UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant þ
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Check the appropriate box:

o
Preliminary Proxy Statement
o
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þ
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

BigString Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

þ
No fee required
o
Fee Computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)
Title of each class of securities to which transaction applies:
 
(2)
Aggregate number of securities to which transaction applies:
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4)
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(5)
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o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
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(2)
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(3)
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(4)
Date Filed:
 


 
 
 
 

BIGSTRING CORPORATION
3 Harding Road, Suite E
Red Bank, New Jersey 07701
(732) 741-2840
 

 
May 2, 2008
 
Dear Stockholder:
 
You are cordially invited to attend the annual meeting of stockholders of BigString Corporation to be held at the law firm of Giordano, Halleran & Ciesla, P.C., located at 125 Half Mile Road, Suite 300, Red Bank, New Jersey, on Thursday, May 29, 2008 at 10:00 a.m., local time.
 
At the annual meeting, you will be asked to elect five (5) nominees for director and consider and act upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
 
It is important that your shares of BigString Corporation common stock are represented at the annual meeting, whether or not you attend the annual meeting in person and regardless of the number of shares you own.  To ensure that your shares of common stock are represented, we urge you to complete, sign, date and return your proxy card in the enclosed postage prepaid envelope.  If you attend the annual meeting, you may vote in person even if you have previously submitted a proxy.  Your prompt attention is greatly appreciated.
 
 
Very truly yours,
   
 
/s/ Adam M. Kotkin
   
 
Adam M. Kotkin
 
Secretary

 

 
 
 

BIGSTRING CORPORATION
3 Harding Road, Suite E
Red Bank, New Jersey 07701
(732) 741-2840
 
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 29, 2008
 
 
 
To the Stockholders of
 
BigString Corporation:
 
NOTICE IS HEREBY GIVEN, that the annual meeting of stockholders (the “Annual Meeting”) of BigString Corporation will be held at the law firm of Giordano, Halleran & Ciesla, P.C., located at 125 Half Mile Road, Suite 300, Red Bank, New Jersey, on Thursday, May 29, 2008 at 10:00 a.m., local time, for the following purposes:
 
 
1.
To elect five (5) nominees for director who will serve on BigString Corporation’s Board of Directors for the following year and until their successors have been elected and qualify; and
 
 
2.
To transact such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof.
 
Stockholders of record at the close of business on April 30, 2008 are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.
 
Whether or not you expect to attend the Annual Meeting, please complete, sign and date the enclosed proxy card and return it in the accompanying postage prepaid envelope.  You may revoke your proxy either by written notice to BigString Corporation, by submitting a proxy card dated as of a later date or in person at the Annual Meeting.  The Board of Directors of BigString Corporation recommends that you vote “ FOR ” each of the nominees for director.
 
 
By Order of the Board of Directors
   
 
/s/ Adam M. Kotkin
   
 
Adam M. Kotkin
 
Secretary
 
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS.  HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED TO SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT AT ONCE IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.  PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.

 

 
 
 

BIGSTRING CORPORATION
 
 
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
 
 
General Information
 
This Proxy Statement is being furnished to the holders of common stock, with a par value of $.0001 per share (“Common Stock”), of BigString Corporation (“BigString” or the “Company”) in connection with the solicitation of proxies by the Board of Directors of BigString (the “Board” or “Board of Directors”) for use at the annual meeting of stockholders of BigString to be held at 10:00 a.m. on Thursday, May 29, 2008 at the law firm of Giordano, Halleran & Ciesla, P.C., located at 125 Half Mile Road, Suite 300, Red Bank, New Jersey (the “Annual Meeting”).  The Board of Directors has fixed the close of business on April 30, 2008 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting.
 
This Proxy Statement and the enclosed proxy card are being mailed to stockholders on or about May 2, 2008.
 
At the Annual Meeting, stockholders of BigString will consider and vote on:
 
 
·
the election of five (5) nominees for director who will serve on BigString’s Board of Directors for the following year and until their successors have been elected and qualify; and
 
 
·
any other business as may properly come before the Annual Meeting.
 
Stockholders may revoke the authority granted by their execution of proxies at any time before the effective exercise of such proxies by filing written notice of such revocation with the secretary of the Annual Meeting.  Presence at the Annual Meeting does not, in and of itself, revoke the proxy.  Also, any grant of a proxy subsequent to an earlier grant of a proxy, revokes the earlier proxy.  All shares of Common Stock represented by executed and unrevoked proxies will be voted in accordance with the specifications therein.  Proxies submitted without specification will be voted “ FOR ”   the election of each of the nominees for director.  Neither the Board nor management of BigString is aware, to date, of any matter to be presented at the Annual Meeting other than the election of directors, but, if any other matter is properly presented, the persons named in the proxy will vote thereon according to their best judgment.
 
Proxies for use at the Annual Meeting are being solicited by the Board of Directors.  The cost for preparing, assembling and mailing the proxy materials is to be borne by BigString.  It is not anticipated that any compensation will be paid for soliciting proxies, and BigString does not intend to employ specially engaged personnel in the solicitation of proxies.  It is contemplated
 

 
 
 

that proxies will be solicited principally through the mail, but directors, officers and employees of BigString, without additional compensation, may solicit proxies personally or by telephone, telegraph, facsimile transmission or special letter.
 
Voting Securities
 
Each stockholder of record at the close of business on April 30, 2008 is entitled to one vote for each share of Common Stock then held by such stockholder.  As of that date, BigString had 51,052,681 shares of Common Stock issued and outstanding.  The presence, in person or by proxy, of at least a majority of the total number of outstanding shares of Common Stock entitled to be voted at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting.  Abstentions and broker non-votes will be counted as shares present and entitled to be voted at the Annual Meeting for the purpose of determining the existence of a quorum.
 
Directors will be elected by a plurality of the votes cast at the Annual Meeting whether in person or by proxy.  All votes will be tabulated by the inspector of election appointed at the Annual Meeting who will separately tabulate affirmative votes, negative votes, abstentions and broker non-votes.  Any proxy submitted and containing an abstention or broker non-vote will not be counted as a vote cast on any matter to which it relates.
 

