively for interim and annual periods beginning after December 15, 2011. The company adopted these standards on January 1, 2012 and the adoption will not impact the company’s financial results or disclosures, but will have an impact on the presentation of comprehensive income.

In September 2011, the FASB issued amended standards to allow entities the option to first perform a qualitative assessment as to whether goodwill impairment indicators exist, before undertaking the existing two-step test. The objective of the qualitative assessment is to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is more likely than not, the two-step test must still be performed. The amended standards are intended to reduce costs of evaluating annual goodwill impairment. These amended standards are to be applied for annual periods beginning after December 15, 2011, with early adoption permitted. The company elected to early adopt these standards in the year ended December 31, 2011, and the adoption did not have a material impact on the company’s financial results or disclosures.

In May 2011, the FASB issued amended standards to achieve common fair value measurements and disclosures between GAAP and International Financial Reporting Standards. The standards include amendments that clarify the intent behind the application of existing fair value measurements and disclosures and other amendments which change principles or requirements for fair value measurements or disclosures. The amended standards are to be applied prospectively for interim and annual periods beginning after December 15, 2011. The company adopted these standards on January 1, 2012 and the impact is not expected to be material to the company’s financial results or disclosures.

Professional Diversity Network develops and operates online networks dedicated to serving diverse professionals in the United States. To date, we have been particularly focused on Hispanic-American and African-American professionals and recently launched additional websites dedicated to other diverse professional segments, including women, Asian-American, LGBT (lesbian, gay, bisexual and transgender), differently-abled and military professionals. We currently have more than 1.8 million members and, as of the date of this prospectus, more than 3,000 companies and organizations, including 60% of the Fortune 500 companies, have listed job postings on our websites. We have strategic partnerships with Monster Worldwide, through which we post job opportunities for employers, and the University of Phoenix (through its parent company, Apollo Group), which advertises on our websites. We believe that our networking platforms provide an effective means to meet the career advancement needs of diverse professionals, the employers that seek to hire them and the advertisers that seek to reach them.

We recently launched additional online professional networking websites that serve other diverse communities – including women (WomensCareerChannel.com), Asian-Americans (ACareers.net), LGBT (OutProNet.com), enlisted and veteran military personnel (Military2Career.com) and differently-abled (ProAble.net) professionals. Although each of these new professional networking websites is fully operational, these websites are and continue to be in the early stages of development. Since its inception in September 2011, WomensCareerChannel.com has experienced significant growth in terms of unique visitors, visits and membership. In the three months ended March 31, 2012, this website had over 500,000 visits and over 400,000 unique visitors. By April 1, 2012, WomensCareerChannel.com had almost 50,000 members.

We believe our revenue model is aligned with our focus on serving our members. We currently provide members access to our websites at no cost, a strategy which we believe will allow us to continue to grow our membership base and promotes high levels of member engagement for the mutual benefit of members, employers and advertisers. For the year ended December 31, 2011, we generated all of our revenue from two sources: recruitment, which generated approximately 72% of our revenue, and advertising services, which generated

approximately 28% of our revenue. See Risk Factor – “Our revenues are highly dependent on two customers, both of which have an exclusive arrangement with us, and the loss of either major customer would materially and adversely affect our business, operating results and financial condition.”

We were formed on October 23, 2003 under laws of the state of Illinois as IH Acquisition LLC, for the purpose of acquiring the assets, consisting primarily of an online job board for Hispanic professionals. On February 4, 2004, we changed our name to iHispano.com LLC. In 2007, we changed our business platform and implemented technology to operate our business as communities of professional networking sites for diverse professionals, and we have continued with this business platform since such time. Beginning in September 2008, we began to brand ourselves as Professional Diversity Network. On March 15, 2012, we changed our name from iHispano.com LLC to Professional Diversity Network, LLC.

All of our recruitment revenue is currently derived from our exclusive strategic partnership with Monster Worldwide, through which we post job opportunities for employers on our websites and on the websites of diverse professional organizations with which we have cross-posting agreements. As of the date of this prospectus, more than 3,000 companies and organizations, including 60% of the Fortune 500 companies, have listed job postings on our websites.

We have an alliance agreement with Monster Worldwide. Pursuant to this agreement Monster Worldwide is the exclusive seller of job postings on our websites. Monster Worldwide sells, among other products and services, diversity and inclusion recruitment solutions (including job postings, resume search services and recruitment media advertising) to employers seeking diverse job candidates and maintains a database of resumes from applicants seeking employment opportunities. Pursuant to our agreement with Monster Worldwide, Monster Worldwide posts job opportunities of certain of these employers on our websites and on the websites of diverse professional organizations with which we have cross-posting arrangements. Also, we post resumes of our members who also wish to have their resume posted in Monster Worldwide’s resume database. We also provide resume search services, recruitment media advertising, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services to employers secured by Monster Worldwide as customers of its diversity and inclusion recruitment solutions.

Our agreement with Monster Worldwide provides for an annual fixed fee that is subject to adjustment based on certain criteria. The flat fee may be decreased by 10% for any calendar quarter where the ratio of our job applicants to jobs posted falls below a certain threshold. The flat fee may be increased if Monster Worldwide’s gross revenue from diversity and inclusion products and services (e.g., job postings, resume search services and recruitment media advertising) exceed a certain threshold. Monster Worldwide’s gross revenue subject to our agreement are monitored through an automated daily export of views and applications related to the postings to ensure that contract minimums are met or additional fees are to be billed. To date, the flat fee payable by Monster Worldwide has not been decreased or increased for failing to meet or exceeding applicable thresholds. We derived 72% of our total revenue for the year ended December 31, 2011, and 91% of our total revenue for the year ended December 31, 2010, from our agreement with Monster Worldwide. For the three months ended March 31, 2012, 66% of our revenue was generated from our agreement with Monster Worldwide.

Our agreement with Monster Worldwide provides that Monster Worldwide may enter into job referral arrangements with other professional diversity networks in the event that we fail to achieve a specified minimum number of applicants to job postings each month for six consecutive calendar months. However, during the term of the agreement, we are prohibited from selling products or services competitive with Monster Worldwide or enabling any competitor of Monster Worldwide (e.g., CareerBuilder or any other provider of job search services) to post jobs on our websites or otherwise provide content to, or derive content or advertising from, us. We are not

restricted from selling consumer media advertising and marketing solutions, and our agreement with Monster Worldwide expressly provides that we will develop and maintain a network of “media partners” (such as Apollo Group) and permits us to fulfill sales of recruitment media on our media partners’ websites and provide other services as further described in the immediately following section. See the section entitled “– University of Phoenix.” We derived 28% of our revenue for the year ended December 2011, and 9% of our total revenue for the year ended December 2010, from sales of such consumer media advertising and marketing solutions.”

Our agreement with Monster Worldwide expires on December 31, 2012 and renews automatically for successive one-year terms, unless either party delivers a notice of non-renewal with 60 days’ prior notice. The agreement has been in place since 2007, and has been renewed for the last 5 years. Our agreement with Monster Worldwide also provides that Monster Worldwide shall have the right to enter into job referral arrangements with other professional diversity networks in the event that we do not meet the target for the minimum number of applicants to job postings for a specified period of time. To date, since the commencement of our agreement with Monster Worldwide, we have not failed to meet such target.

In January 2011, we entered into a marketing media services agreement with Apollo Group, which is the parent of the University of Phoenix. The agreement provides the framework for our relationship with Apollo Group. It has no expiration date but may be terminated by either party upon thirty days’ prior written notice. During the term of the agreement, we may not perform advertising services for any other institution of higher education, whether for-profit or non-profit, other than Apollo Group. The agreement requires us to enter into separate purchase orders or statements of work, referred to as “media schedules,” which describe the services we provide to Apollo Group on a project basis and the compensation we are paid. To date, we have entered into two media schedules with Apollo Group. The first media schedule by its terms covered a period of six months ending June 30, 2011, which Apollo Group and we agreed to extend until August 31, 2011, and provided for fees to us in the amount of $664,000. It was our trial run for the “Education to Career” networking portal site, or E2C Site, and related services. The E2C Site is intended to enhance the University of Phoenix’s career placement services by linking to our websites and allowing users from the University of Phoenix website to join a group with privileged access to information regarding a featured employer, including job opportunities and descriptions, and the employer’s community.

Based on Apollo Group’s satisfaction with the E2C Site and our related services, we entered into a second media schedule which covers a longer period than the term of the first media schedule, one year ending September 12, 2012, and provides for fees to us in the amount of $1,550,000. The second media schedule expanded the scope of our services to also include the “Education to Education” networking portal site, or E2E Site, and related services. The E2E Site is intended to drive visitors from our iHispano.com and AMightyRiver.com websites to the University of Phoenix website. The E2E Site provides visitors with information regarding the University of Phoenix (including program information, degree requirements, tuition, financial assistance and counselors), the value of education and other educational topics, feature stories regarding University of Phoenix graduates and students and scholarship and other programs. We promote the University of Phoenix on our websites and on the E2E Site as our exclusive education partner. We promote the E2E Site and University of Phoenix through advertising banners, email blasts and blogs focused on education. With respect to the E2E Site and E2C Site that we are required to maintain, our agreement with Apollo Group provides that such sites must be functional no less than 99.9% of the time in any given month, exclusive of certain pre-scheduled down times. To date, we have satisfied this requirement.

Pursuant to our agreement with Apollo Group and related media schedules, we receive fees for placing advertising media on our websites to promote the University of Phoenix and for creating, maintaining and operating the E2C Site and E2E Site. In 2011, we recognized revenue of $1.1 million in respect of fees from Apollo Group for our services. This constituted 20% of our revenue and 72% of our revenue from consumer media advertising and marketing solutions for the year ended December 31, 2011. For the three months ended

March 31, 2012, 28% of our revenue was generated from our agreement with Apollo Group. On June 11, 2012, we agreed to an insertion order with Apollo Group. The insertion order provides for payment to us of up to $150,000 per month for a period of 12 months beginning July 2012, based upon the number of persons we refer to the University of Phoenix who express an interest in obtaining information about attending the University of Phoenix. There is no guaranteed payment associated with this insertion order and for the first 12 days of this insertion order, PDN generated $63,400 of revenue.

We believe that we are well-positioned for growth because our business takes advantage of several emerging trends – the increasing socialization of the Internet, the growing ethnic diversity of the United States population and labor force, a regulatory environment that promotes diversity in the workplace, the growing ethnic population’s spending power and the acceptance and growth of online recruitment and advertising.

The Internet has revolutionized how information is created and communicated – a wealth of information is readily accessible by browsing the Internet anonymously. However, we believe the social aspect of the Internet is emerging as an increasingly powerful influence on our lives. While an individual’s interpersonal connections traditionally have not been visible to others, social and professional networking websites enable members to share, and thereby unlock, the value of their connections by making them visible. Today, personal connections and other information, such as online social and professional networking websites, are increasingly becoming a powerful tool to connect with one another for a growing population of users.

According to the 2010 U.S. Census, the Hispanic-American population grew 43% from 35.3 million in 2000 to 50.5 million in 2010. The Hispanic-American population accounted for 56% of America’s population growth from 2000 to 2010. Not surprisingly, diversity hiring is increasingly becoming a common, if not standard, business practice by major employers. According to a job report published on February 5, 2010 on private sector hiring in 2008 by the U.S. Equal Employment Opportunity Commission, or EEOC, the percentage of minority employment in the U.S. compared to overall employment tripled between 1966 and 2008, from 11% to 34%. Of the approximately 62 million private sector employees nationwide covered by the 2008 survey, approximately 30 million (48%) were women and 21 million (34%) were minorities. In the U.S., Hispanic-Americans had the fastest growth rate in the U.S. private sector, with employment of Hispanic-Americans increasing from 2.5% to

more than 13% between 1966 and 2008. The share of the labor force that is Hispanic-American is projected to increase to 18.6% in 2020, according to the Bureau of Labor Statistics, with Hispanic-Americans expected to account for the vast majority – 74% – of the 10.5 million workers added to the labor force in the U.S. from 2010 to 2020.

As outlined in Executive Order 13583, signed by President Obama on August 18, 2011, companies considering contracting with the federal government must be prepared to demonstrate the diversity of their workforce. Companies that have a federal contract worth $50,000 or more and have 50 or more employees must implement an affirmative action plan that analyzes the representation of women and minorities in both recruitment and advancement, and where necessary, outlines good faith efforts to increase that representation.

In the public sector, Section 342 of the recently enacted Dodd-Frank Act creates 20 Offices of Minority and Women Inclusion at various regulatory agencies, including the Treasury, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the 12 Federal Reserve banks and the newly created Consumer Financial Protection Bureau. The Offices of Minority and Women Inclusion will monitor diversity within their ranks and the pool of contractors who provide goods and services to the government. Previously, the Federal Reserve system and some of the agencies were essentially exempt from contract diversity efforts.

The spending power of diverse groups is expected to continue to grow in the United States. According to a January 2011 report from the Kenan-Flagler Business School at the University of North Carolina, by 2014, the buying power of the Hispanic-American population will have grown by 613% since 1990, African-Americans by 257% and Asian-Americans by 498%. According to an article published in the third quarter of 2009 by the Selig Center for Economic Growth at the Univiersity of Georgia, it is projected that Hispanic-Americans will wield $1.33 trillion in spending power by 2014, and in a report published in September 2011 by Nielsen Media Research, a consumer research firm, Nielsen Media Research projects that the buying power of African-Americans will exceed $1 trillion by 2015.

Businesses now recognize and seek to take advantage of the socialization of the Internet for recruitment and for brand management, marketing and advertisement. Results of the 2011 Social Recruiting Survey by Jobvite, Inc., an online professional network, indicate that 89% of companies surveyed are using or planning to use online social networking tools for recruitment and 64% have successfully hired through an online social networking website. The market for advertising on online social networks in the United States is also expected to continue to grow rapidly from $2.54 billion in 2011 to an estimated $3.63 billion in 2012 and $5.59 billion by 2014, according to a February 24, 2012 article published by eMarketer, Inc.

Because of these emerging trends, the company believes there is a great opportunity for growth. Ninety-four companies in the Fortune 100 feature diversity hiring on their company’s online career center. The online diversity recruitment market is highly fragmented. We believe that we can consolidate this market and maximize shareholder value by making strategic acquisitions and through organic growth.

We offer a variety of solutions to meet the needs of diverse professionals, the employers that seek to hire them and the advertisers that seek to reach them.

In keeping with our tagline, “the power of millions for the benefit of one,” our primary focus is on the members who power our network. To our members, we offer a variety of online professional networking and career placement solutions at no charge, including the following:

Members may communicate, access and share information via chat, instant message, blogs, forums, and videos. Members may also join professional associations and corporate groups which provide forums for members to discuss topics of interest and meet other members who share common professional backgrounds and career interests.

We post job listings of employers through our strategic partnership with Monster Worldwide. Such employers include large corporations, small- and medium-sized businesses, educational institutions, government agencies, non-profit organizations and other enterprises. We believe we offer them an online platform to identify and acquire diverse talent for their hiring needs. We believe that online professional networking websites like ours are well equipped to provide access not only to candidates actively seeking new employment, but also to a growing network of potential candidates who may not currently be seeking new employment but may be well-qualified for, and receptive to, new opportunities. The hiring solutions we offer include:

We believe the new compliance resource will help a participating business achieve its diversity recruitment goals and stay current with standards for inclusiveness. The new tool will update the status of every available job nightly and distribute alerts to each of the 50 state employment websites as well as to members of each of our diverse online professional communities.

We enable advertisers to target and reach large audiences of diverse professionals and connect them to relevant products and services.

We believe the following elements give us a competitive advantage to accomplish our mission:

We believe that we communicate to our diverse communities and create environments that harness this natural affinity and comfort among members of common culture, ethnicity, gender, orientation, nationality and experience to stimulate increased member trust and, therefore, networking and engagement.

We partner with a number of leading minority professional organizations, including:

We monitor several key metrics, including our number of members and unique visitors, in order to assess our business, identify challenges and opportunities, produce financial forecasts, formulate strategic plans and make business decisions.

We define a member of one of our websites as an individual user who has created a member profile on that website as of the date of measurement. If a member is inactive for 24 months then such person will be automatically de-registered from our database.

We believe the number of members is a key indicator of the growth of our online network and our ability to monetize the benefits resulting from such growth for the businesses and professional organizations to which we sell recruitment and marketing solutions. To date, our member base has, in large part, grown virally through users and members who invite colleagues and peers to join their network. Growth in our member base depends, in part, on our ability to successfully develop and market our solutions to professionals who have not yet become members of one of our websites.

We view visits and unique visitors as key indicators of growth in our brand awareness among users and whether we are providing our members with useful products and features, thereby increasing member engagement. The unique visitor metric reflects our ability to attract new users, which is crucial to increasing the number of our members. The visits metric indicates our ability to keep our users and members engaged. Because we believe our member base has, in large part, grown virally through users and members who invite colleagues and peers to join their network, we expect that an increase in the number of unique visitors will result in an increase in the number of members, and vice versa. We plan to make improvements to features and products that we believe will also increase visitor, unique visitor and member traffic to our websites. During 2010, our websites had a total over 7 million unique visitors and over 10 million visits, respectively, which increased to over 8 million unique visitors and 11 million visits, respectively, during 2011.

We believe our member base has grown virally principally through member invitations to others to join our online networks. Additionally, we seek to drive member growth through the efforts of our sales organization, media conferences, press releases, sponsored events, and email marketing, search engine optimization and social media strategies.

Our marketing team has expertise in multicultural marketing. We expect to continue to provide compelling content that underscores our mission of supporting diverse professionals and encouraging diverse browsers to visit our websites. Additionally we will continue to invest strategically in search engine optimization and search engine marketing to promote our online communities. We develop relationships with professional organizations and community groups, such as the National Hispanic Christian Leadership Council, to bring our services to individuals offline as well as online.

We believe consumer advertisers and agencies are increasingly seeking websites and communities that enable them to access diverse audiences. We expect to expand our efforts to connect with these advertisers and build on our consumer-advertising infrastructure. In 2011, we invested in a new online advertising hosting system that allows us to more effectively manage customer campaigns. In 2012, we plan to make continued investment in advertising optimization tools to increase our customers’ productivity on our websites. In addition to seeking new advertising customers, we will also look to expand the marketing and advertising solutions to our existing customers. In 2012, we plan on hiring additional experienced sales professionals.

At the core of our talent recruitment groups are our expert online community managers. Our community managers encourage interaction between job seekers and recruiters, police for inappropriate online activity, optimize recruitment campaigns and provide reporting and client services for the businesses that use our hiring solutions.

The community managers for our websites respond to both business and technical inquiries from members, businesses and professional organizations relating to their accounts, including guidance on how to utilize our applications, tools and resources. Self-service support also is available on our websites and users can contact us via e-mail or telephone.

As of the date of this prospectus, more than 3,000 companies and organizations, including 60% of the Fortune 500 companies, have listed job postings on our websites. All of our revenue from our recruitment solutions were generated through our agreement with Monster Worldwide. Further, 72% of our revenues derived from our consumer advertising and marketing solutions were derived through our agreement with Apollo Group. A non-renewal of or a material change in our relationship with Monster Worldwide or Apollo Group would have a material adverse effect on our financial results. See “Risk Factors–Our revenues are highly dependent on two

customers, both of which have an exclusive arrangement with us, and the loss of either major customer would materially and adversely affect our business, operating results and financial condition.”

