SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~SEPTEMBER 3130, 2012

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

FOR THE TRANSITION FROM _______ TO ________.

COMMISSION FILE NUMBER 333-147932

VIDAROO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Nevada		26-1358844
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8 N. Highland Ave, Winter Garden, FL		34787
8 N. Highland Ave., Winter Garden, FL		34787
(Address of principal executive offices)		(Zip code)

Issuer's telephone number: (321) 293-3360

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes x No o¨

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

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of ~~May~~November 184, 2012 there were 6867,~~127~~455,~~872~~867 outstanding shares of the Registrant's Common Stock, $.001 par value.

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VIDAROO CORPORATION

~~MARCH~~SEPTEMBER 3130, 2012 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

Page PART I - FINANCIAL INFORMATION ~~Page~~ Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition 14 Item 4T. Controls and Procedures 16 PART II - OTHER INFORMATION Item 1. Legal Proceedings 18 Item 1A. Risk Factors 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 18 Item 4T. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6. Exhibits 18 SIGNATURES 19

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VIDAROO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31, 2012 (Unaudited)			June 30, 2011
	September 30, 2012			June 30, 2012
Assets	(UNAUDITED)
Current:
Cash and cash equivalents	$	7052,~~646~~344		$	7367,~~598~~911
Accounts Receivable		2818,~~494~~728			89105,~~908~~876
Other Current Assets		5,101			95,~~565~~101
Total Current Assets		~~104~~76,~~241~~173			~~173~~178,~~071~~888
Furniture and Equipment:
Computer equipment		114,582			114,582
Office furniture and fixtures		14,252			14,252
		128,834			128,834
Less Accumulated depreciation		(~~102~~110,~~064~~006	)		(84106,~~452~~711	)
Net Furniture and Equipment		2618,~~770~~828			4422,~~382~~123
Other Assets – Deposits		54,~~477~~872			~~665~~4,872
Total Assets	$	~~136~~99,~~488~~873		$	~~218~~205,~~118~~883
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts Payable	$	~~365~~489,~~166~~759		$	~~362~~534,~~355~~408
Accrued Salaries		~~234~~247,~~019~~785			~~246~~167,~~213~~060
Deferred revenue		6632,~~910~~320			8635,~~461~~099
Accrued interest		205,738			183,516
Accrued Interest		12,835			10,433
Convertible secured promissory notes		306,215			454,731
Convertible secured promissory notes – Current portion		17,923			10,291
Promissory Notes and Notes payable		468,685			698,293
Promissory Notes and Notes payable – Current portion		13,933			16,000
Total Current Liabilities and Total Liabilities		1,646,733			2,031,569
Total Current Liabilities		814,555			773,291
Convertible secured promissory notes		49,113			66,690
Promissory Notes and Notes payable		11,248			38,121
Total Liabilities		874,916			878,102
Callable Preferred Stock, $0.001 par value; Callable at $0.10; Issued and Outstanding 35,428,867 and 33,778,173 shares at September 30 and June 30, 2012, respectively		541,736			515,325
Stockholders' (Deficit) Equity:
Common stock, $0.001 par value; 200,000,000 shares authorized;
Common stock, $.001 par value; 200,000,000 shares authorized;
67,227,872 and 66,191,032 issued and outstanding at March 31, 2012 and June 30, 2011, respectively		67,227			66,191
67,455,867 and 67,437,365 issued and outstanding at September 30 and June 30, 2012, respectively		67,456			67,437
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2012 and June 30, 2011		-			-
Additional paid in capital		6,918,529			6,909,490
Additional paid in capital		6,578,288			6,443,442
Accumulated Deficit		(8,311,164	)		(8,176,291	)
Accumulated Deficit		(8,168,630	)		(8,587,957	)
Vidaroo Corporation and subsidiaries Stockholders’ (Deficit)		(1,325,179	)		(1,199,364	)
Total Stockholders’ Deficit of Vidaroo Corporation		(1,523,115	)		(2,078,324	)
Noncontrolling Interest		8,400			11,820
Noncontrolling Interest		12,870			264,873
Total Stockholders’ Deficit		(1,316,779	)		(1,187,544	)
Total Stockholders’ Deficit		(1,510,245	)		(1,813,451	)
Total Liabilities and Stockholders’ Deficit	$	99,873		$	205,883
Total Liabilities and Stockholders’ Deficit	$	136,488		$	218,118

See accompanying notes to consolidated financial statements.

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VIDAROO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

	Quarter Ended			Quarter Ended			9 Months Ended			9 Months Ended
	3 Months Ended			3 Months Ended
	3/31/12			3/31/11			3/31/12			3/31/11
	9/30/12			9/30/11
REVENUES	$	~~451~~248,~~789~~871		$	~~279~~308,~~682~~290		$	~~1,176,623~~		$	~~1,191,724~~
Cost of sales		(103,491	)		(73,363	)		(226,694	)		(291,364	)
Cost of Sales		(84,076	)		(41,957	)
Operating margin		348,298			206,319			949,929			900,360
Operating Margin		164,795			266,333
Operating expenses
Operating Expenses
Selling, general and administrative		366,915			452,795			1,107,150			1,530,412
Selling, General and Administrative		300,308			318,713
Depreciation and amortization		4,999			15,264			17,611			39,533
Depreciation and Amortization		3,295			6,396
Total expenses		371,914			468,059			1,124,761			1,569,945
Stock based compensation		5,079			25,801
Loss from operations		(23,616	)		(261,740	)		(174,832	)		(669,585	)
Total Operating expenses		308,682			350,910
Interest expense		(53,058	)		(79,653	)		(161,246	)		(192,259	)
Loss from Operations		(143,887	)		(84,577	)
Unrealized gain (loss) on adjustment to fair market value of financial instruments		(722	)		-			660,256			-
Interest expense		(15,527	)		(57,890	)
Realized Gain from conversion of Noncontrolling interest		95,149			-			95,149			-
Nonoperating gains(losses): Realized gain on troubled debt restructuring		49,853			-
NET INCOME (LOSS)		17,753			(341,393	)		419,327			(861,844	)
Unrealized (loss) gain on adjustment to fair market value of financial instruments		(25,312)			544,577
Net gain(loss) attributable to noncontrolling interest		-			-			-			211
NET INCOME (LOSS) TO COMMON SHAREHOLDERS OF VIDAROO CORPORATION	$	(134,873	)	$	402,110
NET (INCOME) LOSS TO COMMON SHAREHOLDERS OF VIDAROO CORPORATION	$	17,753		$	(341,393	)	$	419,327		$	(861,633	)
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE	$	0.00		$	0.01
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE	$	0.00		$	(0.01	)	$	0.01		$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING		67,446,822			66,239,449
WEIGHTED AVERAGE SHARES OUTSTANDING		66,442,767			66,072,777			66,316,976			65,816,104

See accompanying notes to consolidated financial statements.

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VIDAROO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT/EQUITY

(UNAUDITED)

					Additional
	Class A				Additional
	Common Stock				Paid-In		Accumulated			Noncontrolling
	Shares		Amount		Capital		Deficit			Interest			Total
Balance at June 30, 2011		66,191,185	$	66,191	$	6,443,442	$	(8,587,957	)	$	264,873		$	(1,813,451	)
Balance at June 30, 2012		67,437,365	$	67,437	$	6,909,490	$	(8,176,291	)	$	11,820		$	(1,187,544	)
Stock based compensation cost for Employees		~~436~~18,~~687~~502		~~436~~19		~~124~~5,~~646~~060		-			-			~~125~~5,~~082~~079
Shares issued for Noncontrolling interest		600,000		600		10,200		-			(10,800	)		-
Stock based compensation issued relative to debt conversion		-		-		3,979		-			-			3,979
Realized gain on acquisition of Noncontrolling interest		-		-		-		-			(95,149	)		(95,149	)
Unrealized gain on fair value adjustment to noncontrolling interest		-		-		-		-			(3,420)			(3,420)
Unrealized gain on fair value adjustment of Noncontrolling Interest		-		-		-		-			(146,054	)		(146,054	)
Net loss		-		-		-		(134,873)			-			(134,873)
Net Income		-		-		-		419,327			-			419,327
Balance at September 30, 2012		67,455,867	$	67,456	$	6,918,529	$	(8,311,164	)	$	8,400		$	(1,316,779	)
Balance at March 31, 2012		67,227,872	$	67,227	$	6,578,288	$	(8,168,630	)	$	12,870		$	(1,510,245	)

See accompanying notes to consolidated financial statements.