 
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Principal Stockholders and Security Ownership of Management
 
The following table sets forth information as of April 30, 2008 with respect to the beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of BigString’s Common Stock by (1) each director and nominee for director of BigString, (2) the Named Executive Officers of BigString (as such term is defined in the section of this Proxy Statement captioned “Executive Officers – Executive Compensation”), (3) each person or group of persons known by BigString to be the beneficial owner of greater than 5% of BigString’s outstanding Common Stock, and (4) all directors and officers of BigString as a group:
 
   
Beneficial Ownership of
Common Stock
Name of Beneficial Owner – Directors, Officers and
5% Stockholders
 
No. of Shares (1)
 
Percent of
Class
                 
Darin M. Myman (2)(3)(4)(5)(6)                                                                                     
    9,000,000       17.63 %
                 
Robert S. DeMeulemeester (2)(3)(4)(7)(8)                                                                                     
    1,342,300       2.56 %
                 
Adam M. Kotkin (2)(3)(4)(9)(10)                                                                                     
    2,172,500       4.14 %
                 
Todd M. Ross (2)(3)(4)(11)(12)                                                                                     
    1,890,000       3.68 %
                 
Marc W. Dutton (2)(3)(4)(13)                                                                                     
    971,488       1.89 %
                 
Lee E. Rosenberg (2)(3)(14)                                                                                     
    1,190,000       2.32 %
                 
Alfred L. Pantaleone (15)(16)                                                                                     
    5,050,000       9.89 %
                 
Paul Tudor Jones, II (17)(18)(19)                                                                                     
    5,500,450       9.73 %
                 
Whalehaven Capital Fund Limited (20)                                                                                     
    5,052,723       9.15 %
                 
Alpha Capital Anstalt (21)                                                                                     
    4,479,167       8.11 %
                 
Nicholas Codispoti (22)                                                                                     
    4,348,000       8.52 %
                 
David L. Daniels (23)(24)                                                                                     
    3,500,000       6.86 %
                 
Deborah K. Daniels (23)(25)                                                                                     
    3,500,000       6.86 %
                 
Jo Myman (2)(26)                                                                                     
    9,000,000       17.63 %
                 
All Directors and Executive Officers as a Group
(6 persons) (6)(8)(10)(12)(13)(14)                                                                                 
    16,566,288       30.40 %

 

 
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(1)
In accordance with Rule 13d-3 of the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of BigString’s Common Stock if he or she has voting or investment power with respect to such security.  This includes shares (a) subject to options exercisable within sixty (60) days, and (b)(1) owned by a spouse, (2) owned by other immediate family members, or (3) held in trust or held in retirement accounts or funds for the benefit of the named individuals, over which shares the person named in the table may possess voting and/or investment power.
 
(2)
This executive officer and/or director, or spouse of an executive officer and/or director, maintains a mailing address at 3 Harding Road, Suite E, Red Bank, New Jersey 07701.
 
(3)
Such person currently serves as a director of BigString.
 
(4)
Such person is a nominee for director of BigString.
 
(5)
Mr. Myman serves as the President and Chief Executive Officer of BigString.
 
(6)
Includes 100,000 shares of Common Stock registered in the name of Mr. Myman’s wife, Jo Myman, and 900,000 shares of Common Stock held by Mr. Myman for the benefit of Mr. and Mrs. Myman’s children under the Uniform Transfers to Minors Act.  Mr. Myman disclaims any beneficial interest in the shares held by his wife and the shares held by him as custodian for his children.
 
(7)
Mr. DeMeulemeester serves as Executive Vice President, Chief Financial Officer and Treasurer of BigString.
 
(8)
Includes 1,300,000 shares of Common Stock subject to currently exercisable stock options.
 
(9)
Mr. Kotkin serves as Chief Operating Officer and Secretary of BigString.
 
(10)
Includes 1,450,000 shares of Common Stock subject to currently exercisable stock options.
 
(11)
Mr. Ross served as Chief Financial Officer and Treasurer of BigString from January 2005 until September 2006.
 
(12)
Includes 250,000 shares of Common Stock subject to a currently exercisable stock option(s).
 
(13)
Includes 300,000 shares of Common Stock subject to a currently exercisable stock option(s).
 
(14)
Includes 150,000 shares of Common Stock subject to a currently exercisable stock option(s).
 
(15)
Alfred Pantaleone maintains a mailing address at 25 Ely Road, Holmdel, New Jersey 07733.
 
(16)
Includes 1,200,000 shares of Common Stock held by Deborah Pantaleone, wife of Mr. Pantaleone, as custodian for the benefit of their children under the Uniform Transfers to Minor Act, as to which shares Mr. Pantaleone disclaims any beneficial interest.
 

 
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(17)
Paul Tudor Jones, II maintains a mailing address at c/o Tudor Investment Corporation, 1275 King Street, Greenwich, Connecticut 06831.
 
(18)
The shares of Common Stock reported herein as beneficially owned are owned directly by The Raptor Global Portfolio Ltd. and The Tudor BVI Global Portfolio L.P. Because Tudor Investment Corporation provides investment advisory services to The Raptor Global Portfolio Ltd. and The Tudor BVI Global Portfolio L.P., Tudor Investment Corporation may be deemed to beneficially own the shares of Common Stock owned by each such entity.  Tudor Investment Corporation expressly disclaims such beneficial ownership.  In addition, because Mr. Jones is the controlling shareholder of Tudor Investment Corporation, Mr. Jones may be deemed to beneficially own the shares of Common Stock deemed beneficially owned by Tudor Investment Corporation.  Mr. Jones expressly disclaims such beneficial ownership.
 
(19)
Includes the following shares which are held by The Raptor Global Portfolio Ltd. and The Tudor BVI Global Portfolio L.P.:  (i) 3,604,219 shares of Common Stock underlying a total of 320,343 shares of Series A Preferred Stock, and 800,858 shares of Common Stock subject to a currently exercisable warrant, held by The Raptor Global Portfolio Ltd.; and (ii) 896,231 shares of Common Stock underlying a total of 79,657 shares of Series A Preferred Stock, and 199,142 shares of Common Stock subject to a currently exercisable warrant, held by The Tudor BVI Global Portfolio L.P.
 
(20)
Includes 3,333,334 shares of common stock issuable upon the conversion of issued and outstanding convertible notes.  Also includes 833,333 shares of common stock issuable upon the exercise of issued and exercisable warrants.  Michael Finkelstein has voting and investment control over shares held by Whalehaven Capital Fund Limited.  Mr. Finkelstein disclaims beneficial ownership of such shares.  Whalehaven Capital Fund Limited maintains a mailing address at Whalehaven Capital Fund c/o FWS Capital Ltd., 3rd Fl., 14-Par-Laville Road, Hamilton, Bermuda HM08.
 
(21)
Includes 3,333,334 shares of common stock issuable upon the conversion of issued and outstanding convertible notes.  Also includes 833,333 shares of common stock issuable upon the exercise of issued and exercisable warrants.  Konrad Ackerman has voting and investment control over shares held by Alpha Capital Anstalt.  Mr. Ackerman disclaims beneficial ownership of such shares.  Alpha Capital Anstalt maintains a mailing address at Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein.
 
(22)
Includes 375,000 shares held in an individual retirement account for the benefit of Mr. C odispoti.  Also includes 3,973,000 shares held by the Codispoti Foundation, of which Mr. Codispoti is the President.  Mr. Codispoti disclaims beneficial ownership of the shares held by the Codispoti Foundation except to the extent of his ownership interest therein.  Mr. Codispoti maintains a mailing address at P.O. Box 79, Red Bank, New Jersey 07701.
 
(23)
Mr. Daniels is a former officer and director of BigString.  Mr. Daniels and his wife, Deborah Daniels, maintain a mailing address at 19007 U.S. Highway 64, Haskell, Oklahoma 74336.
 
(24)
Includes 1,500,000 shares of Common Stock registered in the name of Deborah K. Daniels, the wife of David L. Daniels, as to which shares he disclaims any beneficial interest.  Also
 

 
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includes 500,000 shares of Common Stock registered in the name of David L. Daniels and Deborah K. Daniels JT TEN.
 