Over the next several years, we plan to expand our efforts to secure consumer-based advertising revenues by deploying a sales force targeting advertisers and agencies that are seeking to market to diverse professional audiences. Online diversity market advertising is increasing in the United States. We believe this focus is driven by the significant increases in purchasing power of ethnically diverse populations. It is estimated that from 1990 to 2014, the buying power of the United States Hispanic-Americans will have grown by 613%, African-Americans by 257% and Asian-Americans by 498%, according to a 2011 report published by Profs. James H. Johnson, Jr. and John D. Kasarda of the Keenan-Flagler Business School at The University of North Carolina.

The Association of Hispanic Advertising Agencies, or AHAA released its 2010 Report on Hispanic Advertising Spending, which found that Hispanic advertising spending in the U.S. rose 14% to $4.3 billion in 2010 compared to 2009, reversing a two-year slowdown and increasing the aggregate Hispanic advertising spending in the U.S.

Many large corporations are increasingly setting aside advertising budgets for Hispanic-American outreach efforts, according to an IBISWorld Inc. report published in August 2011. According to this report, since the recession of 2009, advertising spending on Hispanic-American media grew 1.9% more than that of non-Hispanic-American media, with the largest gains experienced in television, magazines and the Internet.

We refer to our customized relationship recruitment technology platform as Affinity Relationship Recruitment Generation V (ARR-V). Benefits of our technology platform include:

We regularly evaluate our ARR-V technology to improve ease-of-use, enhance and expand our tools and resources, and optimize user engagement, and to try to implement industry best practices.

Our websites are hosted by EsoSoft Corporation in Los Angeles, California. Our hosting has been with EsoSoft since 2008, and we believe we have experienced positive performance results since that time. Our websites have backup and contingency plans in place in the event that an unexpected circumstance occurs.

To protect our intellectual property rights, we rely on a combination of federal, state and common law rights, as well as contractual restrictions:

Nevertheless, our efforts to protect our proprietary rights may not be successful. Any significant impairment of our intellectual property rights could adversely impact our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and adversely affect our operating results.

Other companies in the Internet, social media, technology and other industries own patents, copyrights, and trademarks, and we expect that from time to time they may request license agreements, threaten litigation, or file suits against us for alleged infringements or other violations of intellectual property rights.

We face significant competition in all aspects of our business. Specifically, with respect to our members and our recruiting consumer advertising and marketing solutions, we compete with existing general market online professional networking websites, such as LinkedIn, as well as ethnic minority focused social networking websites, such as Black Planet and MiGente, and other companies such as Facebook, Google, Microsoft and Twitter that are developing or could develop competing solutions. We also generally compete with online and offline enterprises, including newspapers, television, direct mail marketers that generate revenue from recruiters, advertisers and marketers and professional organizations. With respect to our hiring solutions, we also compete with traditional online recruiting companies such as Career Builder, talent management companies such as Taleo, and traditional recruiting firms.

Larger, more well-established companies may focus on professional networking and could directly compete with us. Other companies might also launch new competing products and services that we do not offer. Nevertheless,

we believe that our focus on diverse online professional networking communities is a competitive strength in our market.

We are subject to a number of federal, state and foreign laws and regulations that affect companies conducting business on the Internet. These laws are still evolving and could be amended or interpreted in ways that could be detrimental to our business. In the United States and abroad, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their users and other third parties could materially harm our business. In addition, rising concern about the use of social networking technologies for illegal conduct, such as the unauthorized dissemination of national security information, money laundering or supporting terrorist activities may in the future produce legislation or other governmental action that could require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our service.

In the area of information security and data protection, many states have passed laws requiring notification to users when there is a security incident, or security breach for personal data, or requiring the adoption of minimum information security standards that are often unclear and difficult to implement. The costs of compliance with these laws are significant and may increase in the future. Further, we may be subject to significant liabilities if we fail to comply with these laws.

We are also subject to federal, state, and foreign laws regarding privacy and protection of member data. We post on our websites our privacy policy and terms of use. Compliance with privacy-related laws may be costly. However, any failure by us to comply with our privacy policy or privacy-related laws could result in proceedings against us by governmental authorities or private parties, which could be detrimental to our business. Further, any failure by us to protect our members’ privacy and data could result in a loss of member confidence in us and ultimately in a loss of members and customers, which could adversely affect our business.

Because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, including in jurisdictions where we have no local entity, employees, or infrastructure.

We lease approximately 1,870 square feet of space for our headquarters in Chicago, Illinois under a lease that expires on October 31, 2014.

As of the date of this prospectus, we have 14 employees. From time to time, we also engage independent contractors to perform various services. None of our employees are covered by a collective bargaining agreement. We believe that we have good relationships with our employees.

We are subject to legal proceedings and litigation arising in the ordinary course of business, although no such proceeding or litigation is currently pending.

The name, age and position of each of our executive officers as of the date of this prospectus, and the names of certain persons who have agreed to serve as directors on or before the closing of the offering are as follows:

James Kirsch (51). Mr. Kirsch has served as our Chief Executive Officer and as a member of our management board since 2008. Mr. Kirsch served as Chief Strategic Officer at AMightyRiver.com, a division of PDN from 2004 to 2008 and from 1996 to 2001 as Chief Executive Officer of eSpecialty Brands a online retail company. Previously, Mr. Kirsch served as Chief Executive Officer at iMaternity.com, the ecommerce partner of iVillage.com from 1983 to 1996 and Manager, Vice President and Chief Operating Officer at Dan Howard Industries, a vertically integrated retailer of apparel. He holds a B.S. in Economics and Political Science from University of Arizona. We believe Mr. Kirsch should serve on the board of directors because of his experience and vision in leading the company since 2008.

Rudy Martinez (53). Mr. Martinez is one of our founders, Executive Vice President and a member of our management board, and has lead our iHispano.com division since 2000. Prior to joining the company, Mr. Martinez served from 1995 to 1998 as Division President for Trilogy Consulting, a firm which specialized in Pharmaceutical and Healthcare consulting. Mr. Martinez graduated from Indiana University, Bloomington with a B.A. in Forensics and completed the Dartmouth Tuck School of Business – Building High Performance Business Program.

Myrna Newman (55). Ms. Newman has been our Chief Financial Officer and Secretary since February 2012. Prior to joining PDN, Ms. Newman served as interim Chief Financial Officer for Jewish Vocational Services of Chicago from 2009 to 2010. From 2008 to 2009, Ms. Newman was Corporate Controller for Atlas Material Testing L.L.C., a manufacturer of weathering and material testing solutions. She served as Controller, Chief Accounting Officer and Principal Financial Officer of Motient Corporation, a wireless data communications network from April 2003 until June 2007. Prior to that, Ms. Newman was Vice President of Finance at Heads and Threads International LLC, an importer and distributor of metal fasteners. Ms. Newman is a Certified Public Accountant and received an M.B.A. from the University of Chicago Graduate School of Business and her B.S. in Accountancy from DePaul University.

Chad Hoersten (35). Mr. Hoersten serves as Chief Technology Officer of PDN, a position he has held since 2008. He was the lead web developer of iHispano.com, a division of PDN, from 2004 to 2008. Mr. Hoersten served as a senior software engineer at Rockwell Automation from 1999 to 2002. Mr. Hoersten holds a B.S. in computer engineering from the University of Cincinnati.

Daniel Sullivan (42). Mr. Sullivan has served as Chief Revenue Officer—Consumer at Professional Diversity Network since October, 2011. Prior to joining PDN, Mr. Sullivan worked in a number of sales related roles at Monster Worldwide from January of 2000 to September of 2011. Mr. Sullivan worked as a Sales Manager with Akzo Nobel from January 1998 to January 2000. Mr. Sullivan graduated from the University of Massachusetts, Boston with a B.S. in Political Science.

Kevin McFall (48). Mr. McFall is our Executive Vice President and head of our AMightyRiver.com division, and has lead AMightyRiver.com since 2010. Mr. McFall is also currently founder and practice leader at Red Clay Digital , LLC, a digital publishing consulting firm, since June 2009. We intend to employ Mr. McFall on a full-time basis prior to the commencement of the offering. Previously, Mr. McFall served as Vice President, Global Business Development and Product Strategy at Cision from December 2009-June 2011. He was co-founder and vice president of products and business development for RushmoreDrive.com, a social and vertical search business of IAC Corporation from 2007-2009. Prior to joining IAC, he directed the digital product and affiliate network programs for Zap2it.com, an entertainment news and information website that is a wholly-owned subsidiary of the Tribune Company. Mr. McFall graduated from University of Illinois at Urbana-Champaign with a B.S. in Mathematics and Computer Science.

Tandalea Mercer (34). Ms. Mercer is our Executive Vice President of Compliance, and has held this position since September 2011. Ms. Mercer is currently also Senior Manager of Diversity and Inclusion at HCL Technologies, Inc., an information and technology services company, and has held that position since October 2011. We intend to employ Ms. Mercer on a full-time basis prior to the commencement of the offering. From January 2010 to January 2011, Ms. Mercer was a diversity specialist consultant for the New York City Department of Education. Prior to that, Ms. Mercer was Senior Manager of Affirmative Action/Diversity Metrics at Verizon, a global telecommunications company. Ms. Mercer has also been an Equal Employment Opportunity Specialist at the county government of Fairfax, Virginia from 2005 to 2006 and Equal Employment Opportunity Compliance Officer at the Office of Federal Contract Compliance Programs of the U.S. Department of Labor from 2003 to 2005. Ms. Mercer earned a B.A. in Political Science and English from Delaware State University, and an M.S./M.P.A. Dual Degree in Urban Policy Analysis and Management from The New School University.

Daniel Marovitz (39). Mr. Marovitz is a prospective director. He is the founder of Buzzumi, a software platform that helps consulting and advice-based businesses operate online. From 2007 to 2011, he served as Head of Product Management and member of the board of Deutsche Bank’s Global Transaction Bank. Previously, Daniel served as Chief Information Officer for Investment Banking of Deutsche Bank and the Chief Operating Officer of technology from 2002 to 2007. Mr. Marovitz joined Deutsche Bank in 2000 as Managing Director and Chief Operating Officer of the eGCI group at Deutsche Bank. Previously, he was Vice President of Commerce at iVillage, an online women’s network from 1998 to 2000. Mr. Marovitz also worked for Gateway 2000 where he served as the head of Gateway.com from 1996 to 1998 and was the co-founder of Gateway’s Japanese subsidiary in Tokyo from 1994 to 1996. Mr. Marovitz earned a B.A. in Romance Studies and Asian Studies and graduated cum laude from Cornell University in 1994. Mr. Marovitz is an experienced operational and theoretical thought leader regarding Internet companies. We believe that as a member on our board of directors, he would bring valuable advice relating to Internet activities, user experience and online marketing to the company.

Stephen Pemberton (44). Mr. Pemberton is a prospective director. In 2011, he joined Walgreen Co., a retail pharmacy company, as Divisional Vice-President and Chief Diversity Officer. From 2005 to 2010, Mr. Pemberton was Chief Diversity Officer and Vice-President of Diversity and Inclusion at Monster Worldwide.com. Mr. Pemberton received a B.A. in Political Science from Boston College in 1989. We believe Mr. Pemberton is a respected authority on diversity and inclusion matters in the workplace. We believe that as a member on our board of directors, he would add value by providing the board of directors with insight and experience he has gained from his service as a Chief Diversity Officer at two public companies.

Barry Feierstein (51). Mr. Feierstein is a prospective director. He has been employed at the University of Phoenix, an online institution of higher learning and a wholly owned subsidiary of the Apollo Group since 2010, and appointed Chief Business Operating Officer in 2011. Prior to that, he served as Executive Vice President of

Sales & Marketing for Sallie Mae, a student loan service company, from December 2007 to November 2009, and Senior Vice President of Private Credit Lending at Sallie Mae from January 2007 to December 2007. Mr. Feierstein graduated with a B.A. in Economics and History from Tufts University and earned an M.B.A. from Harvard Business School. Mr. Feierstein has expertise in online marketing, with a specific concentration in online education and marketing. We believe his ability to analyze complex Internet marketing strategies, and experience in connecting education to careers would be an asset to the board of directors.

Andrea Sáenz (39). Ms. Sáenz is a prospective director. Since May 2011, she has served as Chief of Staff for the Chicago Public Schools. From August 2010 to May 2011, Ms. Sáenz was Board Resident at the U.S. Department of Education. From July 2006 to August 2010, Ms. Sáenz was executive director for the Hispanic Alliance for Career Enhancement, a nonprofit organization dedicated to the advancement of Latino professionals. Prior to holding that position, she was a fellow at the University of Pennsylvania Fels Institute of Government. Ms. Sáenz began her career at Congreso de Latinos Unidos, an organization focusing on Latino-American communities. She holds a B.A. in Latin American studies from Scripps College and a Master’s Degree in government administration from the University of Pennsylvania. We believe Ms. Sáenz is an accomplished leader in the field of professional and educational advancement with expertise in educational and career access for minorities, with particular experience in the Not-For-Profit and government sectors.

As of the date of this prospectus, our company is currently managed by our board of managers. Substantially simultaneously with the effectiveness of the registration statement of which this prospectus is a part, we will reorganize from an Illinois limited liability company to a Delaware corporation, and our board of managers will be dissolved and replaced with the board of directors described above. Of the five members on the board of managers, only James Kirsch will serve as a member of our board of the directors following our reorganization. Rudy Martinez will continue to be Executive Vice President and Chief Executive Offier of our iHispano.com division, but will not be on our board of directors. Daniel Ladurini, Ferdinando Ladurini and Daniel Kirsch will not be employed by or serve our company in any capacity. Daniel Kirsch and James Kirsch, and Ferdinando Ladurini and Daniel Ladurini, are father and son, respectively. The following are brief biographies of the members of our company’s current management board.

James Kirsch (51). A brief biography of Mr. Kirsch appears above in the section entitled “Executive Officers and Directors”.

Rudy Martinez (53). A brief biography of Mr. Martinez appears above in the section entitled “Executive Officers and Directors”.

Daniel Ladurini (51). Mr. Ladurini has been on our board of managers since 2005 and has been director and senior partner at Fiumalbo Investors, a strategic investment firm that specializes in new businesses and new market start ups from 1994 to present. Previously, Mr. Ladurini was managing partner, director of revenue, at Trilogy Consulting Corporation from 1982 to 1994.

Ferdinando Ladurini (71). Mr. Ladurini has been on our board of managers since 2005 and served as director at Fiumalbo Investors, a strategic investment firm that specializes in new businesses and new market start ups from 1994 to the present. Previously, Mr. Ladurini was managing partner, director of finance, at Trilogy Consulting from 1982 to1994.

Daniel S. Kirsch (85). Mr. Kirsch has been on our board of managers since 2005 and was founder and CEO of Dan Howard Industries, a manufacturing and retail company, from 1954-2001. Mr. Kirsch has been retired since 2001. He is a graduate of the University of Illinois with a bachelor’s degree in Economics.

Our board of directors has reviewed the materiality of any relationship that each of our directors and prospective directors has with us, either directly or indirectly. Based on this review, our board has determined that Messrs. Marovitz, Pemberton and Feierstein and Ms. Sáenz will be “independent directors” as defined by Rule 5605(a)(2)

of the Marketplace Rules of The NASDAQ Stock Market, or NASDAQ, at the time they become directors on or before the closing of the offering. We do not have any oral or written agreement with any company including, Monster Worldwide and Apollo Group, for representatives from any company to serve on our board of directors.

Our management board has provided for the establishment of an audit committee, a compensation committee and a nominating and governance committee following our reorganization into a Delaware corporation, which will occur substantially simultaneously with the effectiveness of the registration statement of which this prospectus is a part. The composition and function of each of these committees is described below.

Upon the closing of this offering, our audit committee will be comprised of Mr. Marovitz, who will be Chairman of the audit committee, Mr. Pemberton and Mr. Feierstein . Our board of directors has determined that Mr. Marovitz is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission. Our audit committee will be authorized to:

We believe that the composition of our audit committee will meet the independence requirements of the applicable rules of the Securities and Exchange Commission and NASDAQ upon completion of this offering.

Upon the closing of the offering, our compensation committee will be comprised of Mr. Feierstein, who will be Chairman of the compensation committee, Mr. Marovitz and Mr. Pemberton. All members of the compensation committee will qualify as independent under the current definition promulgated by NASDAQ. Our compensation committee will be authorized to:

Upon the closing of the offering, our nominating and corporate governance committee will be comprised of Mr. Pemberton, who will be Chairman of the nominating and corporate governance committee, Mr. Feierstein and Mr. Marovitz. All members of the nominating and corporate governance committee will qualify as independent directors under the current definition promulgated by NASDAQ. Our nominating and governance committee will be authorized to:

No prospective member of our compensation committee has at any time been an employee of ours. None of our executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Prior to the commencement of this offering, we intend to adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics will be available on our corporate website at www.profusional.com on or before the effectiveness of the registration statement of which this prospectus is a part. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on such website.

The Delaware General Corporation Law authorizes corporations to limit or eliminate, subject to specified conditions, the personal liability of directors to corporations and their stockholders for monetary damages for breach of their fiduciary duties. Our proposed certificate of incorporation and bylaws that we intend to adopt prior to the consummation of this offering limit the liability of our directors to the fullest extent permitted by Delaware law.

Prior to the commencement of the offering, we intend to obtain director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us. Our proposed certificate of incorporation and bylaws also provide that we will indemnify and advance expenses to any of our directors and officers who, by reason of the fact that he or she is one of our officers or directors, is involved in a legal proceeding of any nature. We will repay certain expenses incurred by a director or officer in connection with any civil, criminal, administrative or investigative action or proceeding, including actions by us or in our name. Such indemnifiable expenses include, to the maximum extent permitted by law, attorney’s fees, judgments, fines, settlement amounts and other expenses reasonably incurred in connection with legal proceedings. A director or officer will not receive indemnification if he or she is found not to have acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interest. We intend to enter into indemnification agreements with our directors and executive officers in addition to the indemnification provided for in our certificate of incorporation and amended and restated bylaws.

Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been advised that in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.

There is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

We do not compensate the members of our board of managers in connection with their service on the board of managers. Substantially simultaneously with the effectiveness of the registration statement of which this prospectus is a part, we will reorganize from an Illinois limited liability company to a Delaware corporation. Of the five members on the board of managers, only James Kirsch will serve as a member of our board of the directors following our reorganization.

Immediately following the reorganization, James Kirsch will be chairman of our board of directors. As one of our executive officers, Mr. Kirsch will not be compensated for his services as a director. Messrs. Marovitz, Pemberton, Feierstein and Ms. Sáenz have agreed to join our board of directors following our reorganization. Each of Messrs. Marovitz, Pemberton, Feierstein and Ms. Sáenz will receive the following compensation for service on our board of directors:

Upon joining our board of directors, each non-employee director will receive [ ] shares of common stock, which will vest in [ ] increments. At this time, we do not have a policy regarding annual grants of common stock to our non-employee directors.