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VIDAROO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

	9 Months Ended			9 Months Ended
	3 Months Ended			3 Months Ended
	3/31/12			3/31/11
	9/30/12			9/30/11
Cash Flows from Operating Activities:
Net Income (loss)	$	~~419~~(134,~~327~~873	)	$	~~(861~~402,~~633~~110	)
Adjustments to reconcile net income (loss) to net cash provided
Adjustments to reconcile net income (loss) to net cash used
by operating activities
by operating activities:
Depreciation		173,~~612~~295			196,~~565~~396
Amortization		-			19,968
Officer salary forgiveness		-			5,148
Amortization of deferred financing costs		-			60,024
Stock-based compensation		5,079			25,802
Accretion of accrued salaries		17,160			19,448
Realized gain on troubled debt restructuring		(49,853	)		-
Unrealized Gain on adjustment to Fair market value of financial instruments		(660,256	)		-
Loss (gain) on adjustment to Fair market value of financial instruments		25,312			(544,577	)
Realized gain on conversion of Noncontrolling interest		(95,149	)		-
Common stock and warrants issued for services to
Nonemployees		-			57,000
Stock-based compensation		125,082			357,143
Noncontrolling interest in loss of subsidiary		-			(211	)
Net changes in:
Other current assets		~~4,464~~-			2,~~071~~469
Accrued Salaries		~~(29~~80,~~354)~~725			~~147~~6,~~586~~699
Accrued Interest		158,300			132,783
Accounts receivable		87,148			37,380
Accounts receivable		61,414			8,937
Accounts payable and accrued expenses		(44,649	)		16,218
Accounts payable and accrued expenses		2,811			67,108
Accrued interest		15,509			56,995
Deferred revenue		(192,~~551~~779	)		(646,~~392~~625	)
Net Cash Provided By Operating Activities		1,860			23,397
Net Cash Used By Operating Activities		(15,086	)		(31,985	)
Cash Flows from Investing Activities:
Deposits		~~(4,812~~-	)		-(3,312	)
Purchase of furniture and equipment		-			(5,287	)
Net Cash Used By Investing Activities		-			(3,312	)
Net Cash Used By Investing Activities		(4,812	)		(5,287	)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes		-			5,000
Repayment of Promissory Notes and Notes Payable		(481	)		-
Repayments of notes payable		-			(1,500	)
Net Cash Used By Financing Activities		(481	)		-
Net Cash Provided By Financing Activities		-			3,500
Net Decrease in Cash and Cash Equivalents		(15,567	)		(35,297
Net (Decrease) Increase in Cash and Cash Equivalents		(2,952	)		21,610
Cash and Cash Equivalents, Beginning		67,911			73,598
Cash and Cash Equivalents, Beginning	$	73,598		$	8,509
Cash and Cash Equivalents, Ending	$	52,344		$	38,301
Cash and Cash Equivalents, Ending	$	70,646		$	30,119
Supplemental cash flow information:
Other disclosures:
Noncash Financing Activities:
Interest Paid	$	2,946		$	19,696
Promissory Notes and Notes Payable and Accrued Interest converted into Preferred Stock and Warrants to purchase Common Stock	$	80,243		$	-
Other:
Interest Paid		269			895

See accompanying notes to consolidated financial statements.

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NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

The accompanying financial statements include Vidaroo Corporation (“Vidaroo”, ~~the “Entity”~~ or the “~~Company~~Entity”) and its consolidated subsidiaries,: E360, LLC (“E360”); ~~and~~ Media Evolutions, Inc., d/b/a Vidaroo Productions (“MEV”); isVidaroo aLicensing, ~~video~~LLC; ~~technology~~Vidaroo ~~company~~Intellectual Property, Inc. ~~The~~; ~~Entity~~Vidaroo ~~licenses~~Support ~~its~~Services, ~~Online~~LLC. Vidaroo ~~Video~~was ~~Platform~~formed ~~(OVP)~~in May 2007 as a Nevada Corporation and ~~performs~~was ~~professional~~named ~~video~~Gen2Media ~~production~~until April 26, 2010. Vidaroo has a majority ownership interest in E360. ~~The~~Vidaroo ~~Entity~~has ~~changed~~a ~~its~~management ~~name~~agreement ~~from~~with ~~Gen2Media~~MEV ~~Corporation~~that toprovides Vidaroo ~~effective~~with ~~April~~control ~~26,~~of ~~2010~~MEV’s operations.

~~Production services are performed both as~~ Vidaroo ~~and~~is ~~under~~a ~~the~~video ~~trade~~technology ~~name of our subsidiary, MEV~~company. ~~Our~~Vidaroo ~~capabilities~~has ~~include~~developed ~~creation~~an ~~and~~online ~~support of~~ video ~~imagery~~platform ~~for~~(OVP) ~~top~~that ~~line~~is ~~names~~licensed inunder ~~the~~a ~~entertainment~~Software-as-a-Service ~~business~~model. Vidaroo ~~(Black~~also ~~Eyed~~provides ~~Peas,~~video ~~Keith~~production ~~Urban,~~services ~~John~~that ~~Mayer…),~~are ~~support~~performed ~~of video production~~ for ~~traditional~~clients ~~media~~either ~~and~~on ~~corporate~~location ~~presentations,~~or ~~and~~ in~~-house~~ ~~production of content.~~ Vidaroo’s ~~supports its ability to deliver its production engagements through its~~ professional production studio ~~and its custom turnkey digital playback system~~.

The Entity’s OVP is licensed under a Software-as-a-Service (“SaaS”) model. The SaaS model allows the Entity to generate monthly recurring revenue. The OVP’s design and implementation became production ready in the year ended June 30, 2010. The OVP has been further developed in 2011 to include automation of the sign-up and account management functions as well as an automated affiliate portal. This functionality allows both users and representatives of the Entity to use or promote the OVP independent of personal contact with Vidaroo.

Basis of Presentation

Unaudited Interim Financial Statements

The accompanying unaudited consolidated quarterly financial statements have been prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results expected for the full year or any future period. These statements should be read in conjunction with the Entity’s Annual Report on Form 10-K for the year ended June 30, ~~2011~~2012, as filed with the SEC on ~~September~~October 281, ~~2011~~2012 (the “~~2011~~2012 Annual Report”).

Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates presented and the reported amounts of revenues and expenses during the reporting periods presented. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include estimates of revenues and related receivables expected to be collected, valuations of intangible assets and stock-based compensation. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates.

Basis of Consolidation

The accompanying consolidated financial statements include the accounts and transactions of Vidaroo and its ~~subsidiary~~subsidiaries E360, asMEV, ~~well~~Vidaroo asLicensing, ~~MEV~~LLC, Vidaroo Intellectual Property, Inc., and Vidaroo Support Services, LLC. Vidaroo has a 9798% and 95% interest in E360, atas ~~March~~of 31September 30, 2012 and ~~June 30,~~ 2011, respectively,. ~~which~~Ownership was acquired by Vidaroo in a stock exchange. MEV is controlled by Vidaroo pursuant to a management agreement between the two companies. All significant ~~intercompany~~inter-entity accounts and transactions are eliminated in consolidation.

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue is generated from monthly subscription fees from subscribers to the OVP. Revenue is recognized ratably over the contract period for each subscriber. Revenue is also generated from professional services rendered in connection with the production of video content. Revenue is ~~either~~ recognized when services are rendered or advertising has been delivered in accordance with the terms of the agreement provided that the collection of the associated receivable is reasonably assured and there are no remaining significant obligations ~~or based on units of service completed dependent upon the complexity of the contract or engagement~~.

Long-Lived Assets

The Entity evaluates the recoverability of its long−lived assets, including intangibles, for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long−lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. No impairment charges were incurred during the ~~nine~~three months ended ~~March~~September 3130, 2012 and 2011.

Computer equipment and Office furniture and fixtures are recorded at cost depreciated on a straight line basis over their expected useful lives of 5 and 7 years, respectively.

Noncontrolling Interest

Minority interest represents the portion of E360 not owned by Vidaroo.