(25)
Includes 1,500,000 shares of Common Stock registered in the name of David L. Daniels, the husband of Deborah K. Daniels, as to which shares she disclaims any beneficial interest.  Also includes 500,000 shares of Common Stock registered in the name of David L. Daniels and Deborah K. Daniels JT TEN.
 
(26)
Includes (i) 8,000,000 shares of Common Stock registered in the name of her husband, Darin M. Myman, and (ii) 900,000 shares of Common Stock held by Mr. Myman for the benefit of Mr. and Mrs. Myman’s children under the Uniform Transfers to Minors Act, as to which shares Mrs. Myman disclaims any beneficial ownership.
 

 

 
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ELECTION OF DIRECTORS
 
The By-laws of BigString provide that the number of directors shall not be less than one director nor more than twelve directors, and permit the exact number of directors to be determined from time to time by the Board.  At this time, the Board has fixed the number of directors at five.
 
Nomination Process
 
Effective March 23, 2006, BigString’s Board of Directors formed a Nominating and Corporate Governance Committee.  Although the Nominating and Corporate Governance Committee currently does not have a formal charter, the Board has established the following principal responsibilities of the Nominating and Corporate Governance Committee:  (1) the Nominating and Corporate Governance Committee shall recommend nominees for election as directors based upon certain performance criteria established by it and recommend a successor to a key senior management position when such position is vacant; and (2) the Nominating and Corporate Governance Committee shall develop a management succession policy that specifies key senior management positions and qualified potential replacements.  In addition, the Nominating and Corporate Governance Committee shall (a) regularly review issues and developments relating to corporate governance, (b) develop and recommend to the Board a set of corporate governance principles for BigString or, as appropriate, changes to existing corporate governance principles of BigString, (c) review the governance and operating practices of the Board and its committees, (d) review the performance and development of management in achieving corporate goals and objectives, and (e) evaluate BigString’s compliance with relevant laws and listing standards, if any.
 
In making its recommendations with respect to the Board nominees, the Nominating and Corporate Governance Committee is to consider, among other things, the qualifications of individual director candidates.  In evaluating the suitability of a nominee to the Board, the Nominating and Corporate Governance Committee is to take into account several different factors, including such nominee’s (1) general understanding of marketing, finance and other disciplines relevant to the success of a publicly traded company in today’s business environment, (2) understanding of BigString’s business and technology, (3) educational and professional background, and (4) personal accomplishments.  The Nominating and Corporate Governance Committee also will consider whether the nominee will qualify as an “independent director” as such terms is defined by the NASD and the Securities and Exchange Commission.  In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee is also to consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.
 
The Nominating and Corporate Governance Committee will also consider nominees for director suggested by stockholders of BigString applying the same criteria for nominees described above and considering the additional information required below.  Any stockholder nominee for director for the 2009 annual meeting of stockholders must be received by BigString at its principal executive offices no later than December 31, 2008, and must be accompanied by the following information:  (1) the name and contact information for the nominee; (2) a statement of the nominee’s business experience and educational background; (3) a detailed
 

 
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description describing any relationship between the nominee and the proposing stockholder; (4) a statement by the stockholder explaining why he, she or it believes that the nominee is qualified to serve on the Board and how his or her service would benefit BigString; and (5) a statement that the nominee is willing to be considered and serve as a director of BigString if nominated and elected.  The Board retains complete discretion for making nominations for election as a member of the Board.
 
The nominees for director named herein were unanimously selected by the Nominating and Corporate Governance Committee at a meeting held by the Nominating and Corporate Governance Committee for such purpose.
 
Nominees
 
It is intended that the proxies solicited by the Board will be voted “ FOR ” the five nominees listed below in the section captioned “Nominees for Director” (unless a stockholder otherwise directs).   If, for any reason, any of the nominees becomes unavailable for election to or service on the Board, the proxies solicited by the Board of Directors will be  voted  for such  substituted  nominee(s) as is (are) selected by the Board of Directors.  The Board has no reason to believe that any of the named nominees are not available or will not serve if elected.  Each nominee for director currently serves as a director of BigString.  Directors will be elected by a plurality of the votes cast at the Annual Meeting whether in person or by proxy.
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR.
 
Nominees for Director
 
Each nominee for director has been nominated to serve for a one year term to expire at the next annual meeting of stockholders of BigString.  The name, age, principal occupation or employment and biographical information of each person nominated to serve as a member of the Board of Directors of BigString is set forth below:
 
Name and Address
Age
Principal Occupation or Employment
     
Darin M. Myman
43
President and Chief Executive Officer of BigString
     
Robert S. DeMeulemeester
41
Executive Vice President, Chief Financial Officer and Treasurer of BigString
     
Adam M. Kotkin
28
Chief Operating Officer and Secretary of BigString
     
Todd M. Ross
35
President and Chief Executive Officer of TM Ross Insurance Brokerage, LLC
     
Marc W. Dutton
38
President – FJA-US Inc.
     
There are no family relationships among BigString’s directors, executive officers and nominees for director.  None of the directors of BigString is a director of any company registered
 

 
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pursuant to Section 12 of the Exchange Act, or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended.
 
Biographical Information
 
Darin M. Myman is a co-founder of BigString and has served as the President and Chief Executive Officer of BigString since its inception on October 8, 2003.  He also has served as a member of BigString’s Board of Directors since BigString’s inception.  From November 2001 until October 2003, Mr. Myman was a self-employed Internet marketing and business consultant and, from March 2001 until November 2001, he served as Executive Vice President of InsuranceGenie.com.  Prior to his employment by InsuranceGenie.com, Mr. Myman was a co-founder and Chief Executive Officer of LiveInsurance.com, the first online insurance brokerage agency, from March 1999 until December 2000.  Prior to co-founding LiveInsurance.com, he served as a Vice President of the online brokerage services unit of Westminster Securities Corporation from January 1995 until March 1999.
 
Robert S. DeMeulemeester has served as   Executive Vice President, Chief Financial Officer and Treasurer of BigString since September 2006.  He also has served as a member of BigString’s Board of Directors since May 30, 2007.  Prior to joining BigString, from January 1998 to January 2006, Mr. DeMeulemeester served as managing director and treasurer of Securities Industry Automation Corporation (“SIAC”), a New York based provider of automated information and communication systems that supports the NYSE Group, the American Stock Exchange and related affiliates.  Mr. DeMeulemeester also served as managing director, CFO and controller of Sector, Inc., a New York based provider of connectivity solutions, managed services and market data content for the financial services industry and a subsidiary of SIAC.  Prior to his employment with SIAC and Sector, Inc., Mr. DeMeulemeester  was employed at Honeywell International Inc., located in Teterboro, NJ, Pacific Bell, located in San Francisco, CA, and Accenture, located in New York, NY.  Mr. DeMeulemeester earned his MBA in 2003 at Columbia Business School, Columbia University and his BS, magna cum laude, at Lehigh University in 1989.
 