In this section, we describe our compensation programs and policies and the material elements of compensation for the year ended December 31, 2011 for our Chairman and Chief Executive Officer, and our most highly compensated executive officers, other than our Chief Executive Officer, whose total compensation was in excess of $100,000. Other than as disclosed below, we did not have any other employee whose compensation was such that executive compensation disclosure would be required but for the fact that they were not executive officers as of the end of the last fiscal year. We refer to the all individuals whose executive compensation is disclosed in this prospectus as our “named executive officers.”

Decisions on the components of our compensation programs are, until our reorganization into a Delaware corporation, which will occur immediately prior to the closing of this offering, the responsibility of our management board. Following the reorganization into a Delaware corporation, our compensation committee will be responsible for reviewing and evaluating these components, including employee base salaries and benefit plans. The compensation committee will provide advice and recommendations to the board of directors on such matters. See “Committees of the Board of Directors—Compensation Committee” for further details on the role of the compensation committee.

We intend to enter into employment agreements with Messrs. James Kirsch and Rudy Martinez prior to the commencement of this offering. Mr. Kirsch will serve as our Chief Executive Officer and Mr. Martinez will serve as our Executive Vice President and CEO of our iHispano.com division, positions that they currently hold with Professional Diversity Network, LLC , at annual base salaries of $200,000 and $200,000, respectively.

Mr. Kirsch’s employment agreement will be for one year and Mr. Martinez’s employment agreement will be for one year, each commencing on [ , 2012] with employment on an at-will basis thereafter. The agreements also provide for a discretionary annual bonus and benefits provided to other employees. If we terminate either named executive officer without cause (as defined in the employment agreement) but not due to death or disability, the Company will pay as severance continued salary for six (6) months to the terminated executive upon delivery of a release of claims against the company. No severance payment will be paid if termination is for cause or if the executive resigns. During each named executive officer’s employment and for two (2) years thereafter, each named executive officer will agree not to disclose confidential information and will be subject to restrictions on competing or interfering with our business and business relationships and soliciting the services of our employees or independent contractors.

Base salaries for our named executive officers are established based on the executive’s level of responsibility and years of experience, taking into account competitive factors. Base salaries of all employees, including executive officers, are reviewed annually and may be increased for merit reasons or due to overall company performance.

Pursuant to an investment agreement entered into in 2004 (the “Investment Agreement”) by and among the company, Daniel L. Ladurini, Ladurini Family Trust, James R. Kirsch and Rudy Martinez, Mr. Kirsch will receive additional compensation payments equal to 30% of the principal payments made by the company under the promissory notes payable to Ferdinando Ladurini in the principal amount of $1,341,676.

We did not award any equity incentive compensation to any of our named executive officers in 2011, However, we expect to implement the 2012 Equity Compensation Plan prior to the offering.

We did not award any non-equity incentive compensation to any of our named executive officers in 2011.

We currently do not have any retirement plans or provide any other retirement benefits for our employees.

None of our named executive officers participates in or has account balances in nonqualified defined contribution plans or other deferred compensation plans maintained by us.

We provide Mr. Kirsch with a car allowance of $846 per month and Mr. Martinez a car allowance of $959 per month.

Except as described under “Employment Agreements” above, none of our named executive officers has any other severance benefits or change in control arrangements.

The following table provides information regarding the compensation earned during the years ended December 31, 2011 and December 31, 2010 by our Chairman and Chief Executive Officer, and our most highly compensated executive officers, other than our Chief Executive Officer, whose total compensation was in excess of $100,000. We refer to these persons as our “named executive officers” elsewhere in this prospectus.

We did not have any outstanding equity awards to our named executive officers as at December 31, 2011.

As at December 31, 2011, we did not have any equity incentive plans. Prior to the consummation of this offering, we intend to adopt the 2012 Equity Compensation Plan under which we will reserve [ ] of our common stock for the purpose of providing equity incentives to our employees, officers, directors and consultants including options, restricted stock, restricted stock units, stock appreciation rights, other equity awards, annual incentive awards and dividend equivalents. The plan will provide for a maximum of [ ] shares that could be acquired upon the exercise of a stock option or the vesting of restricted stock. The plan will be approved by our shareholders prior to this offering.

The following is a summary of transactions for the past two fiscal years to which we have been a party in which the amount involved exceeded the lesser of $120,000 or $[ ], which is approximately 1% of the average of our total assets at December 31, 2010 and December 31, 2011, and in which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements that are described under the section of this prospectus entitled “Executive Compensation.”

We did not issue any common stock during the past two fiscal years to our directors, executive officers or holders of more than 5% of our capital stock, except in connection with the reorganization of the company from a limited liability company into a corporation.

Substantially simultaneously with the effectiveness of the registration statement of which this prospectus is a part, the company will effect a reorganization pursuant to which each holder of an outstanding membership interest in the company will contribute to the company all of the right, title and interest in and to such holder’s entire ownership interest in the company in exchange for a proportionate number of shares of common stock of the company immediately after conversion into a Delaware corporation.

We have an understanding with our founding members that upon consummation of this offering the outstanding notes will be exchanged into shares of our common stock at a price per share equal to the offering price. We anticipate that prior to the effectiveness of the registration statement of which this prospectus is a part, Ferdinando Ladurini, Daniel Ladurini and James R. Kirsch will enter into a debt exchange agreement whereby our three outstanding promissory notes in the principal amounts of $1,341,676, $142,000 and $37,143 owed to them, respectively, will be exchanged for shares of common stock at a price per share equal to the offering price (the “Note Conversion”). Such shares will be subject to the lock-up agreement entered into with the underwriter in connection with this offering and may not be sold until the expiration of such lock-up period. See “Underwriting – Lock up Agreements.”

Immediately prior to the offering, Ladurini Family Trust intends to enter into option agreements (the “Ladurini Options”) with certain of our directors and officers pursuant to which such directors and officers may purchase, during a year exercise period, from Ladurini Family Trust up to an aggregate of [ ] shares of our common stock, at a price per share equal to the offering price. The options will not be exercisable until the expiration of the lock-up agreement to be entered into by Ladurini Family Trust with the underwriter in connection with this offering. See “Underwriting – Lock up Agreements.”

Pursuant to the Investment Agreement, Mr. Kirsch will receive additional compensation payments equal to 30% of the principal payments made by the company under the promissory notes payable to Ferdinando Ladurini in the principal amount of $1,341,676. Additional compensation payments are recorded to expense in the statements of income and are reported as income to the member of the limited liability company operating agreement, in this case, Mr. Kirsch.

In 2010, Mr. Kirsch purchased a condominium apartment in Miami, Florida, which was primarily used by the company and was financed by obtaining a bank loan providing initially for interest only payments. The company paid for the down payment and earnest money on the apartment in the amount of $221,679. Following the closing, the company made payments of interest on the mortgage, condominium association dues, real estate taxes, maintenance and upkeep, purchased furniture and other related expenses on the apartment (collectively, “Condominium Costs”) in the amount of $52,070 in 2010 and $30,465 in 2011. The company will discontinue paying the Condominium Costs prior to the closing of the offering. Please see “Executive Compensation” for information regarding the employment agreements with, and compensation of, our executive officers.

Please see “Executive Compensation” for information regarding the employment agreements with, and compensation of, our executive officers.

Other than as disclosed in the section above entitled “Equity Issuances to Directors, Executive Officers and 5% Stockholders” and “Agreements with Directors and Executive Officers” there are no agreements between or among the company and any holder of more than 5% of our capital stock.

The following table sets forth information regarding the beneficial ownership of our limited liability company membership interests as of the date of this prospectus and pro forma as adjusted to reflect our reorganization into a Delaware corporation, which will occur immediately prior to the closing of this offering and the sale of the common stock in this offering for:

The percentage ownership information shown in the table is based upon [ ] shares of common stock outstanding as of the date of this prospectus, and the issuance of [ ] shares of common stock in this offering. The percentage ownership information assumes no exercise of the underwriter’s option to purchase additional shares and no shares of our common stock are purchased in a directed share offering under our newly established Customer Stock Ownership Plan.

Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the U.S. Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable on or before that date that is 60 days after the date of this prospectus. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Unless otherwise noted below, the address for each person or entity listed in the table is c/o Professional Diversity Network, 150 North Wacker Drive, Suite 2360, Chicago, Illinois 60606.

Upon the closing of this offering, our authorized capital stock will consist of [ ] shares of common stock, par value $[ ] per share, and [ ] shares of undesignated preferred stock, par value $[ ] per share.

The following summarizes important provisions of our common stock and describes certain material provisions of our proposed certificate of incorporation and bylaws that we intend to adopt prior to the consummation of this offering. This summary is qualified by our proposed certificate of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, and by the provisions of applicable law.

As of the date of this prospectus, all of our outstanding limited liability company membership interests were held of record by 3 members of the company: Ladurini Family Trust, James Kirsch and Rudy Martinez. After giving effect to our reorganization into a Delaware corporation and the sale of common stock offered in this offering, there will be [ ] shares of common stock outstanding, assuming the Note Conversion has been consummated, no exercise of the underwriter’s option to purchase additional shares of common stock to cover over-allotments, and no shares of our common stock are purchased in a directed share offering under our newly established Customer Stock Ownership Plan.

Following our reorganization into a Delaware corporation, the holders of our outstanding shares of common stock are entitled to receive dividends, if any, as may be declared out of legally available funds at the times and the amounts as our board of directors may from time to time determine.

Following our reorganization into a Delaware corporation, each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of the stockholders, including the election of directors. Our proposed certificate of incorporation and bylaws do not provide for cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Following our reorganization into a Delaware corporation, our common stock is not entitled to preemptive rights and is not subject to conversion or redemption.

Following our reorganization into a Delaware corporation, , in the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and liquidation preferences of preferred stock, if any.

Following our reorganization into a Delaware corporation, our board of directors has the authority, without first obtaining approval of our stockholders, to establish from our undesignated shares, one or more series of preferred stock and to fix the powers, preferences, rights and limitations of such class or series, including dividend rights, voting rights, and the right to receive liquidation distributions.

As of the date of this prospectus, we do not have any options to purchase common stock outstanding. Immediately prior to the offering, Ladurini Family Trust intends to issue the Ladurini Options. See “Certain Relationships and Related Party Transactions – Equity Issuances to Directors, Executive Officers and 5% Stockholders.”

Anti-Takeover Effects of Provisions of the Certificate of Incorporation and Bylaws

Provisions of our amended and restated certificate of incorporation and amended and restated bylaws that we intend to adopt prior to the consummation of this offering may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our proposed amended and restated certificate of incorporation and amended and restated bylaws:

We are subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Our certificate of incorporation limits the liability of our directors to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission.

Our proposed bylaws provide that we will indemnify our directors and officers, and may indemnify other employees and agents, to the fullest extent permitted by law. Our proposed bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our proposed bylaws permit indemnification. We intend to obtain directors’ and officers’ liability insurance prior to the offering.

We intend to enter into indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our certificate of incorporation and amended and restated bylaws.

At present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Insofar as indemnification for liabilities arising under the Securities 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 Securities 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.

We have applied for the listing of our common stock on the Nasdaq Capital Market under the symbol “IPDN.”

Prior to this offering, no public market existed for our common stock. Market sales of shares of our common stock after this offering and from time to time, and the availability of shares for future sale, may reduce the market price of our common stock. Sales of substantial amounts of our common stock, or the perception that these sales could occur, could adversely affect prevailing market prices for our common stock and could impair our future ability to obtain capital, especially through an offering of equity securities.

Based on the number of shares of common stock outstanding as of the date of this prospectus, upon completion of this offering, [ ] shares of common stock will be outstanding, assuming no shares of our common stock are purchased in a directed share offering under our newly established Customer Stock Ownership Plan and no exercise of the underwriter’s option to purchase additional shares of common stock to cover over-allotments. All of the shares sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless held by our affiliates as that term is defined under Rule 144 under the Securities Act.

The remaining [ ] shares of common stock outstanding upon the closing of this offering are restricted securities as defined under Rule 144 of the Securities Act. Restricted securities may be sold in the U.S. public market only if registered or if they qualify for an exemption from registration, including by reason of Rule 144 under the Securities Act, which rules are summarized below. These remaining shares will generally become available for sale in the public market as follows:

In general, under Rule 144 under the Securities Act, as in effect on the date of this prospectus, beginning 90 days after the date of this prospectus, a person who is not one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock to be sold for at least six months, would be entitled to sell an unlimited number of shares of our common stock, provided current public information about us is available. In addition, under Rule 144, a person who is not one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares of our common stock to be sold for at least one year, would be entitled to sell an unlimited number of shares immediately upon the closing of this offering without regard to whether current public information about us is available. Beginning 90 days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months are entitled to sell within any three-month period a number of shares that does not exceed the greater of:

Sales of restricted shares under Rule 144 by our affiliates are also subject to requirements regarding the manner of sale, notice and the availability of current public information about us. Rule 144 also provides that affiliates relying on Rule 144 to sell shares of our common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares, other than the holding period requirement.

Notwithstanding the availability of Rule 144, holders of [ ] of our restricted shares have entered into lock-up agreements as described below under “Underwriting” and their restricted shares will become eligible for sale at the expiration of the restrictions set forth in those agreements, subject to any exceptions set forth therein or waivers by the underwriter.

We intend to file a registration statement under the Securities Act on Form S-8 to to register shares to be issued pursuant to the 2012 Equity Compensation Plan. As a result, any options or rights exercised under the 2012 Equity Compensation Plan after the effectiveness of the registration statements will also be freely tradable in the public market, subject to the lock-up agreements discussed above. However, such shares held by affiliates will still be subject to the volume limitation, manner of sale, notice and public information requirements of Rule 144 and the 180-day lock-up arrangement described above, if applicable.

Aegis Capital Corp. (“Aegis” or “Underwriter”) is acting as the underwriter of this offering. Under the terms and subject to the conditions contained in an underwriting agreement between us and the Underwriter, the Underwriter has agreed to purchase, and we have agreed to sell to the Underwriter, the shares of common stock offered by this prospectus set forth below:

The Underwriter is committed to purchase all the shares of common stock offered by us other than those covered by the option to purchase additional shares described below, if they purchase any shares. The obligations of the Underwriter may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the Underwriter’s obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the Underwriter of officers’ certificates and legal opinions.

The following table shows the per share and total underwriting discounts and commissions that we are to pay to the Underwriter in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the over-allotment option, in each case assuming no shares of our common stock are purchased in a directed share offering under our newly established Customer Stock Ownership Plan.

(1) Underwriting discount is $ per share (7% of the per share price of the shares sold in the offering).

(2) The accountable expense allowance of up to 1.5% of the gross proceeds of the firm shares is not payable with respect to the shares sold upon exercise of the Underwriter’s over-allotment option.

In addition, we estimate that the expenses of this offering, other than underwriting discounts and commissions payable by us, will be approximately $ million.

We have granted to the Underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate of additional shares of common stock (15% of the shares offered by this prospectus) at the public offering price, less underwriting discounts and commissions. The Underwriter may exercise this option, in whole or in part, solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. If the over-allotment option is exercised in full, the total price to the public would be $ , the total underwriter discounts and commissions would be $ and the total proceeds to us would be $ .

We have agreed that we will not, for a period of one hundred eighty (180) days from the effective date of the registration statement of which this prospectus is a part, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,

or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock; (ii) file or caused to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of capital stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock or such other securities, in cash or otherwise, other than the shares to be sold hereunder, and shares issuable upon the exercise or conversion of outstanding securities, securities issued under any company stock or equity compensation plans. If the company issues an earnings release or material news during the last 17 days of such lock-up period or, prior to the expiration of such lock up period, the company announces that it will release earnings results during the 16-day period beginning on the last day of such lock up period, the lock up restrictions will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension.

Our directors, officers and each of our shareholders have entered into lock up agreements with the Underwriter prior to the commencement of this offering pursuant to which each of these persons or entities, for a period of one hundred eighty (180) days after the date of this prospectus, may not, without the prior written consent of the Underwriter, (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock. Additionally, all other holders of our outstanding common stock or options to purchase common stock are subject to agreements with us imposing similar restrictions on sales or agreements to sell such common stock or options during the one hundred eighty (180) days after the date of this prospectus.

In determining the public offering price, we and the Underwriter expect to consider a number of factors including:

Neither we, nor the Underwriter can assure investors that an active trading market will develop for our common stock, or that the shares will trade in the public market at or above the public offering price.

Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

In connection with this offering, the Underwriter or certain of the securities dealers may distribute prospectuses electronically. No forms of prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will be used in connection with this offering.

The Underwriter has informed us that it does not expect to confirm sales of shares offered by this prospectus to accounts over which it exercises discretionary authority without obtaining the specific approval of the account holder.

We have also agreed to issue to the Underwriter a common stock purchase warrant to purchase a number of shares of our common stock equal to an aggregate of five (5%) percent of the shares sold in the offering (excluding the over-allotment option). The warrant will have an exercise price equal to 125% of the offering price of the shares sold in this offering. The warrants are exercisable commencing one year (1) year after the effective date of this offering, and will be exercisable, in whole or in part, for three (3) years thereafter. The warrant also provides for one demand registration right and unlimited “piggyback” registration rights at our expense with respect to the underlying shares of common stock during the three (3) year period commencing one (1) year after the effective date of this offering. Pursuant to the rules of FINRA (formerly the NASD), and in particular Rule 5110, the warrant (and underlying shares) issued to the Underwriter may not be sold, transferred, assigned, pledged, or hypothecated, or the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective disposition of the securities by any person for a period of 180 days immediately following the effective date of this offering; provided, however, that the warrant (and underlying shares) may be transferred to officers or partners of the Underwriter and members of the underwriting syndicate as long as the warrants (and underlying shares) remain subject to the lockup.

In addition, pursuant the underwriting agreement, we have also agreed to pay the underwriter accountable expenses relating to the offering of up to 1.5% of the gross proceeds of the offering with respect to the sale of the firm shares, including (a) all fees, expenses and disbursements relating to background checks of our officers and directors in an amount not to exceed $5,000 per individual; (b) up to $16,000 for costs associated with the underwriter’s use of i-Deal; (c) up to $10,000 of accountable “road show” expenses; and (d) an advance of $50,000.

The underwriting agreement provides for indemnification between us and the Underwriter against specified liabilities, including liabilities under the Securities Act, and for contribution by us and the Underwriter to payments that may be required to be made with respect to those liabilities. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities under the Securities Act is against public policy as expressed in the Securities Act, and is therefore, unenforceable.

In order to facilitate this offering of common stock, the Underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the Underwriter may sell more shares than it is obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the Underwriter under the over-allotment option. The Underwriter can close out a covered short sale by exercising the over-allotment option or by purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the Underwriter will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The Underwriter may also sell shares in excess of the over-allotment option, creating a naked short position. The Underwriter must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the Underwriter is

concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. In addition, to stabilize the price of the common stock, the Underwriter may bid for and purchase shares of common stock in the open market. Finally, the Underwriter may reclaim selling concessions allowed for distributing the common stock in the offering if the syndicate repurchases previously distributed common stock to cover syndicate short positions or to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The Underwriter is not required to engage in these activities and may end any of these activities at any time.