Noncontrolling interest represents the portion of E360 not owned by Vidaroo. As of June 30, 2011 the Noncontrolling interest represented a 5% stake in E360. During the three months ended March 31, 2012, Vidaroo exchanged 600,000 shares of its Common Stock for 2% of E360 and agreed to issue an additional 300,000 shares for another 1% upon satisfaction of certain conditions between the third party noncontrolling owners.

Stock-Based Compensation

The Entity provides stock based compensation to both its employees and vendors under certain circumstances. The Entity is required to measure the cost of employee service received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences less estimated valuation allowances. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus change during the period in deferred tax assets and liabilities and valuation allowances.

Earnings per Common share

Basic earnings per common share excludes potentially dilutive securities and is computed by dividing net earnings(loss) by the weighted average number of common shares outstanding during the period. Fully diluted earnings per share are not displayed as the impact of including those shares would be anti-dilutive. For the ~~nine~~quarters ~~months~~ ended ~~March~~September 3130, 2012 and 2011 the Entity had 22 65,~~500~~853,~~779~~927 and 1920,~~666~~556,~~454~~233 potentially dilutive common shares, respectively, which were not included in the calculation of diluted ~~income (~~loss) per share.

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Financial Instruments

The entity reports its financial and non-financial assets and liabilities that are re-measured and reported at fair value at each reporting period. Three levels of inputs may be used to measure fair value:

	●	Level 1 - Active market provides quoted prices for identical assets or liabilities;
	●	Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable with market data; and
	●	Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~March~~September 3130, 2012.

The Entity uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial statements which include cash, trade receivables, borrowings, related party notes payable, accounts payable and accrued liabilities are valued using Level 1 inputs and are immediately available without market risk to principal. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

The Entity considers its Debt instruments ~~and Noncontrolling interest~~ to have Level 3 inputs. Those inputs include the fair value of Vidaroo’s common stock and the number of shares the Entity is offering to convert its current outstanding debt and accrued interest to equity of the Entity.

Research and Development

Based on the nature of the Entity’s software development methodology, costs incurred are considered to be connected with the establishment of technological feasibility in accordance with ASC 985-20-25 “Costs of Software to Be Sold, Leased or Marketed” and therefore are considered Research and Development.

NOTE 3. RECENT ACCOUNTING STANDARDS

~~None~~On June 16, 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income (Topic 220),” which requires companies to report total net income, each component of comprehensive income, and total comprehensive income on the face of the income statement, or as two consecutive statements. The components of comprehensive income will not be changed, nor does the ASU affect how earnings per share is calculated or reported. These amendments will be reported retrospectively upon adoption. The adoption of the ASU will be required for the Company’s March 31, 2012 Form 10-Q filing, and is not expected to have a material impact on the Company.

~~The~~ In ~~recent~~May 2011, the FASB issued an accounting ~~standards~~standard ~~disclosure~~update ~~should~~which beworks ~~read~~to inachieve ~~conjunction~~common ~~with~~fair ~~the~~value ~~disclosures~~measurement ~~made~~and disclosure requirements in GAAP and International Financial Reporting Standards. The update both clarifies the ~~Entity'~~FASB’s ~~Annual~~intent ~~Report~~about onthe ~~form~~application ~~10-K~~of existing fair value guidance, and also changes certain principles regarding measurement and disclosure. The update is effective prospectively and is effective for ~~the~~annual ~~fiscal~~periods ~~year~~beginning ~~ended~~after ~~June~~December 3015, 2011. Early application is permitted for interim periods beginning after December 15, 2011. The Company is currently evaluating the effect the update will have on its consolidated financial statements.

In January 2010, the FASB issued an accounting standard update on fair value measurements and disclosures. The update requires more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009; except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this update did not have an effect on the Company’s consolidated financial statements.

The recent accounting standards disclosed shall be read in conjunction with the disclosures made in the Entity's Annual Report on form 10-K for the fiscal year ended June 30, 2012.

~~NOTE~~Table ~~4. DEBT~~of Contents

~~Convertible~~NOTE ~~Secured~~4. ~~Promissory~~RELATED ~~Notes~~PARTY TRANSACTIONS

~~During~~As ~~the~~of ~~year~~September ~~ended June~~ 30, ~~2009~~2012, the Entity ~~issued~~has ~~debt~~an ~~instruments~~outstanding inobligation ~~the~~to ~~form~~both ofMark ~~promissory~~Argenti ~~notes (the “Notes”). The Notes carry interest at 12%~~ and ~~were~~Ian ~~due~~McDaniel ~~and payable in full at the earlier~~ of ~~either minimum equity financing of~~ $139,478 ~~million~~for orincentive ~~one~~compensation ~~year.~~under ~~Interest~~each ~~can~~individual’s beemployment ~~received~~contract ~~monthly~~of orwhich ~~accrued~~$8,223 ~~and~~was ~~paid~~earned atin ~~maturity at~~ the ~~option~~quarter ofended ~~the~~September ~~holder.~~30, ~~The Notes are secured by all assets of the Entity~~2012.

~~The~~Also ~~holders~~as of ~~the~~September ~~Notes~~30, ~~have~~2012 ~~the~~and ~~option~~2011, ~~but not~~ the ~~obligation,~~Entity tohad ~~convert~~an ~~the~~ outstanding ~~principal~~payroll ~~into~~obligation ~~common stock at any time under any~~ of ~~the following terms: A conversion price of~~ $~~.25~~50,000 ~~per~~and ~~share; a conversion price of 30% less than price per share obtained in the next round of financing contemplated for~~ $515,417 ~~million~~ to beits completed by the Entity; a conversion price of 30% less than the price per share paid in the event of a sale of the company, or $0.13 per share in the event the Entity does not raise a minimum of $1 million in additional financing.Officers

~~The~~NOTE ~~notes contain warrants to purchase shares valued at 20% of the face value of the note assuming a stock value of $0~~5.25 per share and an exercise price of $0.001 per share. If the value of common stock at the time of conversion is less than $0.25, the payee shall receive additional warrants to bring the total value of warrants issued under this program to be equal to 20% of the face value of the Note. The Notes also included a beneficial conversion feature as the obligations can convert into equity for an exercise price less than the share price at the time of issuance at the option of the holder. Based on these features, the proceeds from debt were split between the value of the warrants and the debt. Further, the debt obligation must have value assigned to the beneficial conversion feature. These valuations cause the proceeds from these notes to be allocated to additional paid capital with $248,953 assigned to the value of the warrants and the remaining $351,047 assigned to the beneficial conversion feature. The face value of the debt was accreted to interest expense over the 1-year initial term of the debt. DEBT

Notes Payable

In connection with the management agreement entered into with MEV, Vidaroo became obligated for the repayment of certain notes payable outstanding at the time of the initiation of the management agreement. These notes were guaranteed by Mark Argenti and Ian McDaniel along with a third party obligor. During June, 2010 the third party obligor exercised his right as guarantor on these loans and satisfied the original obligation. During the year ended June 30, 2012, Vidaroo agreed to interest and repayment terms with the obligor. This Note Payable now carries interest at 12% and will begin a repayment schedule commencing on April 1, 2013 and carry equal monthly payments of $2,000 until satisfaction of the both the principal and interest

Convertible Secured Promissory Notes Payable

During the year ended June 30, 2009 the Entity issued debt instruments in the form of promissory notes with a face value of $600,000 (the “Notes”). The Notes carry interest at 12% and are due and payable in full at the earlier of either minimum equity financing of $1 million or one year. Interest can be received monthly or accrued and paid at maturity at the option of the holder. The Notes are secured by all assets of the Entity.

The holders of the Notes have the option, but not the obligation, to convert the outstanding principal into common stock at any time under any of the following terms: A conversion price of $0.25 per share; a conversion price of 30% less than price per share obtained in the next round of financing completed by the Entity; a conversion price of 30% less than the price per share paid in the event of a sale of the Entity, or $0.13 per share in the event the Entity does not raise a minimum of $1 million in additional financing within one year of issuance.