Adam M. Kotkin is a co-founder of BigString and has served as the Chief Operating Officer of BigString since its inception on October 8, 2003, and as Secretary since August 17, 2005.  He also has served as a member of BigString’s Board of Directors since June 29, 2005.  Prior to joining BigString, from June 2002 until December 2003, Mr. Kotkin was a paralegal in the law firm of Swidler, Berlin, Shereff & Friedman, LLP.  From April 2001 until August 2001, he served as a business manager for InsuranceGenie.com.  Prior thereto, Mr. Kotkin served as business developer and sales manager at LiveInsurance.com from March 1999 until December 2000.  Mr. Kotkin graduated with distinction from New York University with a BA in Economics.
 
Todd M. Ross has served as a member of BigString’s Board of Directors since June 29, 2005 and served as BigString’s Chief Financial Officer from January 2005 until September 2006.  Since September 2005, Mr. Ross has also served as President and CEO of TM Ross Insurance Brokerage, LLC and served as President and CEO of H.K. Ross Corp. from November 2002 to September 2005.  Prior to his formation of H.K. Ross Corp., Mr. Ross served as In-house
 

 
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Counsel and Chief Financial Officer for LiveInsurance.com from January 2000 to December, 2000.  From January 1998 until December 1999, Mr. Ross worked for the NIA Group, one of the largest privately held insurance brokerage firms in the United States.  Mr. Ross graduated from the University of Wisconsin-Madison with a BA in Political Science in May 1994 and earned his JD at Hofstra University School of Law in May 1997.  Mr. Ross anticipates receiving his MBA in Professional Accounting and Finance and a Masters in Taxation from Fordham University Graduate School of Business by the end of 2009.
 
Marc W. Dutton currently serves as the President of FJA-US and FJA-US, Australia (formerly known as Finansys), an industry leader in insurance technology solutions.  Mr. Dutton joined FJA-US in 1996 and prior to serving as President, he served as Managing Director, Vice President of Sales and other sales management positions.  He received a Bachelor of Science Degree from the University of Albany in May of 1991.  Mr. Dutton has served on the Board of Directors of BigString since June 29, 2005.
 
Meetings and Committees of the Board of Directors
 
The Board of Directors of BigString conducts business through meetings of the Board or by unanimous written consents of the Board.  Following the election of directors at the 2007 annual meeting of stockholders, the Board of Directors for 2007 consisted of:  Robert S. DeMeulemeester, Marc W. Dutton, Adam M. Kotkin, Darin M. Myman, Lee E. Rosenberg and Todd M. Ross.  Both Mr. Dutton and Mr. Rosenberg qualify as independent directors in accordance with NASDAQ’s definition of “independent director” and the rules and regulations of the Securities and Exchange Commission.  Mr. Ross would qualify as an independent director but for the fact that Mr. Ross served as Chief Financial Officer of BigString from January 2005 until September 2006.   During 2007, the Board did not hold any meetings, however, the Board acted by unanimous written consent on eight   (8)   occasions.  In addition, BigString encourages all of its directors to attend the annual meeting of stockholders.  Last year, all of the directors of BigString attended the annual meeting, with Mr. Rosenberg participating by teleconference.
 
Nominating and Corporate Governance Committee
 
The Nominating and Corporate Governance Committee of the Board is responsible for recommending nominees for election as directors based upon the performance criteria established by the Nominating and Corporate Governance Committee, and may recommend a successor to a key senior management position when such position is vacant.  In addition, the Nominating and Corporate Governance Committee anticipates developing a management succession policy that specifies key senior management positions and qualified potential replacements.
 
For the year ended December 31, 2007, the Nominating and Corporate Governance Committee consisted of directors Marc W. Dutton, Adam M. Kotkin and Darin M. Myman.  Mr. Myman served as the Chair of the Nominating and Corporate Governance Committee.  Mr. Dutton is the only director who served on the Nominating and Corporate Governance Committee  in fiscal 2007 who qualified as an independent director under NASDAQ’s definition of “independent director.”  In the event that the Board determines in the future to apply for listing of BigString’s Common Stock on a securities exchange, the Board will then review the
 

 
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composition of the Nominating and Corporate Governance Committee to ensure it meets the independence standards of any such securities exchange.  The Nominating and Corporate Governance Committee met in April 2008 in connection with the selection of nominees for election as director.  See “Nomination Process” above.
 
Compensation Committee
 
The Compensation Committee of the Board is responsible for determining whether BigString’s compensation and benefits packages are suitable and do not provide excessive benefits or result in material financial loss to BigString.  The Compensation Committee is also responsible for approving or recommending to the Board compensation packages and plans for senior management and directors.  These compensation packages include salaries, bonuses, vacations, termination benefits, profit-sharing plans, contributions to employee pension plans, stock option and stock purchase plans, indemnification agreements and employment/change of control contracts.  When reviewing proposed compensation packages, the Compensation Committee will consider:  (1) the combined value of all cash and noncash benefits provided to the individual or individuals; (2) the compensation history of the individual or individuals as compared to other individuals with comparable expertise at BigString; (3) the financial condition of BigString; (4) comparable compensation packages at similar institutions based upon such factors as asset size, geographic location and the services provided; (5) the projected total cost and benefit to BigString for post employment benefits; and (6) any connection between the individual and any fraudulent act or omission, breach of trust of fiduciary duty or insider abuse with regard to BigString.
 
For the year ended December 31, 2007, the Compensation Committee consisted of directors Marc W. Dutton, Darin M. Myman and Todd M. Ross.  Mr. Dutton served as the Chair of the Compensation Committee.  Mr. Dutton is the only director who served on the Compensation Committee in fiscal 2007 who qualified as an independent director under NASDAQ’s definition of “independent director.”  Under the NASDAQ rules, a director who at any time during the past three years was employed by the company is not considered independent.  Because Mr. Ross served as BigString’s Chief Financial Officer from January 2005 until September 2006, Mr. Ross does not currently qualify as independent under the NASDAQ rules.  In the event that the Board determines in the future to apply the listing of BigString’s Common Stock on a securities exchange, the Board will then review the composition of the Compensation Committee to ensure it meets the independence standards of any such securities exchange.  The Compensation Committee did not meet in 2007 but instead acted by unanimous written consent on one occasion.  All compensation related matters in 2007 were acted upon by the Board.
 
Audit Committee
 
The Audit Committee of the Board is responsible for developing and monitoring the audit of BigString.  The Audit Committee selects the outside auditor and meets with the Board to discuss the results of the annual audit and any related matters.  The Audit Committee also receives and reviews the reports and findings and any other information presented to members of the Audit Committee by the officers of BigString regarding financial reporting policies and practices.
 

 
11
 

For the year ended December 31, 2007, the Audit Committee consisted of directors Marc W. Dutton and Todd M. Ross.  Mr. Ross served as the Chair of the Audit Committee.  Mr. Dutton is the only director who served on the Audit Committee in fiscal 2007 who qualified as an independent director under NASDAQ’s definition of “independent director.”  In addition, the Board has determined that Mr. Ross qualifies as a financial expert under the rules of the Securities and Exchange Commission.  The Audit Committee selected the accounting firm of Wiener, Goodman & Company, P.C. to act as BigString’s independent public accounting firm for the year ended December 31, 2007 and audit the financial statements of BigString for such year.  The Audit Committee met twice during the year 2007, with all members attending such meeting.
 