We have not taken any action to permit a public offering of our common stock outside the U.S. or to permit the possession or distribution of this prospectus outside the U.S. Persons outside the U.S. who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering and the distribution of the prospectus outside the U.S. In addition to the public offering of our common stock in the U.S., the Underwriter may, subject to applicable foreign laws, also offer our common stock to certain institutions or accredited persons in the following countries:

If this document is issued or distributed in Australia, it is issued or distributed to “wholesale clients” only, not to “retail clients.” For the purposes of this paragraph, the terms “wholesale client” and “retail client” have the meanings given in section 761 of the Australian Corporations Act 2001 (Cth). This document is not a disclosure document under the Australian Corporations Act, has not been lodged with the Australian Securities & Investments Commission and does not purport to include the information required of a disclosure document under the Australian Corporations Act. Accordingly, (i) the offer of securities under this document is only made to persons to whom it is lawful to offer such securities under one or more exemptions set out in the Australian Corporations Act, (ii) this document is only made available in Australia to those persons referred to in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that, by accepting this offer, the offeree represents that the offeree is such a person as referred to in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this document.

THIS PROSPECTUS HAS NOT BEEN AND WILL NOT BE CIRCULATED OR DISTRIBUTED IN THE PRC, AND SHARES MAY NOT BE OFFERED OR SOLD, AND WILL NOT BE OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, TO ANY RESIDENT OF THE PRC EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS OF THE PRC.

DIFC and UAE have different requirements and, as a result, a generic legend for each is provided below.

The offering has not been approved or licensed by the Central Bank of the United Arab Emirates (the “UAE”), Securities and Commodities Authority of the UAE and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority (the “DFSA”), a regulatory authority of the Dubai International Financial Centre (the “DIFC”).

The offering does not constitute a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended), DFSA Offered Securities Rules and NASDAQ Dubai Listing Rules, accordingly, or otherwise. The securities offered hereby may not be offered to the public in the UAE and/or any of the free zones, including, in particular, the DIFC.

The securities offered hereby may be offered and issued only to a limited number of investors in the UAE or any of its free zones (including, in particular, the DIFC) who qualify as sophisticated investors under the relevant laws and regulations of the UAE or the free zone concerned, including, in particular, the DIFC.

The company represents and warrants that the securities offered hereby will not be offered, sold, transferred or delivered to the public in the UAE or any of its free zones, including, in particular, the DIFC.

The issuer is not licensed by the Dubai Financial Services Authority (“DFSA”) to provide financial services in the Dubai International Financial Centre (“DIFC”). The offering has not been approved or licensed by the Central Bank of the United Arab Emirates (the “UAE”), Securities and Commodities Authority of the UAE and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the DFSA, a regulatory of the DIFC.

The offering does not constitute a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No.8 of 1984 (as amended), DFSA Offered Securities Rules and NASDAQ Dubai Listing Rules, accordingly, or otherwise. The securities offered hereby may not be offered to the public in the UAE and/or any of the free zones, including, in particular, the DIFC.

The common stock offered by this prospectus has not been approved or disapproved by the Israeli Securities Authority (the “ISA”), nor has such common stock been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the common stock being offered. Any resale, directly or indirectly, to the public of the common stock offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

The investors / subscribers in Pakistan will be responsible for ensuring their eligibility to invest under the applicable laws of Pakistan and to obtain any regulatory consents if required for such purpose.

NO OFFERING OF SHARES IS BEING MADE IN THE KINGDOM OF SAUDI ARABIA, AND NO AGREEMENT RELATING TO THE SALE OF THE SHARES WILL BE CONCLUDED IN SAUDI ARABIA. THIS DOCUMENT IS PROVIDED AT THE REQUEST OF THE RECIPIENT AND IS BEING FORWARDED TO THE ADDRESS SPECIFIED BY THE RECIPIENT. NEITHER THE AGENT NOR THE OFFERING HAVE BEEN LICENSED BY THE SAUDI’S SECURITIES AND EXCHANGE COMMISSION OR ARE OTHERWISE REGULATED BY THE LAWS OF THE KINGDOM OF SAUDI ARABIA.

THEREFORE, NO SERVICES RELATING TO THE OFFERING, INCLUDING THE RECEIPT OF APPLICATIONS AND/OR THE ALLOTMENT OF THE SHARES, MAY BE RENDERED WITHIN THE KINGDOM BY THE AGENT OR PERSONS REPRESENTING THE OFFERING.

The content of this Memorandum has not been issued or approved by an authorised person within the meaning of the United Kingdom Financial Services and Markets Act 2000 (“FSMA”). Reliance on this Memorandum for the purpose of engaging in any investment activity may expose an Investor to a significant risk of losing all of the property or other assets invested. This Memorandum does not constitute a prospectus within the meaning of the FSMA and is issued in reliance upon one or more of the exemptions from the need to issue such a prospectus contained in section 86 of the FSMA.

Concurrently with the offering conducted pursuant to this prospectus, we are offering up to [—] shares of our common stock in a directed share offering under our newly established Customer Stock Ownership Plan or “CSOP™” that is primarily designed for our members and other individual investors using the proprietary web and social media platform of LOYAL3 Labs, Inc. (“LOYAL3 Labs”) and brokerage and other services of LOYAL3 Securities, Inc. (“LOYAL3 Securities”; together with LOYAL3 Labs, “LOYAL3”) (the “IPO CSOP”). We reserve the right to terminate the IPO CSOP in our absolute discretion.

The closing of the IPO CSOP will only occur if and when the closing and the full funding of this offering, and the shares in the IPO CSOP will be priced at the same price as the shares purchased in this offering. Neither the IPO CSOP nor this offering is conditioned on a minimum number of shares of common stock being purchased in the IPO CSOP.

We have agreed to pay LOYAL3 a fee of [ ]. The additional expenses of the IPO CSOP offering consist of: [—]. We intend to use the net proceeds from the IPO CSOP for general working capital.

LOYAL3 will provide the technology and services for the IPO CSOP and LOYAL3 Securities will act as agent to the IPO CSOP Participants to facilitate CSOP transactions on the LOYAL3 platform and maintain LOYAL3 accounts on their behalf. LOYAL3 Securities is a statutory “underwriter” as defined in the Securities Act in connection with our distribution of our shares through the IPO CSOP, and any fees we pay to a LOYAL3 affiliate in connection with the IPO CSOP may be deemed underwriting compensation under the Securities Act. LOYAL3 Securities is not an underwriter with respect to this offering, and no other broker-dealer firm is an underwriter with respect to the IPO CSOP. We have agreed to indemnify LOYAL3 and its affiliates against certain liabilities, including liabilities arising under the Securities Act. LOYAL3 Securities will not engage in any stabilization activities.

The validity of the shares of common stock offered hereby and certain other legal matters will be passed upon for us by SNR Denton US LLP, Chicago, Illinois. The underwriter has been represented in connection with this offering by McDermott Will & Emery LLP, New York, New York.

Our financial statements as of December 31, 2011 and 2010 and for each of the two years in the period ended December 31, 2011 included in this prospectus have been so included in reliance on the report of Marcum, LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus does not contain all of the information included in the registration statement, portions of which are omitted as permitted by the rules and regulations of the Securities and Exchange Commission. For further information pertaining to us and the common stock to be sold in this offering, you should refer to the registration statement and its exhibits. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document filed as an exhibit to the registration statement or such other document, each such statement being qualified in all respects by such reference. On the closing of this offering, we will be subject to the informational requirements of the Exchange Act and will be required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. We anticipate making these documents publicly available, free of charge, on our website at www.profusional.com as soon as reasonably practicable after filing such documents with the Securities and Exchange Commission. The information contained in, or that can be accessed through, our website is not part of this prospectus.

You can read the registration statement and our future filings with the Securities and Exchange Commission over the Internet at the Securities and Exchange Commission’s website at www.sec.gov. You may request copies of the filing, at no cost, by telephone at (312) 827-6440 or by mail at Professional Diversity Network, 150 North Wacker Drive, Suite 2360, Chicago, Illinois 60606. You may also read and copy any document we file with the Securities and Exchange Commission at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549. Copies of the registration statement may be obtained from the Securities and Exchange Commission at prescribed rates from the public reference room at such address. You may obtain information regarding the operation of the public reference room by calling 1-800-SEC-0330.

We have audited the accompanying balance sheets of Professional Diversity Network, d/b/a iHispano.com, formerly known as iHispano.com, LLC d/b/a Professional Diversity Network, (the “Company”) as of December 31, 2011 and 2010, and the related statements of income, members’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Professional Diversity Network, d/b/a iHispano.com, formerly known as iHispano.com, LLC d/b/a Professional Diversity Network, as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

Professional Diversity Network, LLC, d/b/a/ iHispano.com, formerly known as iHispano.com, LLC d/b/a Professional Diversity Network (the “Company”) is a limited liability company originally formed as IH Acquisition, LLC under the laws of the State of Illinois on October 3, 2003. The Company commenced business following its acquisition of the assets, trade name, uniform resource locator (URL) and certain developed technology of iHispano.com, Inc. Aggregate consideration in this transaction amounted to $887,000, including the assumption of a note payable to one of the Company’s founding members that had an acquisition date fair value of $692,614 (Note 7). The Company recorded an aggregate of $635,671 of goodwill with respect to this transaction (Note 3). In 2004, the Company changed it’s name to iHispano.com, LLC and in 2012 the Company changed its name to Professional Diversity Network, LLC.

The Company operates an online professional networking community with career resources specifically tailored to the needs of seven different diverse cultural groups including: Women, Hispanic Americans, African Americans, Asian Americans, differently-abled, veterans, lesbians, gay, bisexual and transgender (LGBT), and students, and graduates seeking to transition from education to career. The network’s purposes, among others, are to assist its members in their efforts to connect with like-minded individuals, identify career opportunities within the network and connect members with prospective employers. The Company’s technology platforms are integral to the operation of its business.

As of December 2011, the Company has launched additional professional networking sites that serve other diverse communities - including women (WomensCareerChannel.com), Asians (ACareers.net), lesbian, gay, bisexual and transgender (OutProNet.com), enlisted and veteran military personnel (Military2Career.com) and differently-abled (ProAble.net) professionals. These additional professional networking sites are in the very early stages of development.

The Company has historically funded its operations principally from cash flows generated in its operating activities. Company management does not currently anticipate that the business will experience any significant changes in its near term financial condition as it relates to the ongoing conduct of its business.

The Company has undertaken efforts to commence an initial public offering (“IPO”) of its equity securities (Note 8). The Company incurred approximately $295,000 of IPO costs through March 31, 2012 and $26,900 of IPO costs through December 31, 2011 in its efforts to complete the IPO. The Company anticipates incurring additional costs of approximately $150,000 to $400,000 to complete the IPO.

Basis of Presentation - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Unaudited Interim Financial Information - The accompanying interim balance sheet as of March 31, 2012, and the statements of income, comprehensive income, and cash flows for the three months ended March 31, 2012 and March 31, 2011 and the statement of members’ equity for the three months ended March 31, 2012 and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared in

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

accordance with U.S. GAAP. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our statement of financial position as of March 31, 2012 and our results of operations and our cash flows for the three months ended March 31, 2012 and 2011. The results for the three months ended March 31, 2012 are not necessarily indicative of the results expected for the year ended December 31, 2012.

Accounting Estimates - 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas that required management to make estimates and assumption that affect the amounts and disclosures in the financial statements include revenue recognition, valuation of goodwill, trade name and URL, costs capitalized to develop technology and the Company’s estimated useful lives of assets. Actual results could differ from those estimates.

Revenue Recognition - The Company applies the revenue recognition principles set forth in Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) 104 “Revenue Recognition” with respect to all of its revenue. Accordingly, the Company records revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery of its services has occurred, (iii) fees for services are fixed or determinable, and (iv) collectability of the sale is reasonable assured.

The Company’s principal sources of revenue include certain minimum fixed fees that it earns from two distinct customers (Note 10). One contract is an annual agreement that is billed pro rata on a monthly basis. The Company uses proprietary technology to monitor the volume of members that actually apply for employment using these resources. The second contract is billed based upon fixed fees with certain minimum monthly website visits. The Company also earns advertising revenues from providing media space on its website directly to advertisers and consumer marketers. Consumer advertising clients (or their designated agents) contact us to purchase media (advertisements for their advertising campaign, goods or services) to be placed on one of our seven websites. The Company invoices the advertising client or its agent monthly for the media placed. Consumer advertising that the Company sells may be placed on one of its websites and on the website of professional organizations that it is strategic partners with. Advertisers pay the Company directly for the ads that it sells, as the Company is the primary obligor in the transaction. The Company’s strategic partners invoice the Company monthly for their share of the revenue for the advertisements that run on its partner websites and the Company records these amounts as an expense to its revenue sharing account within Cost of Services under Costs and Expenses in its Statement of Income. Consumer advertising may be sold by the professional organizations that the Company has strategic partnerships with, and placed on one of its websites. In this case, the Company would invoice such strategic partner directly for the advertising space and on a case by case basis, rather than a monthly basis. Advertising revenue is recognized after the advertisements have run and results have been approved by an outside service. Advance payments received from customers for advertising services are recorded as deferred revenue. Advertising revenue is recognized either based upon a fixed fee for revenue sharing agreements in which payment is required at the time of posting, or billed based upon the number of impressions recorded on the websites as specified in the customer agreement.

Advertising and Marketing Expenses - Advertising and Marketing expenses are expensed as incurred. For the three months ended March 31, 2012 and March 31, 2011 the Company incurred advertising and marketing expenses of approximately $107,000 and $86,000, respectively. During the years ended December 31, 2011 and 2010 the Company incurred advertising and marketing expenses of approximately $398,000 and $198,000, respectively.

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

Cash and Cash Equivalents - The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.

Restricted Cash - In connection with an operating lease agreement, the Company was required to maintain a certificate of deposit in a restricted account in the amount of $45,288 at December 31, 2010 and at March 31, 2011. The certificate of deposit matured in October 2011 and the Company’s amended lease agreement did not have a provision for this deposit.

Accounts Receivable - Accounts receivable represent receivables generated from licensing fees earned from customers and advertising revenue. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has had a low occurrence of credit losses through March 31, 2012 and therefore deemed it unnecessary to establish an allowance for doubtful accounts.

Marketable Securities - Marketable securities consist of investments in corporate bonds, municipal government notes; and exchange traded shares designed to track the Wells Fargo Hybrid and Preferred shares index (WHPSF Financial Index). The maximum maturity for any fixed investment is 2034. The Company accounts for its marketable securities in accordance with the provisions of ASC 320-10. The Company classifies these securities as available for sale, and as such, they are reported at fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive income and excluded from net income, except for unrealized losses determined to be other-than-temporary, which are recorded as interest and other income, net. The Company had accumulated unrealized losses of $30,645 and $1,504 relating to investments in marketable securities for the years ended December 31, 2011 and 2010, respectively. The Company had accumulated unrealized losses of $4,812 relating to investments in marketable securities for the three months ended March 31, 2012.

Property and Equipment - Property and equipment is stated at cost, including any cost to place the property into service, less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets which currently range from 3 to 5 years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the lease. Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets sold or retired and related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting profit or loss is reflected in income or expense for the period.

Concentrations of Credit Risk - Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents and accounts receivable. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on the account.

With respect to accounts receivables, concentrations of credit risk are limited to two customers in the on-line employment and distance education industries (Note 10).

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

Income Taxes - The Company is a limited liability company and has elected to be taxed as a partnership. As such the Company’s income or loss is required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying financial statements. The Company provided the pro-forma income tax disclosures presented in the accompanying statements of income for the years ended December 31, 2011 and 2010 and the three months ended March 31, 2012 and 2011 to illustrate what the Company’s net income would have been had income tax expense been provided for at an effective rate of 40.46%, 39.65%, 39.8% and 38.9%, respectively.

In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. The Company recognizes interest and penalties on any unrecognized tax benefits as a component of income tax expense. Based on an evaluation of the Company’s tax positions, management believes all positions taken would be upheld under an examination. Therefore, no provision for the effects of uncertain tax positions has been recorded for the periods ended December 31, 2011 or 2010. The Company’s federal and state tax returns are potentially open to examinations for the years 2008 through 2011.

The Company periodically evaluates whether its uncertain tax positions require recognition or disclosure in the financial statements.

Capitalized Technology Costs - In accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 350-40 Internal-Use Software, the Company capitalizes certain external and internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software costs are amortized over the estimated useful lives of the software assets on a straight-line basis, generally not exceeding three years.

Goodwill and Intangible Assets - The Company accounts for goodwill and intangible assets in accordance with Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.

Goodwill is evaluated for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows.

Pursuant to recent authoritative accounting guidance, the Company elects to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless the Company determines that it is more likely than not that its fair value is less than its carrying amount. If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test is performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying value exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of that goodwill. Any excess of the goodwill carrying value over the respective implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. Through December 31, 2011, no impairment of goodwill has been identified.

The Company allocated a portion of the purchase of iHispano.com, Inc. to trade name and uniform resource locator. These assets have an indefinite life, and thus are not being amortized. The Company has performed its annual impairment evaluation for its other intangible assets with indefinite lives and determined that these were not impaired as of December 31, 2011. The Company amortizes the cost of other intangibles over their estimated useful lives. Amortizable intangible assets may also be tested for impairment if indications of impairment exist.

Fair Value Measurements - Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities which are carried at historical cost, which management believes that the recorded amounts approximate fair value due to the short-term nature of these instruments.

The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value:

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions

Financial assets measured at fair value on a recurring basis are summarized below:

The Company considers its investments in exchange traded shares to be Level 1, and in corporate and municipal bonds to be Level 2.

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

The Company considers its investments in exchange traded shares to be Level 1, and in corporate and municipal bonds to be Level 2.

Deferred Revenue - Deferred revenue includes customer deposits received prior to performing services which are recognized as revenue when revenue recognition criteria are met.

Lease Obligations - The Company leases office space under a non-cancelable operating lease with an expiration date of October 31, 2014. The operating lease agreement contains an abatement of the first three months rent, in the amount of $12,623, rent escalation provisions and tenant improvement allowances of $15,895. The rent abatement and tenant improvement allowance are considered in determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. At March 31, 2012 deferred rent amounted to $11,623 and is recorded in accounts payable and accrued expenses in the accompanying balance sheets. At December 31, 2011 and 2010 deferred rent amounted to $9,558 and $0, respectively and is recorded in accounts payable and accrued expenses in the accompanying balance sheets. Renewals are not included in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception.

Recent Accounting Pronouncements - In June 2011, the Financial Accounting Standards Board (“FASB”) issued amended standards that eliminated the option to report other comprehensive income in the statement of stockholders’ equity and require companies to present the components of net income and other comprehensive income as either one continuous statement of comprehensive income or two separate but consecutive statements. The amended standards do not affect the reported amounts of comprehensive income. In December 31, 2011, the FASB deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement that had previously been included in the June 2011 amended standard. These amended standards are to be applied retrospectively for interim and annual periods beginning after December 15, 2011. The Company adopted these standards on January 1, 2012 and the adoption will not impact the Company’s financial results or disclosures, but will have an impact on the presentation of comprehensive income.

In September 2011, the FASB issued amended standards to allow entities the option to first perform a qualitative assessment as to whether goodwill impairment indicators exist, before undertaking the existing two-step test. The objective of the qualitative assessment is to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is more likely than not, the two-step test must still be performed. The amended standards are intended to reduce costs of evaluating annual goodwill impairment. These amended standards are to be applied for annual periods beginning after December 15, 2011, with early adoption permitted. The Company elected to early adopt these standards in the year ended December 31, 2011. The adoption of this pronouncement did not have a material impact on the Company’s financial results or disclosures.