The notes contain warrants to purchase shares valued at 20% of the face value of the note assuming a stock value of $0.25 per share and an exercise price of $0.001 per share. If the value of common stock at the time of conversion is less than $0.25, the payee shall receive additional warrants to bring the total value of warrants issued under this program to be equal to 20% of the face value of the Note. The Notes also included a beneficial conversion feature as the obligations can convert into equity for an exercise price less than the share price at the time of issuance at the option of the holder. Based on these features, the proceeds from debt were split between the value of the warrants and the debt. Further, the debt obligation must have value assigned to the beneficial conversion feature. These valuations cause the proceeds from these notes to be allocated to additional paid capital with $248,953 assigned to the value of the warrants and the remaining $351,047 assigned to the beneficial conversion feature. The face value of the debt will be accreted to interest expense over the 1-year term of the debt. During the year ended June 30, 2011 and 2010, $0 and $342,479, respectively, was accreted to interest.

During the year ended June 30, 2010, the Entity and the holders of the Notes agreed to extend the terms of repayment for these notes. The notes were either extended through August 1, 2010, March 31, or June 30, 2011. Under the terms of the extensions, the holders were provided with additional consideration. Those Note holders that extended through August were provided with additional shares of Common Stock and those that extended through 2011 received an increase in the interest rate from 12% to 13%.

~~Effective~~As ~~July 1, 2010, the Entity discontinued paying interest to the holders~~ of ~~its~~June ~~Convertible Secured Promissory Note and Promissory Note holders~~30, ~~due to a shortfall in liquidity. The Entity is reviewing this issue on an ongoing basis in an effort to resume these payments. During the three months ended December 31~~2011, ~~2010,~~ the Entity ~~made~~defaulted ~~a partial payment~~ on its ~~interest~~ obligation, ~~but~~to ~~has~~pay ~~not~~interest ~~made~~and ~~payments~~repay ~~since~~principal ~~December~~on ~~31,~~these ~~2010~~Notes.

AsDuring ~~stated~~the ~~above~~year ~~the~~ended ~~principal~~June on30, ~~these~~2012, ~~notes~~Vidaroo isand ~~past~~the ~~due. The~~holders ~~Notes~~of ~~have~~the ~~neither~~Convertible ~~been~~Secured ~~repaid~~Promissory ~~nor~~Notes ~~have~~came ~~they~~to ~~been~~agreement ~~converted~~to ~~into~~restructure ~~common~~the ~~stock~~terms of the Notes. ~~The~~Of ~~Entity~~the is$590,000 ~~currently~~outstanding, ~~negotiating~~holders ~~with~~of $390,000 of the ~~Holders~~Notes agreed to ~~convert~~accept ~~the~~10,499,922 ~~obligations~~shares ~~into~~of ~~equity~~preferred stock plus 3,658,549 warrants to purchase Common Stock of ~~the~~Vidaroo ~~Entity~~at an exercise price of $0. 10 in exchange for $290,000 outstanding plus accrued interest.

~~See~~Also ~~disclosure~~during inthe ~~Note~~year ~~11.~~ended ~~Subsequent~~June ~~Events~~30, ~~for~~2012, ~~matters~~the ~~related~~holders toof ~~this~~$200,000 ~~indebtedness~~of ~~that~~the ~~transpired~~Convertible ~~subsequent~~Secured Promissory Notes agreed to a repayment schedule starting in April, 2013 and the ~~balance~~conversion ~~sheet~~of ~~date~~accrued interest into 1,837,920 shares of ~~March~~preferred 31stock and 640,397 ~~2012~~warrants to purchase shares of common stock at an exercise price of $0.10.

Table of Contents

Promissory Notes Payable

During the years ended June 30, 2011 and 2010, the Entity issued debt instruments in the form of promissory notes with ana ~~aggregate~~ face value of $~~620~~538,000 and $331,500, respectively (the “Promissory Notes”) and bear interest at 12%. These Promissory Notes were issued in two traunches. Traunch I ~~has~~had aan original face value of $231,500 and iswas due and payable one year from issuance. Traunch I was issued during the fourth quarter of the year ended June 30, 2009, and therefore was originally due during the ~~year~~quarter ~~ended~~ending June 30, 2010. Traunch II ~~had~~has ana ~~original~~ face value of $638,000 and was originally due and payable on December 31, 2010. ~~Interest~~ Monthly isinterest ~~due~~payments ~~monthly~~were required.

During the year ended June 30, ~~2010~~2011, the Entity ~~and~~defaulted ~~the Note holders agreed to extend the maturity dates~~ on ~~$531,500~~its ofobligation ~~the Notes. In consideration for the extension of terms the Entity agreed~~ to ~~increase~~pay ~~the rate of~~ interest ~~on the Notes to 13%. Of the $859,500 still outstanding on the Notes, $328,000, $312,000,~~ and ~~519,500~~repay ~~were~~principal ~~due~~ on ~~December~~these ~~31, 2010, March 31 and June 30, 2011, respectively~~Notes.

AsDuring ~~stated~~the ~~above~~year ended June 30, 2012, the ~~principal~~Entity onnegotiated with the holders of these notes isto ~~past~~restructure ~~due~~the terms of the obligation. The Entity isand ~~currently~~certain ~~negotiating~~holders ~~with~~of the ~~Holders~~Notes agreed to ~~come~~convert $760,000 of the $863,570 still outstanding plus the related accrued interest into 19,782,796 shares of Preferred Stock and 6,893,034 warrants to ~~resolution~~purchase its Common Stock exercisable at $0. 10 as of June 30, 2012. During the three months ended September 30, 2012, the Entity finalized agreements with holders of an additional $65,000 of the obligation plus accrued interest into 1,650,693 shares of Preferred Stock and 575,161 warrants to purchase its Common also exercisable at $0.10.

~~See~~The ~~disclosure~~remaining inbalance ~~Note~~of ~~11.~~$34,000 ~~Subsequent~~was ~~Events~~unable ~~for matters related~~ to ~~this~~be ~~indebtedness~~negotiated ~~that~~shall ~~transpired~~remain ~~subsequent~~a toshort-term ~~the~~obligation ~~balance sheet date~~ of ~~March 31, 2012~~Vidaroo.

~~Notes~~NOTE ~~Payable~~6. FAIR VALUE MEASUREMENTS

In connection with the management agreement entered into with MEV, Vidaroo became obligated for the repayment of certain notes payable currently outstanding. These notes originally consisted of a term loan and a line of credit and were secured by personal guarantees of certain officers of the Entity. During June, 2010, one of the guarantors exercised his right on these loans and satisfied the obligation to the bank. This loan is currently a demand obligation to that individual. There was $40,040 outstanding at March 31, 2012 on this obligation. A third party added $5,000 to this demand balance during the nine months ended March 31, 2011.

NOTE 5. FAIR VALUE MEASUREMENTS

The Notes Payable, Convertible Secured Promissory Notes and Promissory Notes are stated at fair value. Fair value is as follows:

Face value

Adjustment to face value

Fair value as of ~~March~~September 3130, 2012

Promissory Notes and Notes Payable

~~903~~75,~~040~~129

(~~435~~49,~~355~~948

)

~~468~~25,~~685~~181

Convertible Secured Promissory Notes Payable

~~590~~200,000

(~~283~~132,~~785~~964

)

~~306~~67,~~215~~036

Accrued interest

~~396~~38,~~447~~293

(~~190~~25,~~669~~458

)

~~205~~12,~~738~~835

Total

1313,~~889,447~~422

(~~908~~208,~~809~~370

)

~~980~~105,~~638~~052

The Level 3 inputs used include the number of shares ~~being~~ offered to the holders of the Notes along with fair value of the Company’s Common Stock~~. During~~ ~~the~~for ~~three~~those ~~and~~Note ~~nine~~holders ~~months~~that ~~ended~~converted ~~March~~these ~~31,~~debt ~~2012,~~instruments ~~the~~into ~~Entity~~Equity ~~recorded~~during ~~an unrealized (loss)/gain of $(146,776) and $514,202, respectively. This gain had~~ the ~~effect~~year ofended ~~increasing the unrealized gain at~~ June 30, ~~2011~~2012 ofand ~~$394,607 to~~ the ~~$908,809~~three ~~reported~~months asended ofSeptember ~~March 31~~30, 2012.