Report of the Audit Committee of the Board of Directors
 
Notwithstanding anything to the contrary set forth in any of BigString’s previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, that might incorporate this Proxy Statement, in whole or in part, the following report shall not be deemed to be incorporated by reference into any such filing.
 
Audit Committee Charter
 
The Audit Committee assisted in the development of a Charter of the Audit Committee (the “Charter”) in consultation with BigString’s legal and accounting advisors.  The Board adopted the Charter on March 23, 2006.  A copy of the Charter was attached as Appendix A to the proxy statement used in connection with the 2006 annual meeting of stockholders of BigString and may be viewed at the Securities and Exchange Commission’s website, www.sec.gov .
 
Review of Audited Financial Statements for the year ended December 31, 2007
 
The Audit Committee has reviewed and discussed with BigString’s management the audited financial statements of BigString for the year ended December 31, 2007.  The Audit Committee has discussed with Wiener, Goodman & Company, P.C., BigString’s independent public accounting firm, those matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees).
 
The Audit Committee has also received the written disclosures and letter from Wiener, Goodman & Company, P.C. required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees), and the Audit Committee has discussed the independence of Wiener, Goodman & Company, P.C. with that firm.
 
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board that BigString’s audited financial statements for the year ended December 31, 2007 be included in its Annual Report on Form 10-KSB for the year ended December 31, 2007, and that such Form 10-KSB be filed with the Securities and Exchange Commission.
 
Submitted by:
 Todd M. Ross, Chair
 
 Mark W. Dutton

 

 
12
 

Principal Accountant Fees and Services
 
Audit Fees
 
BigString incurred fees of approximately $48,000 in 2007 and $54,000 in 2006 to Wiener, Goodman & Company, P.C., for audit services, which included work related to the audits rendered for the years ended December 31, 2007 and 2006, and the period commencing October 8, 2003 (Date of Formation) through December 31, 2007, respectively.  It should be noted that the fees incurred in 2007 and 2006 included those associated with the registration of shares of Common Stock under the Securities Act pursuant to the Registration Statement on Form SB-2 (File No. 333-143793), which was filed by BigString with the Securities and Exchange Commission on June 15, 2007, and the Registration Statement on Form SB-2 (File No. 333-135837), which was filed by BigString with the Securities and Exchange Commission on July 18, 2006, respectively.
 
Audit Related Fees
 
As of December 31, 2007, BigString has not paid any fees associated with audit related services to Wiener, Goodman & Company, P.C., or any other accounting firm.
 
Tax Fees
 
As of December 31, 2007, BigString has not paid any fees associated with tax compliance, tax advice or tax planning to Wiener, Goodman & Company, P.C.  BigString incurred fees of approximately $4,000 in 2007 and $4,000 in 2006 to an independent Certified Public Accountant.
 
All Other Fees
 
As of December 31, 2007, BigString has not paid any fees associated with non-audit services to Wiener, Goodman & Company, P.C., or any other accounting firm.
 
Policy on Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm.  In accordance with its Charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm.  Such approval process ensures that the independent registered public accounting firm does not provide any non-audit services to BigString that are prohibited by law or regulation.


 
13
 

EXECUTIVE OFFICERS

The name, age, current position and biographical information of each executive officer of BigString is set forth below:
 
Name
Age
Position
     
Darin M. Myman
43
President and Chief Executive Officer
     
Robert S. DeMeulemeester
41
Executive Vice President, Chief Financial Officer and Treasurer
     
Adam M. Kotkin
28
Chief Operating Officer and Secretary

 
Biographical Information
 
For the biographical information for the above listed executive officers, see “ELECTION OF DIRECTORS – Nominees for Director.”
 
Chief Executive and Senior Financial Officer Code of Ethics
 
The chief executive and senior financial officers of BigString are held to the highest standards of honest and ethical conduct when conducting the affairs of BigString.  All such individuals must act ethically at all times in accordance with the policies contained in BigString’s Chief Executive and Senior Financial Officer Code of Ethics.   Copies of the Chief Executive and Senior Financial Officer Code of Ethics will be furnished without charge upon written request received from any shareholder of record.  Requests should be directed to BigString Corporation, 3 Harding Road, Suite E, Red Bank, New Jersey 07701, Attention: Secretary.
 

 

 
14
 

EXECUTIVE COMPENSATION
 
The following table sets forth information concerning the annual and long-term compensation of the Named Executive Officers (as defined below) for services in all capacities to BigString for the years ended December 31, 2007 and 2006, respectively.  The Named Executive Officers are (1) Darin M. Myman, President and Chief Executive Officer, (2) Robert S. DeMeulemeester, Executive Vice President, Chief Financial Officer and Treasurer, and (3) Adam M. Kotkin, Chief Operating Officer and Secretary (the “Named Executive Officers”).
 
2007 SUMMARY COMPENSATION TABLE
Name and
Principal Position
Year
 
Salary ($)
 
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)(1)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Nonqualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation
($)
 
Total
($)
 
                                                                   
Darin M. Myman,
2007
  $ 142,000     $ ---     $ ---     $ ---     $ ---     $ ---     $ 13,023 (2)   $ 155,023  
President and
Chief Executive
Officer
2006
  $ 128,500     $ ---     $ ---     $ ---     $ ---     $ ---     $ 9,277 (2)   $ 137,777  
                                                                   
Robert S.
2007
  $ 129,999     $ ---     $ ---     $ 11,175 (4)   $ ---     $ ---     $ ---     $ 141,174  
DeMeulemeester,
Executive Vice
President, Chief
Financial Officer
and Treasurer
2006
  $ 37,917 (3)   $ ---     $ ---     $ 3,232 (5)   $ ---     $ ---     $ ---     $ 41,149  
                                                                   
Adam M. Kotkin,
2007
  $ 84,000     $ ---     $ ---     $ 38,412 (6)   $ ---     $ ---     $ 19,656 (7)   $ 142,068  
Chief Operating
Officer and
Secretary
2006
  $ 75,500     $ ---     $ ---     $ 18,615 (8)   $ ---     $ ---     $ 9,983 (7)   $ 104,098  
____________________________
 
(1)
The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal years ended December 31, 2007 and 2006, respectively, in accordance with FAS 123(R), of stock option awards pursuant to the Equity Incentive Plan (as defined below).  The fair value of each option award is estimated on the date of grant using the Black-Scholes model.
 
(2)
Represents amounts reimbursed for automobile expenses and automobile insurance expenses paid by Mr. Myman in 2007 and 2006, respectively, which relate to BigString’s promotional vehicle.  Mr. Myman primarily uses the vehicle for advertising and promotional purposes on behalf of BigString.
 
(3)
Mr. DeMeulemeester was employed by BigString effective September 18, 2006 and has served as Chief Financial Officer since such time.  See “Chief Financial Officer - Employment Agreement” below.
 
(4)
Assumptions used in the calculation of this amount are as follows: dividend yield of 0%; expected volatility of 69%; risk free rate of return of 4%; and expected life of 1.5 years.  The fair value of these options was $0.05 per share.
 