In May 2011, the FASB issued amended standards to achieve common fair value measurements and disclosures between GAAP and International Financial Reporting Standards. The standards include amendments that clarify the intent behind the application of existing fair value measurements and disclosures and other amendments which change principles or requirements for fair value measurements or disclosures. The amended standards are to be applied prospectively for interim and annual periods beginning after December 15, 2011. The Company adopted these standards on January 1, 2012 and the impact is not material to the Company’s financial results or disclosures.

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

In 2006, iHispano.com launched a redesign of its site and developed Diversity Recruitment Solution (DRS). In 2007, iHispano.com and Monster.com formed a strategic alliance in which iHispano.com became the professional Latino recruitment solution for Monster.com and iHispano.com also powered the LISTA (Latinos in Information Sciences and Technology) Career Center. In 2008, the Company relaunched iHispano.com as a Professional Networking Site and Job Board for Latino Professionals. Also in 2008, Professional Diversity Network launched AMightyRiver.com, a professional networking site and job board targeting the African-American community in the United States. In 2011, Professional Diversity Network entered into an exclusive agreement with Apollo Group (University of Phoenix).

Depreciation expense for the three months ended March 31, 2012 and 2011 was $3,000 and $2,500, respectively, and is recorded in depreciation and amortization expense in the accompanying statements of income. Depreciation expense for the years ended December 31, 2011 and 2010 was $10,413 and $10,281 respectively, and is recorded in depreciation and amortization expense in the accompanying statements of income.

Notes Payable includes three separate notes, each with identical terms payable to the three founding members of the Company. The notes bear interest at the rate of 6% per annum, with all unpaid interest and principal due on November 1, 2014. As discussed in Note 1 above, the Company assumed a note payable to one of its founding members (who has since transferred his equity interest to a family trust but retained the note) that had an acquisition date fair value of $692,614 and a face value of $1,341,676. The discount on the note is being recorded at 6.055%. The remaining unamortized discount was $194,024 at March 31, 2012. The balance on this note was $1,212,918 at March 31, 2012. The Company may prepay any amount of outstanding interest and principal, without a prepayment penalty. The second note payable, including accrued but unpaid interest, was $218,464 at March 31, 2012. The third note payable was in the amount of $57,143 March 31, 2012. The total notes payable including accrued but unpaid interest amounted to $1,488,525 as of March 31, 2012. Interest expense on these note obligations amounted to $45,037 for the three months ended March 31, 2012. Interest expense includes the amortization of the debt discount of $17,200 at March 31, 2012. Payments on the notes were $48,000 for the three months ended March 31, 2012.

The remaining unamortized discount was $211,225 and $277,484 at December 31, 2011 and 2010, respectively. The balance on this note was $1,219,954 and $1,256,872 at December 2011 and 2010, respectively. The Company may prepay any amount of outstanding interest and principal, without a prepayment penalty. The second note payable, including accrued but unpaid interest, was $215,235 and $203,052 at December 31, 2011

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

and 2010, respectively. The third note payable was in the amount of $56,299 and $53,112 at December 31, 2011 and 2010, respectively. The total notes payable including accrued but unpaid interest amounted to $1,491,488 and $1,513,036 as of December 31, 2011 and 2010, respectively. Interest expense on these note obligations amounted to $170,452 and $171,685 for the years ended December 31, 2011 and 2010, respectively. Interest expense includes the amortization of the debt discount of $66,259 and $62,376 at December 31, 2011 and 2010 respectively. Payments on the notes were $192,000 for the years ended of December 31, 2011 and 2010.

On December 29, 2011, the Board of Managers authorized the Company to file a registration statement with the SEC in connection with its proposed IPO. The Company incurred approximately $295,000 of cumulative IPO costs consisting of professional fees, legal fees for research, documentation and preparation of the registration statement on Form S-1 and investment bank services for the three months ended March 31, 2012 and $26,900 of IPO costs consisting of an advance for investor analysis, presentation materials for distribution to investment firms and legal expenses for the year ended December 31, 2011 in connection with its proposed IPO, which amounts are presented as deferred offering costs in the accompanying balance sheets at March 31, 2012 and December 31, 2011.

The Company intends to use the net proceeds from this offering for general corporate purposes including hiring sales and marketing personnel, working capital, hiring additional product development personnel and potential acquisitions or investments. The Company has no current plans, agreements or commitments with respect to any such acquisition or investment. The Company’s management will retain broad discretion in the allocation of the net proceeds of this offering.

The Company cannot provide any assurance that it will complete its proposed IPO. The Company expects to incur substantial additional costs in connection with its efforts to complete this offering. If the Company completes its IPO, these costs will be recorded as a reduction of the proceeds received. If the Company does not successfully complete its IPO, the costs will be recorded as a charge to operations.

Lease Obligations - The Company leases office space under an operating lease agreement that expires in 2014. During the years ended December 31, 2011 and 2010 the Company incurred $39,712 and $39,270, respectively of rent expense under the lease agreement. During the three months ended March 31, 2012 and March 31, 2011, the Company incurred rent expense of $10,480 and $10,051, respectively. Future minimum payments under this lease at December 31, 2011 are as follows:

Executive Compensation - Executive compensation totaled $88,245 and $331,349 for the years ended December 31, 2011 and 2010, respectively, and $27,239 and $20,250 for the three months ended March 31, 2012 and 2011, respectively, and is recorded in general and administrative expenses in the accompanying income statements.

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

Executive Compensation consists of two components: (1) a contractual component, which consists of a payment to a certain member of the Company of 30% of principal payments made to a noteholder of the Company pursuant to the Company’s investment agreement entered into in 2004 and (2) a discretionary component, which represents payments to third parties on behalf of a member of the Company in exchange for the use of certain real property.

The Company has a single class of membership interests. The business affairs of the Company are managed by the Board of Managers who, subject to the limitations and restrictions set forth in the Company’s operating agreement, may make any and all decisions with respect to the conduct of the Company’s business in the ordinary course and to make financial commitments on behalf of the Company as set forth in the operating agreement. The Company’s operating agreement places certain restrictions on the Company and its individual members from taking certain actions or entering into certain types of transactions with affiliates, effectuating change in control events such as mergers and acquisitions, incurring indebtedness, amending member’s compensation arrangements and transferring or issuing membership interests unless the approval of members holding at least a super majority interest in the Company is obtained.

The Company’s revenues are highly dependent on two customers, Monster and Apollo Group, and the loss of either major customer would materially and adversely affect the Company’s business, operating results and financial condition. If Monster or Apollo Group seeks to negotiate their agreements on terms less favorable to the Company and the Company accepts such unfavorable terms, or if the Company seeks to negotiate better terms, but is unable to do so, then the Company’s business, operating results and financial condition would be materially and adversely affected. Selected terms of the agreements are as follows:

Revenues from the Company’s recruitment services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable and collectability is probable. The Company’s recruitment revenue is derived from the Company’s strategic partnerships through single and multiple job postings, recruitment media, access to the Company’s resume database, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services. Revenue under this agreement is monitored through an automated daily export of views and applies related to the postings to ensure that contract minimums are met or additional revenue is to be billed. The contract is an annual agreement that is billed on a pro rata monthly basis.

The Company’s agreement with a customer, expires on December 31, 2012. Although the agreement renews automatically for successive one-year terms, either party may deliver a notice of non-renewal with 60 days prior notice. There can be no assurance that the customer or the Company will continue to renew the agreement. The agreement provides for a fixed fee of $4,000,000 of income annually, which could be increased if specified levels of user traffic are met.

The businesses and organizations that use the Company’s marketing solutions are enabled to target and reach large audiences of diverse professionals and connect to relevant products and services with solutions that include

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

email marketing, social media, search engines, traffic aggregators and strategic partnerships. At March 31, 2012 and December 31, 2011, the Company recorded $75,000 and $150,000, respectively, of deferred revenue related to the Apollo Group’s University of Phoenix “Education to Education” Second Schedule, as defined below. Advertising revenue is recognized based upon fixed fees with certain minimum monthly website visits, a fixed fee for revenue sharing agreements in which payment is required at the time of posting, or billed based upon the number of impressions recorded on the websites as specified in the customer agreement. For the three months ended March 31, 2012 and March 31, 2011, advertising revenue accounted for 34% and 26% of total revenues, respectively. For the years ended December 31, 2011 and 2010, advertising revenue accounted for 28% and 9% of total revenues, respectively.

The Agreement’s First Media Schedule (the “First Schedule”) was entered into on January 19, 2011 and provided for the placement of ad units and the development of a networking portal site. The First Schedule was for a period of six months at a monthly fee of $83,000, and did not require any minimum volume commitments; however, the networking portal site must be functional for no less than 99.9% of the time.

The Agreement’s Second Media Schedule (the “Second Schedule”) was entered into on September 12, 2011 and provided for the placement of ad units and the creation, administration, hosting and promotion of Co-Branded Affinity Networking Portal Sites. The Second Schedule provides an E2E and an E2C component for a total of $1,550,000 of income annually, contains two year performance audit rights, fixed monthly amounts and 99.9% site availability other than scheduled maintenance. The 99.9% site availability provision requires that the networking portal sites that we maintain for the University of Phoenix must be functional no less than 99.9% of the time in any given month, exclusive of certain pre-scheduled down times.

Under the Second Schedule, the Company provides two separate and distinct networking portal site services to the University of Phoenix: (1) the E2E Site, in which users who click on Ad Units are directed to land on either iHispano.com or AMightyRiver.com, depending on the site where the user came from and (2) the E2C Site, from which University of Phoenix students or alumni are directed to a landing page with a featured employer group.

Performance under the E2E Site with Apollo Group commenced in January 2012, at which time the Company launched the advertising and promotion of the E2E Site containing digital banners, dedicated email blasts and weekly blogs. The Company has the guaranteed Apollo Group at least 30,000 visits to the sites over a six month period or must refund any shortfall at $5.00 per visit less than 30,000 visits or extend the agreement until the 30,000 visit guarantee is reached. Site visits for the number of users are measured through an outside service which monitors the Company’s compliance with such minimum visits requirement. Total fees payable under the Second Schedule cannot exceed $150,000. The Company recognizes the lesser of (i) 1/6th of the $150,000 fee per month for each of the 6 months during the minimum measurement period of January 1, 2012 through June 30, 2012, or (ii) the cumulative number of visits through the end of such month. Revenues under the Second Schedule are being recognized at the lesser of these two amounts to ensure that revenue does not exceed actual visits or the requirement to maintain the portal for the minimum period of six months.

The Second Schedule with Apollo Group is an agreement that may be renewed annually and provides for a fixed fee of $1,400,000 annually. E2C Site users are current students or alumni of the University of Phoenix, or its affiliates, that choose to land on an Employer Group Page that is controlled and hosted by the Company for the purpose of searching job opportunities and descriptions posted by a University of Phoenix Alliance Partner. We invoice Apollo and recognize 1/12th of the contract revenue ratably over the term of the contract on the last day of the month to

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

ensure that all performance requirements have been met. There are no guarantees or required numbers of visits under the E2C agreement. We are subject to a significantly limited performance measure that requires the E2C Site to be operational for 99.9% of the time in each month (other than for scheduled maintenance). This E2C Site was operational prior to the start of the measurement period by utilizing our preexisting platform.

(Information as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 is unaudited)

The two customers above accounted for 94%, or approximately $1.4 million, of total gross sales with one customer representing 66% and the other representing 28% of total gross sales for the three months ended March 31, 2012. Two customers accounted for 92%, or approximately $1.2 million, of total gross sales with one customer representing 74% and the other representing 18% for the three months ended March 31, 2011. In addition, two customers accounted for 94%, or approximately $1.3 million, of accounts receivable with one customer representing 70% and the other representing 24% for the three months ended March 31, 2012. Two customers accounted for 92%, or approximately $5.1 million, of total gross sales with one customer representing 72% and the other representing 20% of total gross sales for the year ended December 31, 2011. One customer accounted for 91%, or approximately $4.0 million, of total gross sales for the year ended December 31, 2010. In addition, two customers accounted for 92% or approximately $1.5 million of accounts receivable with one customer representing 62% and the other representing 30% for the year ended December 31, 2011. One customer accounted for 89%, or approximately $1.0 million of accounts receivable, as of December 31, 2010.

Management has evaluated all subsequent events and transactions for potential recognition or disclosure through April 16, 2012, the date the financial statements were available to be issued.

On June 11, 2012, we agreed to an insertion order with Apollo Group. The insertion order provides for payment to us of up to $150,000 per month for a period of 12 months beginning July 2012, based upon the number of persons we refer to the University of Phoenix, up to a maximum of 1,500 persons at a rate of $100 per person, who express an interest in obtaining information about attending the University of Phoenix. There is no guaranteed payment associated with this insertion order and for the first 12 days of this insertion order, PDN generated $63,400 of revenue.

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 the securities and it is not soliciting an offer to buy the securities in any state where the offer or sale is not permitted.

Professional Diversity Network, Inc. is making a directed share offering under this prospectus (the “IPO Customer Stock Ownership Plan,” “IPO CSOP™” or “Social IPO™”) for a maximum of [—] shares of our common stock. A description of the Social IPO can be found in the “The IPO Customer Stock Ownership Plan” section of this prospectus. Concurrently with the IPO CSOP offering, we are offering [—] shares of our common stock pursuant to a separate prospectus through the underwriters named in that prospectus on a firm-commitment basis. Together with the IPO CSOP, this is our initial public offering and no public market currently exists for our common stock. We expect that the initial public offering price will be between $[ ] and $[ ] per share of our common stock. We have applied for listing of our common stock on the NASDAQ Capital Market under the symbol “IPDN.”

Investing in our common stock involves a high degree of risk and significant stockholders will continue to hold a significant amount of shares and will continue to have substantial control over corporate matters, and as such we may be deemed a controlled company pursuant to NASDAQ corporate governance requirements. Please read “Risk Factors” beginning on page .

We qualify as an “emerging growth company” as defined in the “Jumpstart our Business Startups Act,” or JOBS Act. Please read the related disclosure contained on pages [-] and [-] of this prospectus. Please read “Risk Factors” beginning on page [-] in the prospectus.

Delivery of the shares of common stock is expected to be made on or about , 2012.

The Offering

We are offering up to [—] shares of our common stock in a directed share offering under our newly established IPO Customer Stock Ownership Plan (the “IPO CSOP” or “Social IPO”), which is primarily designed for our members and other individual investors, and uses the proprietary web and social media platform of LOYAL3 Labs, Inc. (“LOYAL3 Labs”), and brokerage and other services of LOYAL3 Securities, Inc. (“LOYAL3 Securities”; together with LOYAL3 Labs, “LOYAL3”). We reserve the right to terminate the IPO CSOP at any time in our absolute discretion.

Concurrently with the IPO CSOP made hereby, we are offering [—] shares of our common stock in a firm-commitment underwritten initial public offering. Together they constitute our initial public offering. The closing of the IPO CSOP will only occur if and when the closing of the firm-commitment underwritten offering takes place, and the shares purchased in the IPO CSOP will be priced at the same per-share offering price as the shares purchased in the firm-commitment underwritten offering (“final IPO price” or “initial public offering price”). Neither the IPO CSOP nor the firm-commitment underwritten offering is conditioned on a minimum number of shares of common stock being purchased in the IPO CSOP.

No underwriting commissions or discounts will be paid by us to LOYAL3 with respect to the IPO CSOP, nor are any overallotment shares being provided to LOYAL3. We have agreed to pay LOYAL3 a fee of [—] in consideration of the use of the LOYAL3^® platform and various services to facilitate transactions by participants through the platform without charging commissions or other fees to participants on those transactions. The additional expenses of the IPO CSOP consist of expenses such as legal and accounting.

Price per share of common stock offered by us

We currently estimate that the initial public offering price will be between $[ ] and $[ ] per share.

Common stock offered by us (in the IPO CSOP)

[ ] shares

Common Stock offered by us (in the firm-commitment underwritten offering)

[ ] shares

Common stock outstanding prior to the initial public offering

[ ] shares

Common stock to be outstanding immediately after the initial public offering (assuming all shares of common stock offered by us in the IPO CSOP are sold)

[ ] shares

Use of Proceeds

We expect the net proceeds to us from the firm-commitment underwritten offering will be approximately $[ ] million, after deducting the estimated underwriting discounts and commissions, the underwriter’s accountable expense reimbursement of up to 1.5% of the gross proceeds from the sale of the firm shares and estimated offering expenses, assuming an initial public offering price of $[ ] per share, the midpoint of the range on the front cover of this prospectus. We intend to use approximately 15% of the net proceeds of the underwritten public offering for sales and marketing, 25% of the net proceeds for product development, 40% of the net proceeds

for strategic acquisitions, and reserve the remaining 20% of the net proceeds for future growth opportunities which may include additional investments in sales and marketing, products and/or strategic acquisitions and for general working capital. Although from time to time, we may meet with and identify acquisition targets, we currently have no agreements or commitments with respect to any material acquisitions or investments in other companies. We intend to use net proceeds from the IPO CSOP for working capital. See “Use of Proceeds” on page [ ] of this prospectus.

Over-allotment option in connection with the firm-commitment underwritten offering

We have granted the underwriter in the firm-commitment underwritten offering an option for a period of 45 days to purchase, on the same terms and conditions as in the firm-commitment underwritten offering, up to an additional shares to cover over-allotments.

Underwriter’s Warrant in connection with the firm-commitment underwritten offering

In connection with the firm-commitment underwritten offering, we have also agreed to issue to the underwriter in that offering, for $100, a warrant to purchase up to [ ] shares of our common stock, or 5% of the shares offered by the prospectus for the firm-commitment underwritten offering (not including shares sold, if any, pursuant to the over-allotment option). If the underwriter exercises the warrant, each share of our common stock may be purchased for $ per share (which is 125% of the price per share of our common stock offered by that prospectus).

Lock Up Agreements

The Company’s directors and officers and any other holder of outstanding shares of our common stock will enter into customary “lock-up” agreements in favor of the underwriter in the firm- commitment underwritten offering pursuant to which such persons and entities will agree, for a period of 180 days from the closing date of this offering, that they will be subject to a lock-up agreement prohibiting any sales, transfers or hedging transactions of any securities of the company owned by them without the underwriter’s prior written consent.

Nasdaq Capital Market Listing

Exchange of insider debt to equity

Our outstanding promissory notes are currently non-convertible. However, in connection with the firm commitment underwritten offering, we have an understanding with our founding members that the outstanding notes will be exchanged into shares of our common stock at a price per share equal to the offering price, without payment of any additional consideration. We anticipate that immediately prior to the consummation of this offering, Ferdinando Ladurini, Daniel Ladurini and James R. Kirsch will enter into a debt exchange agreement whereby our three outstanding promissory notes in the principal amounts of $1,341,676, $142,000

and $37,143 will be exchanged for shares of common stock at a price per share equal to the offering price. Such shares will be subject to the lockup agreement entered into with the underwriter in connection with this offering and may not be sold until the expiration of such lock-up period.