Noncontrolling interest is also stated at fair value. Fair value is as follows:

Face value

Adjustment to face value

Fair value as of ~~March~~September 3130, 2012

Noncontrolling interest

~~158~~110,~~924~~400

(~~146~~102,~~054~~000

)

128,~~870~~400

The Level 3 inputs used include the number of shares ~~being~~provided ~~offered~~ to the holders of the Noncontrolling interest ~~along~~that ~~with~~converted ~~fair~~into ~~value of the Company~~Vidaroo’s Common Stock. ~~During~~during the ~~three~~year ~~and nine months~~ ended ~~March~~June 3130, 2012, ~~the~~along ~~Entity~~with ~~recorded~~fair anvalue ~~unrealized~~of ~~gain~~the ofCompany’s ~~$146,054~~Common Stock.

11NOTE 7. CAPITAL STOCK

~~NOTE~~The 6Entity’s authorized capital stock consists of 200,000,000 shares of Class A common stock with a par value of $0. ~~CAPITAL~~001. The ~~STOCK~~Entity also has authorized 100,000,000 shares of preferred stock with a par value of $0.001.

The Entity’s authorized capital stock consists of 200,000,000 shares of common stock with a par value of $0.001. 67,227,872 shares were outstanding as of March 31, 2012. The Entity also has authorized 100,000,000 shares of preferred stock with a par value of $0.001. There were no shares of preferred stock outstanding as of March 31, 2012.

The Entity has previously filed a registration statement with the SEC that went effective July 11, 2008 and is therefore a reporting public company. The Entity filed a form 15c2-11 with FINRA and requested permission to trade on the OTC Bulletin Board. The Entity’s stock began trading on October 3, 2008.

~~NOTE 7. STOCK BASED COMPENSATION~~11

InTable ~~November, 2009, the Board~~ of Directors of the Entity approved the Vidaroo Corporation 2009 Non-Qualified Stock Option Plan. The Plan permits the issuance of Stock Options to employees, officers and independent contractors of Vidaroo with flexibility provided to the vesting period and exercise period at the discretion of the board. Vesting periods range from fully vested at the time of the award to 3 year vesting periods. Exercise periods range from 5 years to infinite lives. In addition to options issued under the Plan, the Entity has issued stock options and warrants outside of the Plan to its Officers and certain professional service providers. Vesting and Exercise periods are similar for both types of Options and warrants issued.Contents

~~During~~NOTE the three and nine months ended March 31, 2012 and 2011, the Entity issued options and warrants as indicated in the table below for shares of common stock, principally in connection with the recruitment and retention of directors, officers, and employees8. ~~Based~~ onSTOCK ~~these~~BASED activities compensation cost of $32,161 and $76,174 was recognized in the three and nine months ended March 31, 2012, respectively, and $39,192 and $310,531 in the three and nine months ended March 31, 2011, respectively. Unrecognized compensation cost related to unvested stock options and warrants at March 31, 2012 was $202,478 and is expected to be recognized over a weighted average period of 28 months.COMPENSATION

	Number of Shares Outstanding Under Options and Warrants			Weighted Average Exercise Price
Balance, June30, 2010		7,796,048			0.25
Granted		7,211,672			0.05
Forfeited or expired		(189,995	)		0.17
Balance, June 30, 2011		14,817,725			0.15
Granted		1,770,705			0.05
Exercised		-			-
Forfeited or expired		(163,325)			-
Balance, March 31, 2012		16,425,105		$	0.14
Exercisable, March 31, 2012		10,198,587			0.18

The following table represents activity for the Entity’s outstanding stock options and warrants as of and for the three months ended September 30, 2012:

	Number of Shares Outstanding Under Options and Warrants			Weighted Average Exercise Price

Balance, June 30, 2012		62,616,180		$	0.08

Granted		575,155			0.10
Forfeited or expired		(1,520,000	)		0.05

Balance, September 30, 2012		61,671,335		$	0.09
Exercisable, September 30, 2012		56,520,180		$	0.09

The following table is a summary of the Entity’s non-vested stock options

	Number of shares			Weighted-Average Grant-Date Fair Value
Non-vested balance, June 30, 2011		6,452,692		$	0.07
Non-vested balance, June 30, 2012		7,065,392		$	0.08
Granted		1575,~~770,705~~155			0.0510
Vested		(1,~~972~~100,~~877~~642	)		0.0608
Forfeited/Expired		(151,~~833~~388,750)			0.0905
Non-vested balance, March 31, 2012		6,226,518		$	0.06
Non-vested balance, September 30, 2012		5,151,155		$	0.05

~~The~~Unrecognized ~~total~~compensation ~~intrinsic~~cost ~~value~~related ofto ~~options~~unvested ~~exercised~~stock ~~during~~options ~~the~~and ~~nine~~warrants ~~months~~at ~~ended~~September ~~March 31~~30, 2012 ~~and 2011~~ was $~~0. The aggregate intrinsic value of the outstanding options at March 31~~45,155 ~~2012~~ and ~~2011~~are ~~was~~expected ~~$0. The~~to ~~intrinsic~~be ~~value~~recognized ofover ~~options~~a ~~exercised~~weighted ~~during~~average ~~the~~period ~~nine~~of ~~months~~21 ~~ended March 31, 2012 and 2011 was $0~~months.

~~Stock~~The ~~Based~~total ~~Compensation~~intrinsic ~~also~~value ~~includes restricted shares issued to certain Officers and Directors as a component~~ of ~~total~~options ~~compensation. In~~exercised during the three ~~and nine~~ months ended ~~March~~September 3130, 2012, ~~the~~and ~~Entity~~2011 ~~issued 94,429~~ and ~~265,558~~was ~~shares,~~$0. ~~respectively,~~The ~~resulting~~aggregate inintrinsic ~~Compensation~~value ~~expense~~ of ~~$17,183 and $48,908, respectively. In~~ the ~~three~~outstanding ~~and~~options ~~nine~~at ~~months~~September ~~ended March 31~~30, ~~2011,~~2012 ~~the Entity issued 94,429~~ and ~~319,164~~2011 ~~shares,~~was ~~respectively, resulting in Compensation expense of~~ $~~14,542 and $46,616, respectively~~0.

~~NOTE~~Table ~~8. INCOME~~of ~~TAXES~~Contents

NOTE 9. INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The components of deferred tax assets are as follows:

	3/31/12			6/30/11
	9/30/12			6/30/12
Accumulated Net loss	$	8,~~168~~311,~~630~~164		$	8,~~587~~176,~~957~~291
Valuation allowance		(8,~~168~~311,~~630~~164	)		(8,~~587~~176,~~957~~291	)
Net deferred tax assets	$	-–		$	-

NOTE 910. GOING CONCERN

Through ~~March~~September 3130, 2012, the Entity has accumulated losses of $8,~~168~~311,~~630~~164. The Entity ~~plans~~expects to generate revenues from its SaaS platform and Production service offerings. The Entity will either ~~generate~~receive ~~revenue~~a ~~from receiving~~ monthly ~~subscription~~fee ~~fees~~ for its software platform orand engagement fees for its production services ~~to maintain its operations~~.

The Entity faces all the risks common to companies in their early stages of operations including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. In view of these conditions, the ability of the Entity to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Entity to obtain necessary financing to fund ongoing operations. The Entity’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The future of the Entity hereafter will depend in large part on the Entity’s ability to monetize its investment in its technology and services, and successfully raise capital from external sources to pay for planned expenditures. The Entity continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all.

NOTE 1011. CONTRACTUAL OBLIGATIONS

Given the cash flow difficulties of the Entity, there are various contractual obligations under which the Entity has not met its economic requirements. The economic impact of these instances of noncompliance ~~has~~have been accounted for in the Entity’s Consolidated Financial Statements. Management does not believe that any of the individual instances of noncompliance other than those disclosed herein would have a material adverse effect on the Entity and therefore require further disclosure.

NOTE 11. SUBSEQUENT EVENTS

Subsequent to the balance sheet date, Vidaroo has entered into multiple transactions to modify its outstanding indebtedness.