(5)
Assumptions used in the calculation of this amount are as follows: dividend yield of 0%; expected volatility of 33%; risk free rate of return of 5%; and expected life of 2.7 years.  The fair value of these options was $0.02 per share.
 
(6)
Assumptions used in the calculation of this amount are as follows: dividend yield of 0%; expected volatility of 69%; risk free rate of return of 4%; and expected life of 1.5 years.  The fair value of these options was $0.05 per share.
 
(7)
Represents amounts reimbursed for automobile expenses and payroll taxes.
 
(8)
Assumptions used in the calculation of this amount are as follows: dividend yield of 0%; expected volatility of 40%; risk free rate of return of 5%; and expected life of 2.7 years.  The fair value of these options was $0.10 per share.
 

 
15
 

Chief Financial Officer - Employment Agreement
 
Mr. DeMeulemeester and BigString entered into a letter agreement, effective September 18, 2006 (the “Letter Agreement”), pursuant to which BigString has employed Mr. DeMeulemeester as Executive Vice President, Chief Financial Officer and Treasurer of BigString, on an “at will” basis, whereby either BigString or Mr. DeMeulemeester can terminate his employment at any time for any reason or no reason.  Pursuant to the terms of the Letter Agreement, BigString will pay Mr. DeMeulemeester an annual base salary of $130,000, which base salary will increase to $200,000 in the event BigString participates in one or more offerings of its securities and BigString receives, in the aggregate, more than $2,000,000 in net proceeds from such offering(s).  At such time, Mr. DeMeulemeester will receive a lump sum payment, subject to any withholding required by law, equal to the difference between (a) the total amount of base salary paid to him up until the date of the increase to his base salary and (b) the total amount of base salary that would have been paid to him up until the date of the increase to his base salary, if his base salary was $200,000 as of September 18, 2006.

Mr. DeMeulemeester is also entitled to benefits afforded to all full-time employees of BigString, including medical and dental, as applicable.  Moreover, Mr. DeMeulemeester may be eligible for certain bonuses in connection with his performance, to be determined and awarded in the sole discretion of BigString’s Board of Directors and Compensation Committee.

In connection with BigString’s employment of Mr. DeMeulemeester, BigString granted him an incentive stock option to purchase 1,800,000 shares of Common Stock. See “Outstanding Equity Awards at Fiscal Year-End.”  The incentive stock option was granted under the BigString Corporation 2006 Equity Incentive Plan (the “Equity Incentive Plan”).  When vested, 400,000 shares of Common Stock subject to the incentive stock option will be eligible for purchase at $0.24, the per share price equal to the Fair Market Value (as such term is defined in the Equity Incentive Plan) of one share of Common Stock on date of grant; 600,000 shares of Common Stock will be eligible for purchase at $0.50 per share; 400,000 shares of Common Stock will be eligible for purchase at $0.90 per share; and 400,000 shares of Common Stock will be eligible for purchase at $1.25 per share.  The incentive stock option will vest quarterly over a three year period in order of exercise price, with the shares with the lower exercise price vesting first.  As provided for in the Equity Incentive Plan, the incentive stock option will fully vest in connection with a Change of Control (as such term is defined therein).

In the event Mr. DeMeulemeester’s employment is terminated by BigString for any reason other than Cause (as defined in the Letter Agreement) after BigString is in receipt of more than $2,000,000 in net proceeds as a result of one or more offerings of its securities, or if Mr. DeMeulemeester’s employment is terminated by BigString or a successor entity for any reason other than Cause after or in connection with a Change of Control (as defined in the Equity Incentive Plan), Mr. DeMeulemeester will receive a lump sum payment equal to two months of his base salary, subject to any withholding required by law, within three days of the date his employment is terminated.
 
No other officer or employee of BigString has an employment agreement with BigString.  At the discretion of our Board of Directors, BigString may in the future enter into employment agreements with one or more of its officers or other employees.
 

 
16
 


 
2006 Equity Incentive Plan
 
Pursuant to BigString’s Equity Incentive Plan, which was approved by the stockholders of BigString at its 2006 annual meeting of stockholders, options to purchase up to 15,000,000 shares of Common Stock may be granted to employees and directors of BigString who are in a position to make significant contributions to the success of BigString.  As of December 31, 2007, stock options to purchase 6,575,000 shares of Common Stock were outstanding under the Equity Incentive Plan.
 
Securities Authorized for Issuance under Equity Compensation Plans
 
The number of stock options outstanding under our Equity Incentive Plan, the weighted-average exercise price of outstanding stock options, and the number of securities remaining available for issuance, as of December 31, 2007, were as follows:

 
2007 EQUITY COMPENSATION PLAN TABLE

Plan category
 
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
(a)
 
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
 
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
(c)
Equity compensation plans
approved by security holders (1)
    6,575,000 (2)  
$
0.42       8,425,000  
                         
Equity compensation plans not
approved by security holders
    4,959,756 (3)  
$
0.50       ---  
                         
Total
    11,534,756    
$
0.45       8,425,000  
_________________________________
 
(1)
BigString currently has no equity compensation plan other than the Equity Incentive Plan described herein.  With the exception of a non-qualified stock option to purchase 575,100   shares of Common Stock issued to Mr. Kieran Vogel in connection with his participation in BigString’s OurPrisoner program, all outstanding stock options have been granted under the Equity Incentive Plan.
 
(2)
Represents options to purchase Common Stock outstanding at December 31, 2007 issued under the Equity Incentive Plan.  
 
(3)
Includes warrants to purchase 4,384,656   shares of Common Stock which were issued and outstanding as of December 31, 2007 and 575,100 shares of Common Stock subject to an outstanding non-qualified stock option issued to Kieran Vogel in connection with his participation in BigString’s OurPrisoner program.
 

 
17
 

Equity Compensation Arrangements Not Approved by Stockholders
 
Warrant Grants During the Year Ended December 31, 2007
 
On May 1, 2007, BigString entered into a subscription agreement  (the “Subscription Agreement”), with Whalehaven Capital Fund Limited, Alpha Capital Anstalt, Chestnut Ridge Partners LP, Iroquois Master Fund Ltd. and Penn Footwear (collectively, the “Subscribers”), pursuant to which the Subscribers purchased convertible promissory notes in the aggregate principal amount of $800,000, which promissory notes are convertible into shares of BigString’s Common Stock, and warrants to purchase up to 1,777,778 shares of BigString’s Common Stock.  Each promissory note has a term of three (3) years and accrues interest at a rate of 6% annually.  The holder of a convertible promissory note has the right from and after the issuance thereof until such time as the convertible promissory note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.15 per share (as adjusted).  The conversion price and number and kind of shares to be issued upon conversion of the convertible promissory note is subject to adjustment from time to time.  Each of the warrants issued to the Subscribers have a term of five years from May 1, 2007 and was fully vested on the date of issuance.  The outstanding warrants are exercisable at $0.30 per share of common stock.  The number of shares of common stock underlying each warrant and the exercise price are subject to certain adjustments.

BigString also issued to Gem Funding LLC (the “Finder”) warrants to purchase an aggregate of 213,333 shares of BigString’s Common Stock.  The Finder’s warrants are similar to and carry the same rights as the warrants issued to the Subscribers.