Controlled Company

Ladurini Family Trust, our largest stockholder, may continue to hold a majority of our outstanding common stock immediately after the initial public offering. If that is the case, we will be a “controlled company” and Ladurini Family Trust will have sufficient voting power to effectively control all matters submitted to our stockholders, including a merger, consolidation or other business combination. As a controlled company” within the meaning of the NASDAQ rules, we will qualify for exemptions from certain corporate governance requirements. However, we do not intend to rely on such corporate governance exemption, and following the effectiveness of this registration statement and our corporate reorganization, we will have a board of directors comprised of a majority of independent directors and board committees comprised solely of independent directors. Please see our risk factor entitled, “We are a (controlled company) within the meaning of the NASDAQ rules and, as a result, will qualify for exemptions from certain corporate governance requirements.”

Risk Factors

Investing in our common stock involves a high degree of risk. See “Risk Factors” on page [ ] of this prospectus.

The IPO Customer Stock Ownership Plan

We are offering up to [—] shares of our common stock in an offering under our newly established IPO CSOP, which is primarily designed for our members and other individual investors, and uses the proprietary web and social media platform of LOYAL3 Labs and brokerage and other services of LOYAL3 Securities. We reserve the right to terminate the IPO CSOP at any time in our absolute discretion.

Concurrently with the IPO CSOP made hereby, we are offering [—] shares of our common stock pursuant to a separate prospectus. The closing of the IPO CSOP will only occur if and when the closing of the firm-commitment underwritten offering takes place, and the shares purchased in the IPO CSOP will be priced at the same per-share offering price as the shares purchased in the firm-commitment underwritten offering, the final IPO price or initial public offering price. Neither the IPO CSOP nor the underwritten offering is conditioned on a minimum number of shares of common stock being purchased in the IPO CSOP.

No underwriting commissions or discounts will be paid by us to LOYAL3 with respect to the IPO CSOP, nor are any overallotment shares being provided to LOYAL3. We have agreed to pay LOYAL3 Securities a fee of 4% of gross proceeds in the IPO CSOP in consideration of the use of its platform and various services to facilitate participant transactions through the platform without charging commissions or other fees to participants on those transactions. The additional expenses of the IPO CSOP consist of expenses such as legal and accounting. We intend to use the net proceeds from the IPO CSOP for working capital and other general corporate purposes. See “Use of Proceeds.”

Enrollment and Purchase Process

Investors can purchase shares online in the IPO CSOP through our website (http://www.prodivnet.com) or our own Facebook page (http://www./facebook/pages/professionaldiversitynetwork/ipocsop) using a patent-pending platform and proprietary algorithms developed and administered by LOYAL3 Securities. To participate in the IPO CSOP, you are required to agree to receive fully electronic communications relating to the IPO CSOP and the shares acquired by you in the IPO CSOP and held with LOYAL3 Securities after the consummation of the IPO (see “– Fully Electronic”).

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No Fees to Buy or Sell Shares. Investors will be charged no commissions or other fees to purchase or sell the shares through the IPO CSOP.

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Eligibility and Enrollment. The IPO CSOP is currently only available to individuals who are U.S. residents, and you may only enroll if you are of the age of majority for the state in which you reside. As part of the enrollment process, you will need to have a brokerage account with LOYAL3 Securities, and you may open a LOYAL3 account through a simple online process on the Web or Facebook. Participation in the IPO CSOP is subject to a proprietary financial risk algorithm developed by LOYAL3 and identity verification screening to determine if you qualify for this investment. The criteria used by the algorithm to make a financial risk assessment as a participant relate to your ability to acknowledge and bear the risk of this investment, including the possible loss of your entire investment, based on the information you provide. LOYAL3’s financial risk assessment algorithm will factor in considerations such as your annual income, bank balances and net worth as they relate to your desired investment amount, and LOYAL3 will also electronically screen for anti-money laundering and “know your customer” criteria mandated with the opening of any brokerage account. Since we are accepting only a limited number of participants on a first-come, first-serve basis, you may not be able to participate on that basis as well. Also, to qualify for the IPO CSOP, you must have a LOYAL3 account and agree to comply with its terms and conditions, including, but not limited to, having a LOYAL3 account minimum balance (“account minimum balance”) of $350.00. We or LOYAL3 Securities may decide that you are not eligible for other reasons at our or their discretion. You will be

notified if you fail to fulfill the qualification criteria for the offering (but not the basis for that determination) either immediately online during the enrollment process or by email within approximately four working days thereafter.

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Limited IPO CSOP Shares – Offered on a First-Come, First-Serve Basis. Through the IPO CSOP, we are offering [—] shares of our common stock. The number of participants in the IPO CSOP is limited to [—] individuals (“maximum number of participants”). Investors will be enrolled on a first-come, first-serve basis and we will stop accepting conditional purchase offers once the maximum number of participants has been reached, or four days before the anticipated date for the setting of the final IPO price, whichever occurs first. We reserve the right to extend the enrollment expiration date at our sole discretion. We will post a notice on the IPO CSOP landing page once we stop accepting reservations. Once the IPO CSOP and the underwritten offering have closed, we will allocate the IPO CSOP shares among all participants using the proprietary allocation algorithm developed by LOYAL3. All IPO CSOP participants are allocated at least $200 worth of shares. After the initial allocation, the algorithm then allocates in increments of $10 per each participant who has a reservation over $200 until it reaches $400, and then it continues to allocate in increments of $10.00 to all of those with reservations of $800 (the final increment may be less than $10.00).

Step One – Enroll and Open Your LOYAL3 Account

If you would like to participate in the IPO CSOP, you are required to open a LOYAL3 account, unless you have already opened a LOYAL3 account in connection with another CSOP offering. Your account must have an account minimum balance of $350.00 (the “account minimum balance”) to participate in any IPO CSOP (or a CSOP offered in connection with a follow-on underwritten public offering by an issuer that has already conducted an initial public offering (a “Follow-On CSOP”)). In the enrollment process, you will provide information about your checking account and will authorize LOYAL3 Securities to draw electronically from your checking account an amount required to bring your LOYAL3 account to the account minimum balance. Once the final IPO price is determined and you receive your allocation, LOYAL3 Securities will immediately debit your LOYAL3 account for the amount of your allocation, and if your allocation exceeds the balance in your LOYAL3 account, LOYAL3 Securities will then debit your checking account for the remaining balance of the purchase price so funds are received by LOYAL3 Securities to fully pay for your allocated shares on or before the settlement date for the transaction, that is, the set date that securities and funds are actually due and when they change ownership and the transaction is complete. Your LOYAL3 account may be used to participate in any IPO CSOP or other CSOP offering (whether relating to an initial public offering, a Follow-On CSOP, or other CSOP offering) made available from time to time on the LOYAL3 platform. No individual can invest in an IPO CSOP or Follow-On CSOP without having a LOYAL3 account and without maintaining an account minimum balance in such account. No interest will be paid on the LOYAL3 account cash balance.

For purposes of illustration, if you opened a LOYAL3 account and established the $350 account minimum balance, and subsequently bought $200 of shares in the IPO CSOP, two hours after the final IPO price has been set (and the IPO CSOP has become effective and you have been allocated the $200 in IPO CSOP shares), the $200 would be debited from your LOYAL3 account to pay for the IPO CSOP shares. Your LOYAL3 account balance would be reduced to $150, which would be below the account minimum balance. To purchase shares in a future IPO CSOP or Follow-On CSOP offering, you would need to increase your LOYAL3 account balance by at least $200 to $350. However, you could choose to use a portion or all of the $150 account balance to purchase shares from a CSOP offering other than an IPO CSOP or Follow-On CSOP without increasing your account balance, or you could request for the funds to be transferred to your checking account.

As another example, if you opened a LOYAL3 account and established the $350 account minimum balance and subsequently bought $400 of IPO CSOP shares, two hours after the final IPO price has been set (and the IPO

CSOP has become effective and you have been allocated the $400 in IPO CSOP shares), you will have authorized LOYAL3 Securities to automatically debit $350 from your LOYAL3 account for the amount of your allocation and also debit from your checking account another $50 to supplement the payment from your LOYAL3 account and thus pay for your IPO CSOP shares. The LOYAL3 account balance would then be reduced to $0, which would be below the account minimum balance. To purchase shares in a subsequent IPO CSOP or Follow-On CSOP, you would need to increase your account balance by at least $350.

No funds from the purchase of IPO CSOP shares will be released to us until after the share amounts (stated in dollar amounts) have been allocated to the LOYAL3 accounts of the IPO CSOP participants. You may add to your LOYAL3 account balance at any time by authorizing LOYAL3 Securities to draw from your checking account, and you may withdraw from your LOYAL3 account balance at any time by authorizing LOYAL3 Securities to return your account balances to your checking account. LOYAL3 Securities does not charge any fees for withdrawals of funds from your LOYAL3 account. If your LOYAL3 account withdrawal places your LOYAL3 account below the account minimum balance and you have an outstanding reservation to purchase shares in an IPO CSOP that has not yet closed, your reservation will be deemed withdrawn at the time that the balance of your LOYAL3 account moves below the account minimum balance. It takes approximately 3-5 business days from the date of your request to withdraw funds from your LOYAL3 account to be deposited into your checking account. Absent your request for withdrawal of funds, all unused account balances will remain in your LOYAL3 account.

Step Two – Reserve your Maximum Purchase Amount

You will select an investment amount of $200.00, $400.00, or $800.00 as the maximum dollar amount you would like to purchase (“your maximum amount”) in a conditional offer by you to purchase shares in the IPO CSOP; each participant will have a minimum purchase amount of $200. You may cancel your reservation at any time before it is accepted, but you may not increase or decrease your maximum amount. As explained in greater detail below, we will allocate shares among enrolled participants using a proprietary allocation algorithm developed by LOYAL3, and you may not receive your maximum amount, but will always receive at least shares having a value equal to the minimum purchase amount offered. Your purchase will always be in a dollar amount and the aggregate purchase price paid by you will not go up or down because of a change in the final IPO price, although the number of shares you will receive will vary based on the final IPO price. You may reserve shares in the IPO CSOP, which will be open until [—], 2012, and is four business days before the anticipated date for the setting of the final IPO price (or a later date as is determined by us in our discretion), or at any earlier point when the maximum number of participants is reached or otherwise at our discretion.

Step Three – Final IPO Pricing and Your IPO CSOP Investment Decision

Approximately two business days before the determination of the final IPO price (that determination, the “final IPO pricing”) you will receive an alert or “heads up” email with a link to a page with a countdown clock (the “countdown page”) for the anticipated timing of the final IPO pricing. If there is a material change to this prospectus, the link to any new filings by us in connection with the IPO CSOP will reside on the countdown page and we, in our discretion, may require participants to reconfirm reservations. The timing for the final IPO pricing is subject to change, and it may change on multiple occasions. Accordingly, we recommend that you bookmark the countdown page and check back often to note new filings by us in connection with the IPO CSOP and/or changes in the timing for the final IPO pricing. Once you have reconfirmed your reservation, you will be bound by that reservation and will not have the option to cancel your reservation later within the two-hour decision period.

When the countdown page clock first reaches zero, it means the final IPO pricing has occurred, and the countdown page will display a new time clock with the digits in red font showing the time left in a two-hour

decision period. If the final IPO price is within the price range set forth in this prospectus, you may cancel your reservation until the two-hour decision period expires, otherwise you will be deemed to have confirmed your reservation. If the final IPO price is outside the price range set forth in this prospectus, you must reconfirm your reservation within the two-hour decision period, otherwise you will be deemed to have withdrawn your reservation and you will not receive any allocation of shares in the IPO CSOP. Once you have reconfirmed your reservation, you will be bound by that reservation and will not have the option to cancel your reservation later within the two-hour decision period.

We are making our IPO CSOP stock available for a maximum of [—] participants, and when that number is reached, the IPO CSOP enrollment will be closed. Once enrollment is closed, allocations will not be re-opened even if enrolled participants withdraw from participation. Investors are enrolled by us on a first-come, first-serve basis (subject to a proprietary financial risk assessment algorithm developed by LOYAL3 and electronic screening for anti-money laundering and other eligibility criteria) until the maximum number of participants have submitted reservations. We limit the number of participants based on the value of shares we decide to allocate to the IPO CSOP delivered by the lowest purchase amount allowed. If some of the IPO CSOP participants cancel their conditional purchase offers, we will not re-open the enrollment process to accept additional participants.

If reservations are deemed confirmed or reconfirmed, as applicable, after the two-hour decision period expires, with maximum amounts in the aggregate representing a number of shares (valued on a per-share basis at the final IPO price) exceeding the [—] shares offered in the IPO CSOP, we will allocate the shares to the participants through a proprietary allocation algorithm developed by LOYAL3. The algorithm will include filling the first $200 of all participant orders, and then allocating shares in ten-dollar increments to all participants with maximum amounts that permit such an allocation until the algorithm has allocated all of the IPO CSOP shares (or run out of IPO CSOP participants with maximum amounts in excess of allocations received). You may be allocated shares representing an amount equal to your maximum amount or shares representing an amount less than your maximum amount, but will never be allocated shares representing an amount more than your maximum amount.

Because you will purchase a fixed-dollar amount of securities, you will typically receive an allocation that includes a fraction of a share and also not receive share amounts that correspond to a “round lot” (that is, amounts of shares generally in multiples of 100). For this reason, it would be difficult or costly to sell your IPO CSOP shares outside the CSOP platform. In addition, you will only be able to vote your whole shares.

Assuming you satisfy the account minimum balance, you will receive the full number of shares allocated to you even if the aggregate purchase price of those shares exceeds your current balance. Subsequent to the expiration of the two-hour decision period, and upon the allocation of IPO CSOP shares to you, LOYAL3 Securities will debit your LOYAL3 account in an amount equal to the value of your allocated shares (as measured on a per-share basis by the final IPO price). If the purchase price of the shares allocated to you exceeds your LOYAL3 account balance, by confirming your reservation (or permitting it to be confirmed as a result of not withdrawing it during the two-hour decision period) you will be deemed to have authorized LOYAL3 Securities to immediately debit your checking account for the remaining amount to fully pay for your allocated shares on or before the settlement date for the transaction. The amount of shares delivered to your LOYAL3 account at settlement will not exceed the amount for which you have fully paid. You will bear the entire risk that the funds arrive in your LOYAL3 account in time to receive your full share allocation.

Because all IPO CSOP purchases are by dollar amount, you will receive the exact dollar amount (determined in accordance with the final IPO price) of your allotted amount in IPO CSOP shares, which normally will include fractional shares. You will receive notice of the amount of your allocation and receive a confirmation of the purchase from LOYAL3 Securities prior to the opening of the stock market on the first day of trading of our common stock. The shares will be in your LOYAL3 account and may be sold the first day of trading of our

common stock in the batch order for that day, if you place your sale order by 2:00 p.m. Eastern Time (“ET”) that day. For more information concerning the sale of IPO CSOP shares, see “Records and Transactions through LOYAL3 – Sale of Shares” below. You will be the legal and beneficial owner of the shares held in your LOYAL3 account, and these shares will be registered in the name of LOYAL3 Securities or its designees consistent with customary arrangements by which securities are maintained in a single registered “street name.” LOYAL3 Securities will act as agent to the participants to facilitate transactions in IPO CSOP shares on the LOYAL3 platform and to maintain LOYAL3 accounts on their behalf.

Fully Electronic

Consent to Fully Electronic Communications and Reports to IPO CSOP Participants

By becoming an IPO CSOP participant, you agree to receive all communications from us and LOYAL3 relating to the IPO CSOP and the IPO CSOP shares acquired by you electronically, either via email or email notification to access online information (except when required to provide the option for non-electronic communication or documentation by law or regulation at your request). Electronic communications will include, among others, confirmations of transactions, LOYAL3 account statements, annual reports, proxy materials and shareholder communications, notices of modifications of LOYAL3’s privacy policies, as well as other basic communications, including information about your LOYAL3 account. Depending on the nature of the communication, you will be emailed directly at the email address you provide or notified by email of the availability of such communications on a password-protected site for your LOYAL3 account. This also includes information posted, as described in this IPO CSOP prospectus, on the countdown clocks that will not be subject to alerts by email. Your consent to receive all communications from us and LOYAL3 Securities relating to the IPO CSOP and the IPO CSOP shares acquired by you electronically is required for so long as your IPO CSOP shares are held through a LOYAL3 account. If, at any time after opening your LOYAL3 account, you wish to receive communications by non-electronic means, you must transfer your IPO CSOP shares from your LOYAL3 account to another financial institution for which non-electronic communications are an available option. See “– Records and Transactions through LOYAL3 – Transfer of Shares.”

All offering materials relating to the IPO CSOP will be available on our webpage or Facebook page hosting the LOYAL3 platform. We will notify you by email at the email address you provide us of important developments, including the anticipated date of the final IPO pricing (the “heads up” email discussed above) and the number of shares allocated to your LOYAL3 account.

Failure to advise us of a change in your email address will prevent us from sending you these offering-related notifications as well as notification of the availability of other communications.

You will also electronically receive U.S. tax reporting documents (such as a 1099-B reflecting proceeds in the case of a sale of shares), unless you affirmatively opt to receive them in paper form by writing to LOYAL3 Support Services, P.O. Box 26027, San Francisco, CA 94126 or using the email function when logged into your LOYAL3 account (include your name, address, daytime phone number, and the email address you are using for the IPO CSOP on the correspondence).

Records & Transactions through LOYAL3

Electronic Book-Entry of Shares

For your convenience, shares purchased in the IPO CSOP will be maintained by LOYAL3 Securities, in your name, in book-entry form. LOYAL3 Securities does not provide a mechanism for physical share certificates to be issued in your name, but you may transfer your IPO CSOP shares to another U.S. financial institution and request that the financial institution have the shares registered in your name and reflected on physical share certificates issued to you.

Fractional Shares

Because all share purchases in an IPO CSOP are by dollar amount, you will receive the exact dollar amount of your allotted amount of shares, which normally will include fractional shares. Depending on the size of your IPO CSOP share purchase, the fractional shares could represent a significant percentage of your position. Any shares, including fractional shares, are recorded in book-entry form by LOYAL3 Securities in your name. You can only vote whole shares and not fractional shares beyond any whole-share holdings, so your voting rights will not be fully commensurate with your investment in our company. (For example, if you own 8.712965 shares, you will only be able to vote the 8 shares.) You may sell fractional shares as part of an overall order to sell all your shares. For more detailed information concerning sale of shares, see “Sale of Shares” below. If you decide to transfer your IPO CSOP shares from your LOYAL3 account to another financial institution, it is likely that you will only be able to transfer your whole shares and will receive cash in lieu of your fractional shares, which you will transfer to your checking account. See “Transfers of Shares” below.

Sale of Shares

Once IPO CSOP shares have been allotted to your LOYAL3 account on the closing of the firm-commitment underwritten offering and the IPO CSOP, you may sell, with no transaction fees, all your IPO CSOP shares (including any fractional shares) or a specific whole-share portion of your shares through a batch or combined order process administered by LOYAL3 Securities. The batched or combined order process is the only way you can sell your IPO CSOP shares through the LOYAL3 platform under which you pay no commissions or other fees for transactions. You may sell your shares by entering sale instructions online via the platform. If you place a sell order for all of your shares or any of your whole shares by 2:00 p.m. ET, starting with the first day of trading of our common stock, your sale order will be sent to a third-party brokerage firm designated by LOYAL3 and will be executed that trading day after 2:00. Any order placed after 2:00 p.m. ET will be batched with the next trading day’s sale order (for any trading day when the market closes early, the cut-off time will be 2:00 p.m. ET the next full trading day). Your price will be the market price of the sale obtained by the broker (based on the volume-weighted average price of all participants within the same batched or combined order). LOYAL3 Securities may, but will not be required to, arrange more than one batched or combined order per trading day.