We entered into agreements to convert a portion of outstanding Convertible Secured Promissory Notes, Promissory Notes Payable (and related Loan and Security Agreements), Notes Payable and accrued interest (these agreements are hereafter referred to collectively as the “Outstanding Indebtedness”) we have with 32 debt holders (collectively referred to hereafter as the “Creditors”) into issuance of our Preferred Stock and warrants to purchase our Common Stock. In connection therewith, we will collectively issue 31,940,252 shares of our Preferred Stock ($0.001 par value) with a 5% annual dividend rate along with 11,129,046 warrants to purchase our common stock at a warrant exercise price of $0.10 for each common share, exercisable for a period of 10 years from time of issuance to the Creditors. In exchange for the Preferred Stock and Warrants, the Creditors have agreed to waive any and all rights that existed under the agreements pertaining to the Outstanding Indebtedness. As of March 31, 2012, the Outstanding Indebtedness carried a face value of $1,503,202. Twenty-eight (28) of the Creditors were represented by legal counsel, who we agreed to compensate through the issuance of 1,500,000 warrants to purchase our common stock at a warrant exercise price of $0.10, exercisable for a period of 10 years from the time of issuance. Three (3) of the Creditors represented by legal counsel have not yet returned the executed documents to complete their conversion of the outstanding balance to Preferred Stock and warrants, representing $68,966 of the $1,503,202 to be converted.

We have also agreed with the Creditors to extend the maturity date and repayment schedule in conjunction with certain Convertible Secured Notes Payable with a face value of $200,000, which notes will be repaid over a 2.5-year period beginning April 1, 2013. The accrued interest associated with these notes as of an agreed date of December 31, 2011 will be converted into Preferred Stock and carry warrants under the same terms described above. The accrued interest related with a face value of $84,384 as of an agreed date of December 31, 2011 will be converted into 1,837,920 shares of our Preferred Stock and 640,277 warrants to purchase our common stock at a warrant exercise price of $0.10, exercisable at any time over the next 10 years.

Separate and apart from the Outstanding Indebtedness, we have also agreed to a repayment schedule in conjunction with a demand note and its related accrued interest. The face amount and outstanding accrued interest of $48,337 as of March 31, 2012 will be repaid over a 2.5-year period beginning April 1, 2013 and will continue to bear interest at 12%.

We have also executed employment agreement amendments with each of our Executive Officers with an effective date of April 1, 2012. These agreements provide for an annual salary of $120,000 to each of our Executive Officers, as follows: Mark Argenti, our Chief Executive Officer/Chairman of the Board; Micheal Morgan, our President/Chief Technology Officer; Ian McDaniel, our Production President; and Thomas Moreland, our Chief Financial Officer/Secretary/Treasurer. Messrs. Morgan and Moreland’s amendments provide for fully vesting all outstanding stock options under previous employment agreements, which amount to 8,940,005 and 1,300,000, respectively. The exercise price associated with those Options will also be reset to $0.05. Additionally, each of our Executive Officers shall receive 2,000,000 Stock Options that shall be fully vested upon execution of the amendments along with another 1,500,000 Stock Options that will vest over the contract period. All such Stock Options shall be exercisable at $0.05.

We have also converted our outstanding payroll obligations to each of our Executive Officers into Options to purchase Common Stock. The total outstanding liability of $97,518.64 has been converted into 18,193,775 Options to purchase our Common Stock exercisable at $0.05, which shall be fully vested and exercisable at the time of issuance.

In conjunction with filing this Form-10Q, we also filed a Form 8-K on the same date as our Form-Q filing (May 21, 2012), discussing these subsequent events.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Vidaroo is a ~~video~~full ~~technology~~service ~~company. The~~provider ~~Entity~~of ~~licenses~~a ~~its~~proprietary ~~Online~~digital ~~Video~~media ~~Platform,~~network and ~~performs~~related ~~professional~~online ~~video~~digital ~~production. Vidaroo’s~~strategies ~~Online~~for ~~Video~~leading ~~Platform~~media ~~(“OVP”)~~and isentertainment ~~licensed~~companies. ~~under~~Vidaroo aengages ~~Software-as-a-Service~~audiences ~~(“SaaS”)~~on ~~model. The~~digital ~~SaaS~~platforms ~~model~~through ~~allows~~provision ~~the~~of ~~Company~~media tocontent ~~generate~~either ~~monthly~~directly ~~recurring~~or ~~revenue~~through ~~that~~collaboration iswith ~~scalable~~channel ~~and stable~~partners. ~~The~~Through ~~OVP’s~~a ~~functionality~~combination ~~allows~~of ~~both~~original ~~users~~ and ~~representatives~~acquired orprogramming ~~affiliates~~and ofother ~~the~~entertainment ~~Entity~~content, toVidaroo ~~use~~is orfocused ~~promote the OVP based~~ on ~~automated~~providing ~~interfaces~~content ~~independent~~that ofappeals ~~personal~~to ~~contact~~key ~~with~~demographics ~~the~~attractive ~~Entity. Our~~to ~~Production~~advertisers ~~capabilities include creation~~ and ~~support~~distributors or ofradio, ~~video~~printed ~~imagery~~news, ~~for~~cable ~~top~~television, ~~line~~satellite, ~~names~~mobile inand ~~the~~digital ~~entertainment business. We also provide support of video production for traditional~~ media ~~and corporate presentations~~platforms, asand ~~well~~consumer ~~as in-house production of content~~products.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. References in this section to "Vidaroo Corporation," “Vidaroo,” the "Entity," "we," "us," and "our" refer to Vidaroo Corporation and our direct and indirect subsidiaries on a consolidated basis unless the context indicates otherwise.

This ~~Quarterly~~quarterly report contains forward looking statements relating to our Entity's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects," "intends," "believes," "anticipates," "may," "could," "should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

The following discussion and analysis should be read in conjunction with the consolidated financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Overview

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing in this Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of ~~the~~this ~~form~~Report ~~10K dated September 28, 2011~~ for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

RESULTS OF OPERATIONS

THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2012 COMPARED TO THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011. Our fiscal year runs from July 1 to June 30.

Revenue

Revenue ~~increased~~decreased by $~~172~~59,~~107,~~419 ~~from~~to $~~279~~248,~~682~~871 ~~for~~in the quarter ended ~~March~~September 3130, ~~2011~~2012 as compared to ~~$451,789~~2011. While ~~for~~there ~~the~~is ~~quarter~~an ~~ended~~overall ~~March~~decrease 31in Revenue, ~~2012;~~SaaS revenue ~~decreased~~increased byfrom $15119,~~101,~~000 ~~from~~to $1127,~~191,724~~000. While ~~for~~ the ~~nine~~increase ~~months~~in ~~ended~~revenue ~~March~~is 317%, ~~2011~~we tohave ~~$1,176,623~~seen ~~for~~a ~~the~~shift ~~nine~~in ~~months~~the ~~ended~~number ~~March~~of ~~31,~~clients ~~2012. The~~served ~~quarterly~~with ~~increase~~a in60% ~~revenue was driven by~~ growth in ~~production~~the ~~revenue~~number ~~which~~of ~~increased~~on-demand byaccounts ~~$159,000~~on ora ~~97%~~year toover ~~$323,000~~year ~~while~~basis. The ~~SaaS~~year ~~revenue~~over ~~grew~~year ~~from~~revenue ~~$97,000~~decrease towas ~~$128,000,~~predominantly andriven ~~increase~~by ofslower ~~32%~~demand infor ~~the~~our ~~three~~Production ~~months ended March 31, 2012~~services. OnThe aepisodic ~~year~~nature toof ~~date~~these ~~basis,~~of ~~SaaS~~these ~~revenue~~services ~~grew~~caused bylower ~~$164,000~~revenue orwith ~~80%~~a ~~while~~smaller ~~production~~number ~~revenue~~of ~~fell~~engagements bythan ~~$76,000~~in orthe 9%prior year.

SaaS revenue should be evaluated on both total revenue and the base of ongoing recurring revenue. Recurring revenue, which is the amount of revenue received each month from our client’s base licensing agreements, grew from $66,000 to $117,000 or 77% and $174,000 or 104% to $355,000 on a quarterly and year to date basis, respectively. Both the quarterly and year to date growth was largely due to low cost web-based promotional activities, direct sales from the Entity’s affiliates and business development activities of Executive Management without the use of growth capital to leverage marketing initiatives.

Production revenue is generated on an engagement specific basis, which leads to episodic revenue which varies based upon demand for our services. The past quarter demonstrated strong demand bringing the year to date performance in line with historical experience.