Additional Outstanding Warrants at December 31, 2007

On September 23, 2005, BigString granted two warrants to Shefts Associates, Inc. as payment for consulting services.  1,196,707 shares of Common Stock remain available for purchase under one warrant at a per share purchase price of  $0.16 and 1,146,838 shares of Common Stock remain available for purchase under one warrant at a per share purchase price of  $0.20.  Each of these warrants is set to expire on September 23, 2010.

On May 2, 2006, BigString granted two warrants to Lifeline Industries, Inc. as payment for consulting services.  225,000 shares of Common Stock remain available for purchase under one warrant at a per share purchase price of $0.48 and 225,000 shares of Common Stock remain available for purchase under one warrant at a per share purchase price of $1.00.  Each of these warrants is set to expire on May 2, 2011.

On May 19, 2006, BigString granted three warrants to Witches Rock Portfolio Ltd., The Tudor BVI Global Portfolio Ltd., and Tudor Proprietary Trading, L.L.C. as part of an investment.  An aggregate of 1,000,000 shares of Common Stock remain available for purchase under each warrant at a per share purchase price of  $1.25.  Each of these warrants is set to expire on May 19, 2016.


 
18
 


On July 11, 2006, BigString issued a non-qualified stock option to purchase 575,100 shares of Common Stock to Kiernan Vogel in connection with his participation in BigString ’ s OurPrisoner program.  The non-qualified stock option has a term of five years from July 11, 2006 and an exercise price of $0.32 per share.

On December 1, 2006, BigString granted two warrants to two consultants as payment for advisory services.  100,000 shares of Common Stock in aggregate remain available for purchase under each  warrant at a per share purchase price of $0.50.  Each of these warrants is set to expire on December 1, 2011.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information about all equity compensation awards held by the Named Executive Officers at December 31, 2007:
 
Outstanding Equity Awards
for Fiscal Year End December 31, 2007
 
Name
 
Date of
Grant
   
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options
 (#)
Unexercisable
   
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   
Option
Exercise
Price
($)
   
Option
Expiration
Date
 
Darin M.
                                   
Myman,
President and
Chief Executive
Officer
    --       --       --       --     $ --       --  
                                                 
Robert S.
                                               
DeMeulemeester,
 
11/14/07
      250,000       250,000 (1)     --     $ 0.18    
11/14/17
 
Executive Vice
 
9/18/06
      400,000 (2)     --       --     $ 0.24    
9/18/16
 
President, Chief
 
9/18/06
      600,000 (2)     --       --     $ 0.50    
9/18/16
 
Financial Officer
 
9/18/06
      50,000 (2)     350,000 (2)     --     $ 0.90    
9/18/16
 
and Treasurer
 
9/18/06
      --       400,000 (2)     --     $ 1.25    
9/18/16
 
                                                 
Adam M. Kotkin,
 
11/14/07
      200,000       200,000 (1)     --     $ 0.18    
11/14/17
 
Chief Operating
Officer and
Secretary
 
7/11/06
      1,250,000       --       --     $ 0.32    
7/11/11
 
__________________________
 
(1)
25% of the shares of Common Stock underlying the stock option vests three months, six months, nine months and twelve months, respectively, from the date of grant.
 
(2)
Shares of Common Stock underlying the stock option vest quarterly over a three year period from the date of grant in order of exercise price, with the shares with the lower exercise price vesting first.

 
19
 


DIRECTOR COMPENSATION
 
The following table sets forth information concerning the compensation of the non-employee directors of BigString for the year ended December 31, 2007.
 
2007 Director Compensation Table
 
   
Name
 
Fees
Earned or
Paid in
Cash
($)(1)
   
Stock
Awards
($)
   
Option
Awards
($)(2)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Nonqualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation
($)
   
Total
($)
 
                                                         
Darin M. Myman
  $ --     $ --     $ --     $ --     $ --     $ --     $ --  
                                                         
Robert S.
DeMeulemeester (2)
  $ --     $ --     $ --     $ --     $ --     $ --     $ --  
                                                         
Adam M. Kotkin (4)
  $ --     $ --     $ --     $ --     $ --     $ --     $ --  
                                                         
Marc W. Dutton
  $ --     $ --     $ 14,201 (5)   $ --     $ --     $ --     $ 14,201 (5)
                                                         
Todd M. Ross
  $ --     $ --     $ 10,651 (6)   $ --     $ --     $ --     $ 10,651 (6)
                                                         
Lee E. Rosenberg
  $ --     $ --     $ 3,550 (7)   $ --     $ --     $ --     $ 3,550 (7)
_________________________
 
(1)
BigString does not currently pay its directors any retainer or other fees for service on the Board or any committee thereof.
 
(2)
The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007 in accordance with FAS 123(R), of stock options awards pursuant to the Equity Incentive Plan.  Assumptions used in the calculation of these amounts are included in the footnotes to BigString’s audited financial statements for the fiscal year ended December 31, 2007 included in BigString’s Annual Report on Form 10-KSB.
 
(3)
On November 14, 2007, in connection with his service as Chief Financial Officer, Mr. DeMeulemeester was granted an incentive stock option to purchase 500,000 shares of Common Stock.  25% of the shares of Common Stock underlying the stock option vests three months, six months, nine months and twelve months, respectively, from the date of grant.  The incentive stock option has a term of ten years and an exercise price of $0.18 per share.  See “Summary Compensation Table” above.
 
(4)
On November 14, 2007, in connection with his service as Chief Operating Officer, Mr. Kotkin was granted an incentive stock option to purchase 400,000 shares of Common Stock.  25% of the shares of Common Stock underlying the stock option vests three months, six months, nine months and twelve months, respectively, from the date of grant.  The incentive stock option has a term of ten years and an exercise price of $0.18 per share.  See “Summary Compensation Table” above.
 
(5)
On November 14, 2007, Mr. Dutton was granted a stock option to purchase 400,000 shares of Common Stock.  25% of the shares of Common Stock underlying the stock option vests three months, six months, nine months and twelve months, respectively, from the date of grant.  The incentive stock option has a term of ten years and an exercise price of $0.18 per share.
 
(6)
On November 14, 2007, Mr. Ross was granted a stock option to purchase 300,000 shares of Common
 

 
20
 

Stock.  25% of the shares of Common Stock underlying the stock option vests three months, six months, nine months and twelve months, respectively, from the date of grant.  The incentive stock option has a term of ten years and an exercise price of $0.18 per share.
 
(7)
On November 14, 2007, Mr. Rosenberg was granted a stock option to purchase 100,000 shares of Common Stock.  25% of the shares of Common Stock underlying the stock option vests three months, six months, nine months and twelve months, respectively, from the date of grant.  The incentive stock option has a term of ten years and an exercise price of $0.18 per share.
 