Sale orders for IPO CSOP shares placed after 2:00 p.m. ET will be placed after 2:00 p.m. ET in the trading day after the date the sale order is entered. Because your shares will be sold on a batched basis with all other sale orders for that day, there may be a significant delay before your order is executed and it is likely that you will not receive the exact market price prevailing at the time you place your order. During that period, the market price of the shares may change rapidly and may exceed or fall below the final IPO price by a significant amount.

To sell your shares, you must have a current checking account entered into your LOYAL3 account profile. You may keep the sale proceeds in your LOYAL3 account or request that the proceeds (net of any amounts owing to LOYAL3 Securities) be sent electronically to your checking account. In the latter case, the proceeds of the sale will typically be distributed on the day the sale transaction is settled. Your bank will credit the proceeds based on its standard processing time, but, in general, LOYAL3 estimates the average time for funds to reach your checking account may take 3-5 business days. Please note that the timing of any sale order processing may be affected by market events such as trade halts, whether initiated by us or due to external causes.

Transfers of Shares

If you decide to transfer your IPO CSOP shares from your LOYAL3 account to another U.S. financial institution, you must provide appropriate instructions to LOYAL3 Securities. It is likely that you will only be able to transfer your whole shares and will receive cash in lieu of your fractional shares (that you will transfer to your checking account).

Additional Information about IPO CSOP Shares

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Voting. As an IPO CSOP participant, you will enjoy all of the voting rights and privileges associated with ownership of your whole shares. You will not be able to vote your fractional shares, so your voting rights will not be fully commensurate with your investment in our company (for example, if you own 8.712965 shares, you will only be able to vote the 8 shares). You will receive all shareholder communications relating to your shares electronically, including proxy material and annual reports. Your shares will not be voted in any way unless expressly authorized by you.

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Dividends. If we declare a cash dividend payable on your shares, the dividend will be paid into your LOYAL3 account and then automatically reinvested by a batched purchase of shares of our common stock on the date the dividend is paid (unless the market is closed).

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Handling of Stock Splits and Other Distributions/Anti-Dilution. The number of shares held by you in your LOYAL3 account as well as any calculations based on the number of such shares will reflect any increase or decrease in the number of our issued and outstanding shares resulting from a subdivision or consolidation of our shares or similar capital adjustment, the payment by us of a stock dividend, or other increase or decrease in our shares, if effected without receipt of consideration by us.

Comparison of Share Purchases through an IPO CSOP with Share Purchases in the firm-commitment underwritten Offering/Open Market Transactions

The IPO CSOP offers many advantages and certain disadvantages compared to purchasing our shares in the firm-commitment underwritten offering or in open-market transactions. The following table summarizes the significant differences:


	IPO CSOP	Firm-Commitment Underwritten Offering/Open- Market Transactions
Fees and commissions paid by investors	No fees or commissions whatsoever.	Normal brokerage commissions will apply.

Number of shares	Allocation will include fractional shares and less than round lot, having aggregate value between $200 and $800.	Allocations will be in round lots of a multiple of 100 shares.

Pricing	Final IPO price.	Final IPO price.

Resale	Sales orders are batched for each trading day and executed in the open market as market orders; the batches are created for same day execution for all sale orders entered by 2:00 p.m. ET, starting with the day on which trading of our common stock commences. Trades placed after 2:00 p.m. ET will be executed in the batch trade executed after 2:00 p.m. ET during the next day the market is open. Limit orders are not accepted.	Resales normally made in round lots and sale orders usually executed on same day as order entered. Seller may place a limit or market order.

Voting	Full voting rights for whole shares and no right to vote fractional shares.	Full voting rights.

Shareholder communications	Fully electronic.	May elect to receive paper copies.

Physical share certificates	No physical share certificates, but participants wishing to receive such certificates may transfer their IPO CSOP shares to another financial institution.	May elect to receive physical share certificates.

Transferability of shares	Whole shares may be transferred, and you will receive cash from the sale of fractional shares. No fees to transfer shares.	Shares may be transferred, often subject to transfer fees.

Payment for shares	Electronic bank transfer.	By check as well as electronic bank transfer.

Cash dividends	Automatically reinvested in our common stock.	Paid in cash.

An IPO CSOP is designed for investors making relatively modest investments over a longer time horizon, rather than investors who desire to purchase and sell stock to take advantage of short-term changes in stock prices, where response time and the ability to quickly execute market orders are important; for the latter class of investors, participation in the IPO CSOP may not be appropriate.

The IPO CSOP uses a new web and social media method for issuer direct offerings based on the proprietary LOYAL3 platform. The IPO CSOP offers us and certain of our investors many advantages, and some potential disadvantages, including increased operational risk associated with a newer platform with novel features.

Investing through an underwriter in a new underwriter role in an IPO CSOP may offer you fewer protections than with a traditional underwriter.

LOYAL3 Securities will process the transactions through which participants acquire shares in the IPO. LOYAL3 Securities is new to the role of conducting an IPO CSOP and does not have experience performing roles traditionally performed by an underwriter in an IPO, including performing a due diligence investigation of us or the offering materials provided to prospective investors. In addition, LOYAL3 Securities does not engage in “firm commitment” underwritings, it is not as well capitalized as traditional underwriters in an IPO. Accordingly, if you invest in our company through the IPO CSOP, you may not be able to satisfy liabilities for violations of the securities laws in connection with the IPO CSOP to the same extent you might if you invested through a firm commitment underwritten offering.

The batch sale process generally results in delays in executing sale orders that increase your exposure to share price declines and can cause you to miss out on more favorable prices in the market.

You are free to sell your shares acquired through the IPO CSOP, but the sales will be effected on a daily batched or combined basis – meaning that your order will be batched or combined with orders from other participants received before the 2:00 p.m. ET cut-off on a day when the market is open (when the sale order becomes irrevocable) as a batched or combined order for that day (unless the market closes early). The sale price you receive will be the price obtained in the executed batched or combined sale (based on the volume-weighted average price of all participants within the same batched or combined order). That means that the price you will receive may differ, perhaps significantly, from the market price of the shares at the time that you place your order. Unlike a market order placed in an ordinary brokerage account, there may be a substantial delay between the time you enter your sale order and the time it is executed. During that period, the market price may increase or decrease by a significant amount. This volatility is often greater for shares recently offered in an initial public offering. A sale order entered after the 2:00 p.m. ET cut-off would not be executed until after 2:00 p.m. on the following trading day, during which time the market price for the shares may decrease (or increase) significantly and you may suffer a greater loss (or greater gain) on your investment. Unlike a market order placed in an ordinary brokerage account, if you place your order before the cut-off for a particular trading day, your order will receive the same sale price no matter when you actually placed your order (for example, whether you place your order after the cut-off on the preceding trading day or just before the cut-off on the day your order is executed).

Because your allocation will be stated as a fixed dollar amount, you normally should expect to receive a fraction of a share beyond the whole shares you receive as part of your share allocation. Because you can only vote whole

shares you own and not the fraction of a share you own between your whole shares and the next whole share amount, your voting rights will not be fully commensurate with your investment in our company.

Electronic-only delivery means that you will not be provided with paper communications and must rely on having access to the Internet.

By becoming an IPO CSOP participant, you agree to receive all communications from us and LOYAL3 Securities electronically, either via email, email notification to access online information, or as described below in “The IPO Customer Stock Ownership Plan – Fully Electronic” as posted on the countdown pages for the IPO CSOP (except when the company or LOYAL3 Securities is required to provide the option for non-electronic communication or documentation by law or regulation at your request). Electronic communications will include, among others, confirmations of transactions, account statements, annual reports, proxy materials and shareholder communications, notices of modifications of LOYAL3’s privacy policies as well as other basic communications, including information about your brokerage account with LOYAL3 Securities (“LOYAL3 account”). The only way to get paper copies of these communications is to print them from a computer. Regular and continuous Internet access is required to access all communications relating to the shares and your LOYAL3 account. You should not invest through the IPO CSOP if you do not have regular and continuous Internet access.

Should you revoke your consent to electronic delivery to receive paper copies of these communications, your revocation will constitute a request to liquidate your shares held in your LOYAL3 account on your behalf, unless you provide instructions for a transfer of your shares from LOYAL3 Securities to another U.S. financial institution that makes those communications available through non-electronic means. Any such revocation will be deemed effective as of the date of the liquidation or transfer and will not affect any such communications previously delivered by LOYAL3 Securities, or pertaining to transactions or matters occurring prior to the transfer. It is likely that you will only be able to transfer your whole shares and will have to receive cash in lieu of your fractional shares. See “The IPO Customer Stock Ownership Plan – Records and Transactions through LOYAL3 – Transfers of Shares.” There can be no assurance that you will be able to effect the transfer requested communication in paper form in a timely manner.

You are legally bound by your conditional purchase orders even in some instances where you have not actually confirmed them.

You will need to reconfirm your conditional purchase offer (“reservation” or “conditional purchase offer”) that you have placed only if the final IPO price is outside the price range set forth in this prospectus. However, if the final IPO price is within the price range, you will be legally bound to purchase the shares represented by your allocation once they have been allocated to you unless you cancel your reservation before the end of the two-hour decision period (the “two-hour decision period”). At the end of the two-hour decision period, you will be deemed to have confirmed your reservation. For these reasons, you will need to check the LOYAL3 website and the countdown page and be available and have ready access to the Internet to submit a cancellation instruction before the two-hour decision period expires (regardless of the time of day or night) if you wish to cancel your reservation during the two-hour decision period. See “The IPO Customer Stock Ownership Plan – Enrollment and Purchase Process.”

Following the completion of the initial public offering, we intend to retain the net proceeds of the initial public offering and our future earnings, if any, to finance the further development and expansion of our business and do not intend or expect to pay cash dividends in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, outstanding indebtedness and plans for expansion and restrictions imposed by lenders, if any. If we declare a cash dividend payable on your shares acquired in this offering, the dividend for IPO CSOP participants will be automatically reinvested by a purchase of shares on the date the dividend is paid (unless the market is closed) and in the same manner as other purchases are conducted.

The IPO CSOP is an offering by us and not part of the firm-commitment underwritten offering, which is offered under a separate prospectus. We are offering up to [—] shares of our common stock in the IPO CSOP. No underwriting commissions or discounts will be paid by us with respect to the IPO CSOP, nor are any overallotment shares being provided to LOYAL3 Securities or any its affiliates. We have agreed to pay LOYAL3 Securities a fee of 4% of gross proceeds in the IPO CSOP in consideration of the use of its platform and various services to facilitate participant transactions through the platform without charging commissions or other fees to participants on those transactions.

The IPO CSOP uses a new method for underwritten offerings based on the proprietary LOYAL3 platform. LOYAL3 Securities is new to the role of conducting an initial public offering. LOYAL3 Securities is not an underwriter with respect to the firm-commitment underwritten offering and is not making any recommendation or engaging in any solicitation activities in connection with the IPO CSOP or the firm-commitment underwritten offering, will not participate in the final IPO pricing, and will not receive commissions from us or purchase shares at a discount for distribution to participants or any other person. Nonetheless, although LOYAL3 Securities does not and will not engage in these activities, LOYAL3 Securities is a statutory underwriter as defined in the Securities Act, in connection with the our distribution of its shares through the IPO CSOP, and any fees we pass to LOYAL3 Securities in connection with the IPO CSOP may be deemed underwriting compensation under the Securities Act and the rules of the Financial Industry Regulatory Authority relating to underwriters’ compensation. No other broker-dealer is an underwriter with respect to the IPO CSOP. We have agreed to indemnify LOYAL3 Securities and its affiliates against certain liabilities, including liabilities arising under the Securities Act.

The following table shows the per-share and total public offering price assuming the sale of all [—] shares reserved for the IPO CSOP, the total IPO CSOP fees we will pay assuming the maximum number of participants enroll in the IPO CSOP, and the per-share and total proceeds before expenses to us.

The estimated offering expenses payable by us in connection with the IPO CSOP, exclusive of the IPO CSOP fees, are approximately $[—].

LOYAL3 Securities will not engage in any stabilization activities with respect to the IPO CSOP shares.

The agreement with LOYAL3 provides for indemnification between us and LOYAL3 against specified liabilities, including liabilities under the Securities Act, and for contribution by us and LOYAL3 to payments that may be required to be made with respect to those liabilities. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities under the Securities Act is against public policy as expressed in the Securities Act, and is therefore, unenforceable.

Aegis Capital Corp. (“Aegis” or “Underwriter”) is acting as the underwriter of the firm-commitment underwritten offering. Under the terms and subject to the conditions contained in an underwriting agreement

between us and the Underwriter, the Underwriter has agreed to purchase, and we have agreed to sell to the Underwriter, the shares of common stock offered by the prospectus for the firm-commitment underwritten offering set forth below:

The following table shows the per share and total underwriting discounts and commissions that we are to pay to the Underwriter in connection with the firm-commitment underwritten offering. These amounts are shown assuming both no exercise and full exercise of the over-allotment option, in each case assuming no shares of our common stock are purchased in a directed share offering under our newly established IPO Customer Stock Ownership Plan.

In addition, we estimate that the expenses of the firm-commitment underwritten offering, other than underwriting discounts and commissions payable by us, will be approximately $ million.

We have granted to the Underwriter an option, exercisable for 45 days from the date of the prospectus for the firm-commitment underwritten offering, to purchase up to an aggregate of additional shares of common stock (15% of the shares offered by that prospectus) at the public offering price, less underwriting discounts and commissions. The Underwriter may exercise this option, in whole or in part, solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by the prospectus for the firm-commitment underwritten offering. If the over-allotment option is exercised in full, the total price to the public would be $ , the total underwriter discounts and commissions would be $ and the total proceeds to us would be $ .

We have agreed with the Underwriter that we will not, for a period of one hundred eighty (180) days from the effective date of the registration statement of which this prospectus is a part, (i) offer, pledge, sell, contract to

sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock; (ii) file or caused to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of capital stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock or such other securities, in cash or otherwise, other than the shares to be sold hereunder, and shares issuable upon the exercise or conversion of outstanding securities, securities issued under any company stock or equity compensation plans. If the company issues an earnings release or material news during the last 17 days of such lock-up period or, prior to the expiration of such lock up period, the company announces that it will release earnings results during the 16-day period beginning on the last day of such lock up period, the lock up restrictions will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension.

Our directors, officers and each of our shareholders have entered into lock up agreements with the Underwriter prior to the commencement of the initial public offering pursuant to which each of these persons or entities, for a period of one hundred eighty (180) days after the date of this prospectus, may not, without the prior written consent of the Underwriter, (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock. Additionally, all other holders of our outstanding common stock or options to purchase common stock are subject to agreements with us imposing similar restrictions on sales or agreements to sell such common stock or options during the one hundred eighty (180) days after the date of this prospectus.

In determining the public offering price, we and the Underwriter expect to consider a number of factors including:

In connection with the firm-commitment underwritten offering, the Underwriter or certain of the securities dealers may distribute prospectuses electronically. No forms of prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will be used in connection with this offering.

The Underwriter has informed us that it does not expect to confirm sales of shares offered by the prospectus in the firm-commitment offering to accounts over which it exercises discretionary authority without obtaining the specific approval of the account holder.

We have also agreed to issue to the Underwriter a common stock purchase warrant to purchase a number of shares of our common stock equal to an aggregate of five (5%) percent of the shares sold in the firm-commitment underwritten offering (excluding the over-allotment option). The warrant will have an exercise price equal to 125% of the offering price of the shares sold in this offering. The warrants are exercisable commencing one year (1) year after the effective date of this offering, and will be exercisable, in whole or in part, for three (3) years thereafter. The warrant also provides for one demand registration right and unlimited “piggyback” registration rights at our expense with respect to the underlying shares of common stock during the three (3) year period commencing one (1) year after the effective date of this offering. Pursuant to the rules of FINRA (formerly the NASD), and in particular Rule 5110, the warrant (and underlying shares) issued to the Underwriter may not be sold, transferred, assigned, pledged, or hypothecated, or the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective disposition of the securities by any person for a period of 180 days immediately following the effective date of this offering; provided, however, that the warrant (and underlying shares) may be transferred to officers or partners of the Underwriter and members of the underwriting syndicate as long as the warrants (and underlying shares) remain subject to the lockup.

In addition, pursuant the underwriting agreement with the Underwriter, we have also agreed to pay the underwriter accountable expenses relating to the offering of up to 1.5% of the gross proceeds of the firm-commitment underwritten offering with respect to the sale of the firm shares, including (a) all fees, expenses and disbursements relating to background checks of our officers and directors in an amount not to exceed $5,000 per individual; (b) up to $16,000 for costs associated with the underwriter’s use of i-Deal; (c) up to $10,000 of accountable “road show” expenses; and (d) an advance of $50,000.

Indemnification of the Underwriter in the Firm-Commitment Underwritten Offering

The underwriting agreement with the Underwriter provides for indemnification between us and the Underwriter against specified liabilities, including liabilities under the Securities Act, and for contribution by us and the Underwriter to payments that may be required to be made with respect to those liabilities. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities under the Securities Act is against public policy as expressed in the Securities Act, and is therefore, unenforceable.

In order to facilitate the firm-commitment underwritten offering of common stock, the Underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the Underwriter may sell more shares than it is obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the Underwriter under the over-allotment option. The Underwriter can close out a covered short sale by exercising the over-allotment option or by purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the Underwriter will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The Underwriter may also sell shares in excess of the over-allotment option, creating a naked short position. The Underwriter must close out any naked

short position by purchasing shares in the open market. A naked short position is more likely to be created if the Underwriter is concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the firm-commitment underwritten offering. In addition, to stabilize the price of the common stock, the Underwriter may bid for and purchase shares of common stock in the open market. Finally, the Underwriter may reclaim selling concessions allowed for distributing the common stock in the firm-commitment underwritten offering if the syndicate repurchases previously distributed common stock to cover syndicate short positions or to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The Underwriter is not required to engage in these activities and may end any of these activities at any time.

The validity of the shares of common stock offered hereby and certain other legal matters will be passed upon for us by by SNR Denton US LLP, Chicago, Illinois.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions and an accountable expense allowance of up to 1.5% of the gross proceeds from the sale of the firm shares, payable by us in connection with the sale of common stock being registered. All amounts shown are estimates, except the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and the Nasdaq Capital Market listing fee.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.

Our amended and restated certificate of incorporation and amended and restated bylaws that we intend to adopt prior to the consummation of this offering limit the liability of our directors to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. Our proposed bylaws provide that we will indemnify our directors and officers, and may indemnify other employees and agents, to the fullest extent permitted by law.

The underwriting agreement (Exhibit 1.1 hereto) provides for indemnification by the underwriter of us [and our executive officers and directors] in connection with matters specifically provided in writing by the underwriter for inclusion in the registration statement, and by us of the underwriter for certain liabilities, including liabilities arising under the Securities Act.