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Cost of Sales

During the ~~three~~quarter ~~and nine months,~~ the Entity incurred cost of sales in conjunction with the direct provision of services to our clients. These expenses consist of bandwidth to deliver licensing of the online video platform, sales commissions, and production personnel as well as equipment to facilitate the provision of our production services. Cost of sales increased by $3042,~~128~~119 to $~~103~~84,~~491~~076 ~~and decreased $64,670 to $226,694~~ in the ~~three~~quarter ~~and nine months, respectively,~~ ended ~~March~~September 3130, 2012 as compared to 2011. The increase ~~in the three months ended March 31, 2012~~ was due predominantly ~~volume driven corresponding~~ to ~~the increase in revenue, while the decrease on~~ a ~~year~~higher ~~to date basis was due to a lower~~ cost structure required for the current year production services, ~~and~~which ~~more~~included ~~cost~~additional ~~efficient~~professional ~~infrastructure~~services ~~for~~of ~~the~~$22,000 ~~bandwidth~~and ~~requirements~~incentive ~~associated~~compensation ~~with~~of ~~delivery~~$16,000 ofwhich ~~our~~was ~~SaaS~~not ~~OVP~~incurred in the prior year.

Operating Margin

The operating margin, generated by the services and technologies provided, ~~increased~~during bythe ~~$141,979~~quarter toended ~~$348~~September 30,~~298~~ ~~and~~2012 decreased by $49101,~~569~~538 to $~~949~~164,~~929~~795 ~~during~~in ~~the~~comparison ~~three~~to ~~and~~the ~~nine~~quarter ~~months~~ ended ~~March~~September 3130, ~~2012, respectively, in comparison~~ 2011. The operating margin on the services and technologies produced an Operating ~~Margins~~Margin of 7766% ~~and 81%~~ in ~~the~~comparison ~~three and nine months ended March 31, 2012, respectively. This compares favorably~~ to ~~Operating Margins from the prior year of 74~~86% ~~and 76%~~ in the ~~three~~prior ~~and nine months ended March 31, 2011, respectively~~year. The ~~established~~decrease ~~infrastructure and technology~~ in ~~place~~Margin atwas ~~the~~predominantly ~~Entity~~driven ~~allows~~by the ~~provision~~increased ofcost ~~our~~related ~~products~~to ~~and~~production services toas the ~~marketplace~~Software ~~at a low cost ratio for each new client engagement and~~ licensing ofservice ~~the~~remained ~~Entity’s software allowing for a strong margin~~stable. ~~The Margins earned in the Production business account for the increase in year over year Margins as the prior year engagements had a higher variable cost structure for the Entity.~~

Selling General and Administrative

Selling General and Administrative costs generally consist of salaries, ~~including stock-based compensation,~~ professional fees, office expenses and other administrative costs. These costs decreased by $8518,~~880~~405 to $~~366~~300,~~915~~308 ~~and $423,262 to $1,107,150~~ for the ~~three~~quarter ~~and nine months~~ ended ~~March~~September 3130, 2012, ~~respectively,~~as incompared ~~comparison~~ to 2011. ~~For~~This ~~the three months ended March 31, 2012, this~~ decrease relates primarily to reduced ~~rent~~professional ~~expense,~~fees asfrom the ~~three~~prior ~~months~~year, inspecifically ~~2011~~related ~~included~~to anlegal ~~accrual~~fees ~~for~~in ~~$90,000~~the ~~associated~~prior ~~with~~year ~~early~~as ~~lease~~well ~~termination. For~~as ~~the~~lower ~~nine~~occupancy ~~months~~costs ~~ended~~as ~~March~~we ~~31,~~completed ~~2012,~~our ~~the~~move ~~decrease~~to isa ~~also~~lower ~~driven~~cost byfacility ~~reduced~~in ~~costs~~the ~~for~~prior ~~stock~~year. These ~~based~~decreases ~~compensation~~were ofoffset ~~$289,000~~somewhat asby ~~well~~additional asadvertising ~~the~~expense ~~previously~~associated ~~mentioned~~with ~~decrease~~the inpromotion ~~rent~~of ~~expense~~our OVP.

~~Loss~~Stock ~~from~~based ~~operations~~Compensation

~~The~~Stock ~~improvement~~based incompensation ~~Loss~~decreased ~~from~~by ~~Operations for the three and nine months ended March 31~~$20,722 ~~2012 was a significant improvement in comparison~~ to ~~the performance in the three and nine months ended March 31~~$5, ~~2011~~079. The ~~focus~~expense ofassociated ~~the~~with ~~Entity~~stock onbased ~~its~~compensation ~~two~~in ~~revenue~~the ~~producing~~prior ~~business~~year ~~units,~~quarter ~~after~~had ~~having~~higher ~~eliminated~~amounts ~~the pursuit~~ of anvesting ~~advertising~~related ~~model,~~to ~~has~~awards ~~produced~~for ~~tangible~~recruitment ~~results. The~~of ~~focus~~certain onofficers ~~these~~whereas ~~two~~the ~~business~~current ~~units~~year ~~has~~quarter ~~allowed~~relates ~~the Entity~~ to ~~spend its resources in~~ ongoing ~~development~~recognition of ~~its~~vesting ~~OVP,~~at ~~aligning~~a ~~those~~lower ~~efforts~~level. This ~~directly~~was due to ~~subscription revenue, while~~ the ~~production~~renegotiation ~~team~~of ~~has~~Executive ~~continued~~Officer tocontracts ~~deliver~~in athe ~~superior~~fourth ~~service~~quarter ~~product~~of ~~to its clients. This focus has allowed~~ the ~~Entity~~year toended ~~keep~~June ~~discretionary spending to a minimum~~30, ~~delivering optimized results in Operations~~2012.

~~Unrealized~~Loss ~~gain~~from ~~on Adjustment to fair market value of Level 3 financial instruments~~Operations

~~Unrealized~~Loss ~~Gain~~from onOperations ~~Adjustment~~increased toby ~~fair~~$59,310 ~~market value of financial instruments relates~~ to ~~the marking of the Entity’s outstanding indebtedness and Noncontrolling interest to fair market value~~$143,887. The ~~valuation~~increase of the Entity’s debt including related accrued interest and Noncontrolling interest were marked to fair market value based on the use of Level 3 inputs. These inputs are the Entity’s share value and the potential number of shares being offered to the counterparty to the debt instruments and noncontrolling interest. The gain in the ~~three~~loss ~~and~~was ~~nine months ended March 31, 2012 has been~~ driven ~~off~~by ~~these assumptions and~~ the ~~changes~~lower toOperating ~~the~~Margin, ~~potential~~offset ~~number~~somewhat ofby ~~shares and related fair market value during~~ the ~~three~~decreased ~~and~~Operating ~~nine months ended March 31, 2012~~Expenses.

Interest expense

Interest expense decreased by $42,381 to $15,509. The decrease is due to the conversion of a significant portion of the outstanding indebtedness into Equity during the fourth quarter of the year ended June 30, 2012.

Nonoperating Gains

The realized gain on troubled debt restructuring did not exist in the prior year as the debt was converted into Equity on the fourth quarter of the year ended June 30, 2012 with continuation of a portion of the settlement into the three months ended September 30, 2012.

Unrealized gain on adjustment to the fair market value of financial instruments decreased by $519,265 to $25,312. The decrease relates to the nature of the troubled debt restructuring. While ongoing negotiations caused the larger gain on the prior year, the significant reduction in the outstanding balance of our debt during the year ended June 30, 2012 caused the current year adjustment to be much lower.

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Liquidity and Capital Resources

The Entity had net working capital of $(1738,~~542,492~~382) at ~~March~~September 3130, 2012, ana ~~improvement~~degradation of $~~316~~143,~~006~~979 compared to June 30, ~~2011~~2012. The ~~improvement~~degradation is due to the ~~gain on adjustment to the fair market value of financial instruments offset by the Entity’s~~ Operating losses ~~which~~sustain ~~have~~during ~~been~~the ~~absorbed~~three ~~into~~months ~~working~~ended ~~capital~~September ~~through~~30, ~~increased short term liabilities or decrease short term assets.~~2012

The Entity has incurred operating losses since its inception. The Entity’s auditor has emphasized uncertainty regarding our ability to continue as a going concern in his audit report for the year ended June 30, ~~2011~~2012. As shown in the accompanying financial statements, the Entity realized net income of $419,574 for the nine months ended March 31, 2012. While a strong driver to the resulting net income was the fair market value adjustment to the Entity’s financial instruments, operational performance has ~~created positive cash flow from Operations in the nine months ended March 31, 2012. Although operational performance has generated positive cash flow, there remains~~ an accumulated deficit of $8,~~168~~311,~~630~~164 as of ~~March~~September 3130, 2012.