The following table sets forth the outstanding equity awards held by each non-employee director of BigString Corporation as of December 31, 2007:

Name
Number of
Securities
Underlying
Unexercised
Options
   
Marc W. Dutton
700,000
   
Lee E. Rosenberg
400,000
   
Todd M. Ross
600,000

See “Outstanding Equity Awards for Fiscal Year-End December 31, 2007” above for information regarding outstanding equity compensation awards held by the Named Executive Officers at December 31, 2007.
 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

BigString did not enter into any related party transactions during the year ended December 31, 2007.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires BigString’s executive officers and directors, and persons who own more than ten percent of a registered class of BigString’s equity securities, to file reports of ownership and changes of ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission.  Executive officers, directors and greater than ten percent stockholders are required by Securities and Exchange Commission regulation to furnish BigString with copies of all Forms 3, 4 and 5 they file.
 
BigString believes that all filings required to be made by its executive officers and directors pursuant to Section 16(a) of the Exchange Act have been filed within the time periods prescribed, except for a Form 4 filed by each of Mr. DeMeulemeester, Mr. Dutton, Mr. Kotkin, Mr. Rosenberg, and Mr. Ross after the prescribed due date in connection with a grant of stock options under the Equity Incentive Plan to such directors, with the exception of Mr. Myman.
 

 
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STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

The Board has adopted a formal process to be followed for those stockholders who wish to communicate directly with the Board or any individual director of BigString.  A stockholder can contact the Board, or any individual director, by sending a written communication to:  BigString Corporation, c/o Chairman of the Board, 3 Harding Road, Suite E, Red Bank, New Jersey 07701.  A stockholder’s letter should also indicate that he, she or it is a stockholder of BigString.  The Chairman shall either (1) distribute such communication to the Board, or a member or members thereof, as appropriate, depending upon the facts and circumstances described in the communication received; or (2) determine that the communication should not be forwarded to the Board because, in his or her judgment, (a) the communication is primarily commercial in nature and relates to BigString’s ordinary business or relates to a topic that is improper or not relevant to the Board; or (b) BigString’s management can adequately handle the stockholder inquiry or request, in which case the inquiry or request will be forwarded to the appropriate individual.  If a stockholder communication is addressed to one or more members of the Board, but not the entire Board, the Chairman shall notify any member of the Board to whom such communication was not addressed that such communication was received and shall provide a copy of such communication upon request.
 
At each Board meeting, the Chairman shall present a summary of all communications received since the last Board meeting which were not forwarded to the Board, as well as the basis for the determination by the Chairman as to why the communications were not forwarded to the Board, and shall make those communications available upon request.
 
STOCKHOLDER PROPOSALS
 
Stockholder proposals for presentation at BigString’s next annual meeting of stockholders must be received by BigString at its principal executive offices for inclusion in its proxy statement and form of proxy relating to that meeting no later than December 31, 2008.  BigString’s By-laws contain certain procedures which must be followed in connection with stockholder proposals.
 
ANNUAL REPORT
 
BigString’s Annual Report on Form 10-KSB for the year ended December 31, 2007 accompanies this Proxy Statement.  Wiener, Goodman & Company, P.C. has audited the financial statements for the year ended December 31, 2007, which statements are contained in the Annual Report on Form 10-KSB.  Such Annual Report, including the audited financial statements contained therein, is not incorporated in this Proxy Statement and is not to be deemed a part of the proxy soliciting material.
 
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTING FIRM
 
Selection of the independent public accounting firm for BigString is made by the Audit Committee of the Board of Directors.  Wiener, Goodman & Company, P.C. was BigString’s independent public accounting firm for the year ended December 31, 2007.
 

 
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The Audit Committee has selected Wiener, Goodman & Company, P.C. to serve as BigString’s independent public accounting firm for the year ended December 31, 2008.  A representative of Wiener, Goodman & Company, P.C. will be present at the Annual Meeting and will have an opportunity to make a statement if the representative desires to do so.  Said representative will also be available to respond to appropriate questions from stockholders of BigString.
 
OTHER MATTERS
 
It is not expected that any matter not referred to herein will be presented for action at the Annual Meeting.  If any other matters are properly brought before the Annual Meeting, the persons named in the proxies or authorized substitutes will have discretion to vote on such matters and on matters incident to the conduct of the Annual Meeting in accordance with their best judgment.
 
ANNUAL REPORT ON FORM 10-KSB
 
On written request, BigString will provide without charge to each record or beneficial holder of BigString’s Common Stock, a copy of BigString’s Annual Report on Form 10-KSB for the year ended December 31, 2007, as filed with the Securities and Exchange Commission.  Requests should be addressed to Mr. Darin M. Myman, President and Chief Executive Officer, BigString Corporation, 3 Harding Road, Suite E, Red Bank, New Jersey 07701.  It should be noted that a copy of the Annual Report on Form 10-KSB accompanies this Proxy Statement.

ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THEIR PROXIES WITHOUT DELAY TO THE REGISTRAR AND TRANSFER COMPANY IN THE SELF ADDRESSED, POSTAGE PREPAID ENVELOPE ENCLOSED HEREWITH.  PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.  THANK YOU.

 
By Order of the Board of Directors
   
 
/s/ Adam M. Kotkin
   
 
Adam M. Kotkin
 
Secretary

 
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REVOCABLE PROXY
BIGSTRING CORPORATION

ý PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
For the Annual Meeting of Stockholders
to be held on May 29, 2008

The undersigned, a stockholder of BIGSTRING CORPORATION, hereby constitutes and appoints DARIN M. MYMAN and ADAM M. KOTKIN, and each of them, as proxies of the undersigned with full power of substitution, for and in the name, place and stead of the undersigned, to attend the Annual Meeting of Stockholders of said BIGSTRING CORPORATION called and to be held at the law firm of Giordano, Halleran & Ciesla, P.C., 125 Half Mile Road, Red Bank, Suite 300, New Jersey, on Thursday, May 29, 2008 at 10:00 a.m. (the “Annual Meeting”) and any adjournment or postponement thereof, and thereat to vote as designated hereon the number of shares the undersigned would be entitled to vote and with all powers the undersigned would possess if personally present.

 
1.     To elect the following nominees for director who will serve on the Board of Directors of BigString Corporation until the next annual meeting of stockholders and until their successors have been elected and qualify:
   
 
Robert S. DeMeulemeester, Marc W. Dutton, Adam M. Kotkin, Darin M. Myman and Todd M. Ross
   
 
INSTRUCTION:  To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below.
   
 
FOR
WITHHOLD
FOR ALL EXCEPT
 
o
o
o
 
______________________
 
______________________
   
 
2.     To transact such other business as may properly come before the Annual Meeting or any further adjournment or postponement thereof.
   
 
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN A MANNER DIRECTED HEREIN BY THE BELOW SIGNED STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES FOR DIRECTOR.
   
 
Please be sure to sign and date
this Proxy in the box below.
Date
 , 2008
  
 
 
Stockholder sign above
Co-holder (if any) sign above

 
Ç    Detach above card, sign, date and mail in postage paid envelope provided.     Ç
 
BIGSTRING CORPORATION
 
Please sign exactly as your name appears hereon.  When shares are held by joint tenants, both should sign.  When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.  If a corporation, please sign in full corporate name by President or other authorized officer.  If a partnership or limited liability company, please sign in partnership or limited liability company name by authorized person.
 
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
 

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