Section 145(g) of the Delaware General Corporation Law permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation arising out of his or her actions in connection with their services to us, regardless of whether our proposed bylaws permit indemnification. Prior to the commencement of the offering, we intend to purchase and maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

All schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

All other schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities 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 Securities Act and is 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.

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 3 to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on this 31^th day of July, 2012.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock, $0.01 par value per share (firm commitment underwritten offering)	$17,500,000.00	$2,005.50(2)
Underwriter’s Warrants to Purchase Common Stock	$100.00	$0.01(2)
Common Stock underlying Underwriter’s Warrants	$937,500.00	$107.44(2)
Common Stock, $0.01 par value per share (IPO CSOP)	$1,000,000	$114.60
Total	$19,437,600.00	$2,227.55(2)


	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to Professional Diversity Network (before expenses)	$	$


Assumed initial public offering price per share		$
Historical net tangible book value per share as of March 31, 2012 on a pro forma basis giving effect to the completion of our reorganization. Pro forma increase in net tangible book value per share attributable to new investors purchasing shares in this offering	$
Pro forma as adjusted net tangible book value per share after this offering

Dilution per share to new investors in this offering		$


	Shares Purchased				Total Consideration				Weighted Average Price per Share
	Number	Percent			Amount	Percent			Weighted Average Price per Share
Existing stockholders				%	$			%	$
New investors

Total			100	%	$		100	%


Prospectus Summary			1
Risk Factors			14
Special Note Regarding Forward-Looking Statements			28
Use of Proceeds			29
Dividend Policy			29
Capitalization			30
Dilution			32
Management’s Discussion and Analysis of Financial Condition and Results of Operations			34
Business			46
Management			60
Director Compensation			65
Executive Compensation			65
Certain Relationships and Related Party Transactions			67
Principal Stockholders			69
Description of Capital Stock			70
Shares Eligible For Future Sale			73
Underwriting and Plan of Distribution			75
Legal Matters			81
Experts			81
Where You Can Find More Information			81


	Three Months Ended March 31,						March 31, 2011 to 2012 % change
	2012			2011			March 31, 2011 to 2012 % change
	(in thousands)
Net revenue:
Recruitment services	$	1,000		$	1,000			-
Consumer advertising and consumer marketing solutions		515			358			44.0

Total revenue		1,515			1,358			12.0

Operating expenses:
Cost of services		202			163			23.7
Sales and marketing		291			194			49.6
General and administrative		253			153			65.8
Depreciation and amortization		21			27			(23.4	)

Total operating expenses		767			537			42.7

Income from operations		748			821			(8.9	)

Other income (expense):
Interest and other income		3			4			(6.7	)
Interest expense		(45	)		(44	)		3.4

Other expense, net		(42	)		(40	)		4.3

Net income	$	706		$	781			(9.5	)%


	Three Months Ended March 31,
	2012		2011
Percentage of net revenue by product:
Recruitment revenue		66		74
Consumer advertising and consumer marketing solutions revenue		34		26


	Year Ended December 31,						December 31, 2010 to 2011 % change
	2011			2010			December 31, 2010 to 2011 % change
	(in thousands)
Net revenue:
Recruitment services	$	4,000		$	4,000			-
Consumer advertising and consumer marketing solutions		1,569			385			308

Total revenue		5,569			4,385			27.0

Operating expenses:
Cost of services		817			722			13.2
Sales and marketing		1,022			658			55.3
General and administrative		723			897			(19.4	)
Depreciation and amortization		109			88			23.9

Total operating expenses		2,671			2,365			12.9

Income from operations		2,898			2,020			43.5

Other income (expense):
Interest and other income		18			17			0.8
Interest expense		(170	)		(172	)		(0.7	)

Other expense, net		(152	)		(154	)		(0.9	)

Net income	$	2,746		$	1,865			47.0	%


	Three Months Ended March 31,				Year Ended December 31,
Liquidity and Capital Resources	2012		2011		2011		2010
	(in thousands)				(in thousands)
Cash and cash equivalents	$	2,112	$	1,045	$	2,254	$	913
Short-term investments		400		644		375		753
Working capital		3,398		2,576		3,829		2,714


	Three Months Ended March 31,						Year Ended December 31
Cash Flow Data	2012			2011			2011			2010
	(in thousands)						(in thousands)
Cash provided by (used in):
Operating activities	$	1,085		$	974		$	2,852		$	1,655
Investment activities		(19	)		76			262			29
Financing activities		(1,209	)		(963	)		(1,772	)		(1,914	)

Net increase (decrease) in cash and cash equivalents	$	(143	)	$	87		$	1,342		$	(230	)


	As at March 31 2012		As at December 31
	As at March 31 2012		2011		2010		2009
iHispano.com Members¹		1,139,189		1,116,790		667,499		234,572
AMightyRiver.com Members¹		615,798		606,844		339,915		80,283
Members in Our Other Networks¹		48,493		18,590		152		-

Total Members Across Our Networks¹		1,803,480		1,742,224		1,007,566		314,855


	Three Month Total 2012		Annual Total For the year ending December 31
	Three Month Total 2012		2011		2010		2009
Unique Visitors to iHispano.com		1,422,058		4,711,780		4,580,489		3,488,075
Unique Visitors to AMightyRiver.com		627,683		3,632,160		2,840,572		1,953,152
Unique Visitors to Our Other Networks		451,318		209,941		1,264		-

Total Unique Visitors Across Our Networks		2,501,059		8,553,881		7,422,325		5,441,227

Visits to iHispano.com¹		1,780,640		6,107,939		6,516,086		4,746,758
Visits to AMightyRiver.com¹		742,472		4,844,004		3,892,309		2,593,147
Visits to Our Other Networks¹		528,717		247,185		5,946		-

Total Visits Across Our Networks¹		3,051,829		11,199,128		10,414,341		7,339,905


Name	Age		Position
James Kirsch		51	Chief Executive Officer and prospective Chairman of the Board
Rudy Martinez		53	Executive Vice President, CEO of iHispano.com Division
Myrna Newman		55	Chief Financial Officer and Secretary
Chad Hoersten		35	Chief Technology Officer
Daniel Sullivan		42	Chief Revenue Officer - Consumer
Kevin McFall		48	Executive Vice President, head of AMightyRiver.com Division
Tandalea Mercer		34	Executive Vice President - Compliance
Daniel Marovitz (1)		39	Prospective Director
Stephen Pemberton (1)		44	Prospective Director
Barry Feierstein (1)		51	Prospective Director
Andrea Sáenz		39	Prospective Director


Name and Principal Position	Year		Salary ($)		All Other Compensation ($) (1)			Total ($)
James Kirsch,		2011	$	200,000	$	98,401	(2)(3)	$	298,401
Chairman and Chief Executive Officer		2010		200,000		342,198	(2)(3)		542,198

Rudy Martinez,		2011		200,000		17,511			217,511
Executive Vice President and CEO of iHispano.com division		2010		200,000		12,715			212,715


	December 31,						March 31,
	2011			2010			2012
							(unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	2,254,431		$	912,641		$	2,111,618
Restricted cash		-			45,288			-
Accounts receivable		1,604,470			1,126,469			1,445,484
Marketable securities, at fair value		375,156			752,515			400,401
Prepaid expense		-			5,882			-

Total Current Assets		4,234,057			2,842,795			3,957,503

Property and equipment, net		25,789			20,478			22,789
Security deposits		21,568			21,568			21,568
Deferred offering costs - initial public offering		26,900			-			294,673
Developed technology, net		146,146			151,667			147,525
Goodwill		635,671			635,671			635,671
Trade name		90,400			90,400			90,400

Total assets	$	5,180,531		$	3,762,579		$	5,170,129


LIABILITIES AND MEMBERS’ EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	254,674		$	128,393		$	483,653
Deferred revenue		150,000			-			75,000

Total current liabilities		404,674			128,393			558,653

Notes payable - net of original issue discount of $211,225, $277,484 and $194,024 as of December 31, 2011 and 2010 and March 31, 2012, respectively		1,491,488			1,513,036			1,488,525

Total liabilities		1,896,162			1,641,429			2,047,178

Commitments and contingencies

Members’ Equity
Members’ equity		3,315,014			2,122,654			3,127,762
Accumulated other comprehensive loss		(30,645	)		(1,504	)		(4,811	)

Total members’ equity		3,284,369			2,121,150			3,122,951


Total liabilities and members’ equity	$	5,180,531		$	3,762,579		$	5,170,129


	For the Years Ended December 31,						For the Three Months Ended March 31,
	2011			2010			2012			2011
Revenues
Recruitment services	$	4,000,000		$	4,000,000		$	1,000,000		$	1,000,000
Consumer advertising and consumer marketing solutions revenue		1,569,342			384,654			514,661			358,054

Total revenues		5,569,342			4,384,654			1,514,661			1,358,054

Costs and expenses:
Cost of services		817,254			722,003			202,052			163,276
Sales and marketing		1,021,839			657,811			290,712			194,342
General and administrative		723,093			897,221			253,350			152,760
Depreciation and amortization		108,592			88,030			20,711			27,045

Total costs and expenses		2,670,778			2,365,065			766,825			537,423


Income from operations		2,898,564			2,019,589			747,836			820,631


Other income (expense)
Interest expense		(170,452	)		(171,685	)		(45,037	)		(43,551	)
Interest and other income		17,540			17,403			3,282			3,519

Other expense, net		(152,912	)		(154,282	)		(41,755	)		(40,032	)


Net Income	$	2,745,652		$	1,865,307		$	706,081		$	780,599

Other comprehensive loss:
Net Income	$	2,745,652		$	1,865,307		$	706,081			780,599
Unrealized gains/(losses) on marketable securities		(40,128	)		(9,413	)		25,834			(1,612	)
Reclassification adjustments for losses on marketable securities included in net income		10,987			1,413			-			(573	)

Comprehensive income	$	2,716,511		$	1,857,307		$	731,915		$	778,414

Unaudited Pro Forma Income Tax Computation for Assumed Conversion to a Corporation:
Historical Net Income	$	2,745,652		$	1,865,307		$	706,081		$	780,599
Pro-forma Income Tax Provision		1,127,491			745,465			292,155			315,662

Pro forma Net Income	$	1,618,161		$	1,119,842		$	413,926		$	464,937

Unaudited Pro Forma Income Net Income per Common Share:
Basic and diluted
Shares used in computing pro forma net income per common share:
Basic and diluted


	Members’ Equity			Accumulated other comprehensive income (loss)			Total Members’ Equity
Balance at January 1, 2010	$	1,979,347		$	6,496		$	1,985,843

Reclassification adjustments for loss on marketable securities included in net income					1,413			1,413

Unrealized holding loss on marketable securities		-			(9,413	)		(9,413	)

Net income		1,865,307			-			1,865,307

Distributions to members		(1,722,000	)		-			(1,722,000	)


Balance at December 31, 2010		2,122,654			(1,504	)		2,121,150

Unrealized holding loss on marketable securities		-			(40,128	)		(40,128	)

Reclassification adjustments for loss on marketable securities included in net income					10,987			10,987

Net income		2,745,652			-			2,745,652

Distributions to members		(1,553,292	)		-			(1,553,292	)


Balance at December 31, 2011		3,315,014			(30,645	)		3,284,369

Unrealized holding gain on marketable securities					25,834			25,834

Net income		706,081						706,081

Distributions to members		(893,333	)					(893,333	)


Balance at March 31, 2012	$	3,127,762		$	(4,811	)	$	3,122,951


	For the Years Ended December 31,						For the Three Months Ended March 31, (unaudited)
	2011			2010			2012			2011
Cash flows from operating activities:
Net Income	$	2,745,652		$	1,865,307		$	706,081		$	780,599

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		108,592			88,030			20,710			27,045
Realized loss (gain) on sale of investments, net		32,588			(308	)					5,593
Amortization of discount/premium on investments		(9,525	)		22,053			588			541
Interest earned on restricted cash		-			(680	)
Interest added to notes payable		104,193			109,310			27,837			20,034
Accretion added to notes payable		66,259			62,376			17,200			23,516
Changes in operating assets and liabilities:
Accounts receivable		(478,001	)		(459,803	)		158,986			138,950
Accounts payable and accrued expenses		126,281			(30,411	)		228,980			(28,244	)
Prepaid expenses		5,882			(271	)		-			5,882
Deferred Income		150,000			-			(75,000	)		-

Net cash provided by operating activities		2,851,921			1,655,603			1,085,382			973,916


Cash flows from investing activities:
Proceeds from sales of marketable securities		575,000			467,301						100,000
Purchases of marketable securities		(249,845	)		(328,981	)
Costs incurred to develop technology		(92,658	)		(100,277	)		(19,089	)		(23,021	)
Release of restricted cash		45,288			-			-			-
Purchases of property and equipment		(15,724	)		(9,389	)		-			(886	)

Net cash provided by investing activities		262,061			28,654			(19,089	)		76,093


Cash flows from financing activities:
Distributions to members		(1,553,292	)		(1,722,000	)		(893,333	)		(915,010	)
Repayments of notes payable		(192,000	)		(192,000	)		(48,000	)		(48,000	)
Deferred Initial public offering costs		(26,900	)		-			(267,773	)		-

Net cash used in financing activities		(1,772,192	)		(1,914,000	)		(1,209,106	)		(963,010	)


Net increase (decrease) in cash and cash equivalents		1,341,790			(229,743	)		(142,813	)		86,999

Cash and cash equivalents, beginning of year		912,641			1,142,384			2,254,431			912,641


Cash and cash equivalents, end of year	$	2,254,431		$	912,641		$	2,111,618		$	999,640


Supplemental disclosures of other cash flow information:
Cash paid for income taxes	$	-		$	-		$	-		$	-
Cash paid for interest	$	-		$	-		$	-		$	-


	March 31, 2012		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Marketable securities	$	400,401	$	246,125	$	154,276	$	-


	December 31, 2011		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Marketable securities	$	375,156	$	221,650	$	153,506	$	-


	December 31, 2010		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Marketable securities	$	752,515	$	-	$	752,515	$	-


	2012
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
March 31

Debt
Debt - U.S. corporate	$	10,282	$	613				$	10,895
State and municipal		145,084			$	(1,703	)		143,381
Equity
Exchange traded fund		249,846				(3,721	)		246,125

	$	405,212	$	613	($	5,424	)	$	400,401


	December 31				March 31, 2012
	2011		2010		March 31, 2012
Capitalized cost:
Balance, beginning of period	$	283,385	$	183,108	$	376,043
Additional capitalized cost		92,658		100,277		19,090

Balance, end of period	$	376,043	$	283,385	$	395,133

Accumulated amortization:
Balance, beginning of period	$	131,718	$	53,969	$	229,897
Provision for amortization		98,179		77,749		17,711

Balance, end of period	$	229,897	$	131,718		247,608

Net Capitalized Technology	$	146,146	$	151,667	$	147,525


	December 31,				March 31, 2012
	2011		2010		March 31, 2012
Computer hardware	$	58,122	$	43,284	$	58,122
Furniture and Fixtures		19,884		18,998		19,884

		78,006		62,282		78,006
Less Accumulated Depreciation		52,217		41,804		55,217

	$	25,789	$	20,478	$	22,789


Year ending December 31,
2012	$	46,438
2013		51,581
2014		43,633

Total	$	141,652


Prospectus Summary			A1
The IPO Customer Stock Ownership Plan			A5
Risk Factors			A13
Special Note Regarding Forward-Looking Statements			Ax
Use of Proceeds			Ax
Dividend Policy			A14
Capitalization			Ax
Dilution			Ax
Management’s Discussion and Analysis of Financial Condition and Result of Operations			Ax
Business			Ax
Management			Ax
Director Compensation			Ax
Executive Compensation			Ax
Certain Relationships and Related Party Transactions			Ax
Principal Stockholders			Ax
Description of Capital Stock			Ax
Shares Eligible For Future Sale			Ax
Plan of Distribution			A15
Legal Matters			A20
Experts			Ax
Where You Can Find More Information			Ax


	Per-Share	Total
Offering price	[—]	[—]
IPO CSOP fees*	[—]	[—]
Proceeds	[—]	[—]


	Amount
Securities and Exchange Commission registration fee	$	2,112.95
FINRA filing fee	$	2,344.00
NASDAQ Capital Market listing fee	$	5,000.00
Legal fees and expenses
Accounting fees and expenses
Printing expenses
Transfer agent and registrar fees and expenses
Miscellaneous

Total	$


Exhibit Number		Description of Exhibit
1.1*		Form of Underwriting Agreement.
1.2*		Technology and Services Agreement by and among the Company, Loyal3 Labs, Inc. and Loyal3 Securities, Inc.
3.1*		Form of Amended and Restated Certificate of Incorporation of the Registrant to be adopted.
3.2*		Form of Amended and Restated Bylaws of the Registrant to be adopted.
4.1*		Form of Common Stock Certificate.
5.1*		Form of Opinion of SNR Denton US LLP, counsel to the Registrant, with respect to the legality of securities being registered.
10.1*†		Agreement between Monster Worldwide Inc. and the Registrant.
10.2*†		First Amendment to the Alliance Agreement between Monster Worldwide Inc. and the Registrant, dated April 18, 2008
10.3*†		Second Amendment to the Alliance Agreement between Monster Worldwide Inc. and the Registrant, dated January 31, 2009
10.4*†		Third Amendment to the Alliance Agreement between Monster Worldwide Inc. and the Registrant, dated February 2010.
10.5*†		Fourth Amendment to the Alliance Agreement between Monster Worldwide Inc. and the Registrant, dated September 16, 2011.
10.6*		Marketing Media Services Agreement between Apollo Group and the Registrant, dated January 19, 2011.
10.7*		Form of Employment Agreement to be entered into between the company and James Kirsch
10.8*		Form of Employment Agreement to be entered into between the company and Rudy Martinez
10.9*		Form of Contribution and Reorganization Agreement
10.10*		Form of Debt Conversion Agreement
21		Subsidiaries of the Registrant - None.
23.1		Consent of Marcum LLP. (previously filed).
23.2*		Consent of SNR Denton US LLP (see Exhibit 5.1).
24.1		Powers of Attorney (previously filed).
99.1		Consent of Barry Feierstein (previously filed).
99.2		Consent of Stephen Pemberton (previously filed).
99.3		Consent of Daniel Marovitz (previously filed).
99.4		Consent of Andrea Saenz (previously filed).
99.5		Draft registration statement, dated April 16, 2012, confidentially submitted to the SEC. (previously filed).


Professional Diversity Network, LLC

/s/ James Kirsch
By:		James Kirsch
Chief Executive Officer


Signature	Title	Date

/s/ James Kirsch James Kirsch	Chief Executive Officer (principal executive officer)	July 31, 2012

/s/ Myrna Newman Myrna Newman	Chief Financial Officer and Secretary (principal financial and accounting officer)	July 31, 2012



/s/ * Daniel Ladurini	Manager	July 31, 2012

/s/ * Ferdinando Ladurini	Manager	July 31, 2012

/s/ * Rudy Martinez	Manager	July 31, 2012

Daniel Kirsch	Manager

*By: /s/ James Kirsch James Kirsch Attorney-in-fact