Subsequent to March 31, 2012, the Entity completed negotiations with the holders of its Convertible Secured Promissory Notes, Promissory Notes and Notes Payable to either convert those obligations into equity of Vidaroo or extend the repayment dates. The Entity also converted its payroll obligation to its Officers into Options to purchase common stock. The effect of these transactions will reduce the face value and fair value of Convertible Secured Promissory Notes, Promissory Notes, Notes Payable, and related accrued interest by $1,587,586 and $823,986, respectively and reduces accrued salaries by $97,518. Upon completion of these transactions, the Entity intends to attempt to raise capital for growth purposes.

Other components of the Entity’s working capital and changes therein are discussed as follows:

Cash and Cash Equivalents. For the ~~nine~~three month period ended ~~March~~September 3130, 2012, cash and cash equivalents decreased to $7052,~~646~~344 from $7367,~~598~~911 at June 30, ~~2011~~2012.

Cash Flows from Operating Activities. Net cash ~~provided~~used by operating activities was $115,~~860~~086 for the ~~nine~~three months ended ~~March~~September 3130, 2012, a decrease of $2116,~~537~~899 over the first ~~nine~~quarter ~~months~~ of the prior year. The change in cash flows from operating activities is primarily attributable ~~activity~~to inthe ~~certain~~use of working capital ~~accounts~~assets ~~such as accounts payable~~ and ~~accrued~~liabilities ~~salaries~~to ~~which~~support ~~demonstrated~~our ~~smaller~~Operating ~~growth in the current year~~Losses.

Cash Flows from Financing Activities. Net cash used by financing activities was $481 for the three months ended September 30, 2012, and consisted solely of the repayment of a small amount of our outstanding debt.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A.

ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of ~~June~~September 30, ~~2011~~2012. Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms, and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of ~~March~~September 3130, 2012, our disclosure controls and procedures were ineffective due to the lack of segregation of duties and the lack of audit committee oversight. Upon the acquisition of adequate capital the Entity intends to remediate the deficiencies through the deployment of additional personnel and implementation of an audit committee.

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Management’s Quarterly Report on Internal Control Over Financial Reporting

Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a – 15(f). Management conducted an assessment as of ~~March~~September 3130, 2012 of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, management concluded that our internal control over financial reporting was ineffective as of ~~March~~September 3130, 2012.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements should they occur. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the control procedure may deteriorate.

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Quarterly Report. As required by SEC Rule 13a-15(b), our company carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer, of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, management concluded that our disclosure controls and procedures were ineffective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

None.

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PART II

OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

In August ~~2010~~, ~~the Entity~~2011, ~~along~~a ~~with~~judgment ~~its~~in ~~subsidiary,~~favor ~~E360,~~of ~~LLC,~~our former lessor was ~~served~~granted ~~with~~in ~~a complaint (~~the ~~"Complaint")~~amount byof ~~plaintiff Sand Lake Imaging~~$151, ~~LLLP and Stephen M~~924. The ~~Bravo~~Entity ~~(the~~does ~~“Plaintiffs”).~~not ~~The~~dispute ~~Complaint~~that ~~alleges~~ the ~~non-exempt~~premises ~~sale~~were ofvacated ~~certain~~prior ~~securities~~to oflease ~~E360,~~termination and ~~seeks~~is ~~the rescission~~currently ofin ~~the~~settlement ~~sale of such securities~~discussions. ~~During~~This ~~the~~case ~~three~~was ~~months~~originally ~~ended~~filed ~~March~~by ~~31,~~Sand ~~2012,~~Lake ~~the~~West ~~Entity~~Business ~~settled~~Park, ~~the~~Inc. ~~Complaint~~on byMay ~~issuing 600~~25,~~000~~ ~~shares~~2011 ofin ~~its~~the ~~Common~~Circuit ~~Stock~~Court toof the ~~Plaintiffs~~Ninth Judicial Circuit in ~~exchange~~and for ~~the~~Orange 2%County, ~~of E360 owned by Plaintiffs~~Florida.

In August, 2011 a judgment in favor of the Entity’s former lessor was granted in the amount of $151,924. The Entity does not dispute that the premises were vacated prior to lease termination.

ITEM 1A. RISK FACTORS

None.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

As of ~~March~~September 3130, 2012, ~~the~~we ~~Entity~~have ~~has~~ $~~590~~29,000 of ~~Convertible~~outstanding ~~secured~~Promissory ~~promissory~~Notes ~~notes~~that ~~and~~we ~~$903,040~~have ofnot ~~Promissory~~met ~~notes~~our ~~and~~contractual ~~notes~~obligation ~~payable~~for ~~outstanding. The~~the ~~$590,000~~payment of ~~Convertible~~principal ~~secured~~and ~~promissory~~interest. ~~notes~~We ~~and~~have ~~$858,000~~attempted ofto ~~the~~convert ~~Promissory~~these Notes ~~was~~into ~~due and unpaid as of March 31~~Equity, ~~2012. Additionally~~similar ~~since~~to ~~July 1, 2010,~~ the ~~Entity~~conversions ~~has~~that ~~not~~occurred ~~paid~~in ~~interest at~~ the ~~stated~~year ~~face~~ended ~~amount~~June of30, ~~the~~2012 ~~obligation~~but ~~which~~have ~~has~~been ~~resulted~~unable into ~~unpaid~~come ~~accrued~~to ~~interest,~~terms aswith ofthe ~~March~~Note ~~31, 2012 of $396,447~~holders.

Subsequent to March 31, 2012, the Entity either converted to equity or agreed to repayment terms for the $590,000 of Convertible Secured Promissory Notes. Additionally, the Entity converted to equity $834,000 of the $858,000 in Promissory Notes. The entity was unable to reach or come to agreement with the holders of the remaining $24,000 in Promissory Notes.

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

~~None~~This report is required to be filed by November 14, 2012. Under the provisions of the Securities Exchange Act of 1934, Release No. 68224 issued on November 14, 2012, this report will be filed on or before November 21, 2012 and considered to be timely filed. The delay is due to the Chief Financial Officer being delayed in his travel back to our headquarters due to the effects of Hurricane Sandy and its aftermath.

There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.

ITEM 6 - EXHIBITS

Exhibit Number		Description
10.1		Form of Debt Settlement Agreement-full conversion*
10.2		Form of Debt Settlement Agreement-partial conversion*
10.3		Promissory Note and Loan Agreement dated May 16, 2012*
10.4		Employment agreement amendment by and between Vidaroo Corporation and Mark Argenti dated May 16, 2012*
10.5		Employment agreement amendment by and between Vidaroo Corporation and Ian McDaniel dated May 16, 2012*
10.6		Employment agreement amendment by and between Vidaroo Corporation and Micheal Morgan dated May 16, 2012*
10.7		Employment agreement amendment by and between Vidaroo Corporation and Thomas Moreland dated May 16, 2012*
10.8		Form of payroll conversion*
31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.
32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.
EX-101.INS		XBRL INSTANCE DOCUMENT
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Incorporated by reference to Form 8-K filed May 21, 2012

EX-101.INS**		XBRL INSTANCE DOCUMENT

EX-101.SCH**		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

EX-101.DEF**		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

EX-101.LAB**		XBRL TAXONOMY EXTENSION LABELS LINKBASE

EX-101.PRE**		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VIDAROO CORPORATION
DATE: May 21, 2012	By:	/s/ Mark Argenti
DATE: November 14, 2012	By:	/s/ Mark Argenti
		Mark Argenti
		Chief Executive Officer (principal executive officer)
	By:	/s/ Thomas Moreland
		Thomas Moreland
		Chief Financial Officer and Treasurer (Principal financial and accounting officer)


	By:	/s/ Thomas Moreland
		Thomas Moreland
		Chief Financial Officer and Treasurer (Principal financial and accounting officer)

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