UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

For the quarterly period ended ~~February~~May 2831, 2013

[ ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 000-50480

LYYNKS INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0389557
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

644-1812 W. Burbank Blvd, Burbank, CA		91506
(Address of principal executive offices)		(Zip Code)

(818) 478-2260

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X] No [ ]

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	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 68,580,~~913~~912 shares of $0.00001 par value common stock issued and outstanding as of ~~April~~July 1815, 2013.

LYYNKS INC. AND SUBSIDIARY

(formerly En2go International, Inc.)

(a development stage company)

INDEX

			Page	~~Page~~
Part I.	Financial Information
Part I. Financial Information			1
	Item 1.	Financial Statements		1
	Item 1. Financial Statements		1
		Consolidated Balance Sheets as of February 28, 2013 and August 31, 2012 (unaudited)		2
		Consolidated Balance Sheets as of May 31, 2013 and August 31, 2012 (unaudited)	2
		Consolidated Statements of Operations for the Six and Three Months Ended February 28, 2013 and February 29, 2012, and for the period from inception (January 31 , 2007) through February 28, 2013 (unaudited)		3
		Consolidated Statements of Operations for the Nine and Three Months Ended May 31, 2013 and 2012 , and for the period from inception (January 31 , 2007) through May 31, 2013 (unaudited)	3
		Consolidated Statements of Stockholders' Deficiency for the Period Ended February 28, 2013 (unaudited)		4
		Consolidated Statements of Stockholders' Deficiency for the Period Ended May 31, 2013 (unaudited)	4
		Consolidated Statements of Cash Flows for the six months ended February 28, 2013 and February 29, 2012, and for the period from inception (January 31, 2007) through February 28, 2013 (unaudited)		6
		Consolidated Statements of Cash Flows for the nine months ended May 31, 2013 and 2012, and for the period from inception (January 31, 2007) through May 31, 2013 (unaudited)	6
		Notes to Unaudited Consolidated Financial Statements	7	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		19
	Item 4.	Controls and Procedures		21
	Item 4. Controls and Procedures		19
Part II.	Other Information			22
Part II. Other Information			20
	Item 1.	Legal Proceedings		22
	Item 1. Legal Proceedings		20
	Item 6.	Exhibits		22
	Item 6. Exhibits		20
	Signatures

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PART I. ~~Financial~~FINANCIAL ~~Information~~INFORMATION

~~Item~~ITEM 1. ~~Financial~~ FINANCIAL ~~Statements~~STATEMENTS (~~Unaudited~~UNAUDITED)

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. The following condensed consolidated financial statements should be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended August 31, 2012.

The results of operations for the ~~six~~nine months ended ~~February~~May 2831, 2013 are not necessarily indicative of the results for the entire fiscal year or for any other period.

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LYYNKS INC. AND SUBSIDIARY

(Formerly En2go International, Inc. and Subsidiary)

(a development stage company)

Consolidated Balance Sheets

(Unaudited)

	February 28,			August 31,
	May 31,			August 31,
	2013			2012
ASSETS
Current Assets:
Cash	$	~~124~~215,~~854~~204		$	237,165
Property and equipment - net		3226,~~860~~965			38,372
Total Assets	$	157,714		$	275,537
Software development costs		561,044			-
Total Assets	$	803,213		$	275,537
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable	$	~~528~~474,~~847~~140		$	500,211
Accrued expenses		1315,~~224~~010			19,493
Due to related parties		~~250~~1,353,510			761,510
Total Current Liabilities		~~792~~1,~~581~~842,660			1,281,214
Commitments and Contingencies
Stockholders' Deficiency:
Common stock, $.00001 par value, 1,000,000,000 shares authorized, 66,580,912 and 54,256,626 shares issued and outstanding at February 28, 2013 and August 31, 2012, respectively		666			544
Common stock, $.00001 par value, 1,000,000,000 shares authorized, 68,580,912 and 54,256,626 shares issued and outstanding at May 31, 2013 and August 31, 2012, respectively		686			544
Capital in excess of par value		1617,~~777~~077,~~500~~480			15,716,622
Deficit accumulated during the development stage		(1718,~~713~~117,~~033~~613	)		(16,722,843	)
Deposit on shares to be issued		300,000			-
Total Stockholders' Deficiency		(1,039,447	)		(1,005,677	)
Total Stockholders' Deficiency		(634,867	)		(1,005,677	)
Total Liabilities and Stockholders' Deficiency	$	803,213		$	275,537
Total Liabilities and Stockholders' Deficiency	$	157,714		$	275,537

See notes to unaudited consolidated financial statements.

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LYYNKS INC. AND SUBSIDIARY

(a development stage company)

Consolidated Statements of Operations

(Unaudited)

													Period from
													inception
													(January 31, 2007)
	For the Six Months Ended						For the Three Months Ended						through
	For the Nine Months Ended						For the Three Months Ended						through
	February 28,			February 29,			February 28,			February 29,			February 28,
	May 31,						May 31,						May 31,
	2013			2012			2013			2012			2013
Revenues	$	-		$	-		$	-		$	-		$	-
Costs and Expenses:
General and administrative expenses		~~990~~1,~~190~~387,426			~~757~~1,~~013~~270,395			~~520~~397,~~416~~236			~~412~~513,~~111~~382			9,~~584~~981,~~640~~876
Stock issued for services		-			-			-			-			1,762,617
Non-cash compensation		-			-			-			-			3,990,692
Impairment loss		-			-			-			-			1,104,914
Total operating expenses		~~990~~1,~~190~~387,426			~~757~~1,~~013~~270,395			~~520~~397,~~416~~236			~~412~~513,~~111~~382			16,~~442~~840,~~863~~099
Loss from operations		(~~990~~1,~~190~~387,426	)		(~~757~~1,~~013~~270,395	)		(~~520~~397,~~416~~236	)		(~~412~~513,~~111~~382	)		(16,~~442~~840,~~863~~099	)
Other Income (Expense):
Other income (primarily from the settlement of
prior liabiltities)		-			-			-			-			538,277
Interest expense		-(7,344	)		-			-(7,344	)		-			(~~212~~219,~~314~~658	)
Interest expense on amortization of note discount		-			-			-			-			(1,605,133	)
Gain on sale of equipment		-			-			-			-			9,000
Total other income (expense)		-(7,344	)		-			-(7,344	)		-			(1,~~270~~277,~~170~~514	)
Loss before provision for income taxes		(~~990~~1,~~190~~394,770	)		(~~757~~1,~~013~~270,395	)		(~~520~~404,~~416~~580	)		(~~412~~513,~~111~~382	)		(1718,~~713~~117,~~033~~613	)
Provision for income taxes		-			-			-			-			-
Net loss	$	(~~990~~1,~~190~~394,770	)	$	(~~757~~1,~~013~~270,395	)	$	(~~520~~404,~~416~~580	)	$	(~~412~~513,~~111~~382	)	$	(1718,~~713~~117,~~033~~613	)
Net loss per share of common stock -
Basic and diluted	$	(0.02	)	$	(0.0203	)	$	(0.01	)	$	(0.0001	)
Weighted Average Shares Outstanding -
Basic and diluted		6365,~~962~~193,~~427~~658			4547,~~542~~093,~~980~~758			6667,~~580~~646,~~912~~129			5049,~~030~~707,~~080~~167

See notes to unaudited consolidated financial statements.

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LYYNKS INC. AND SUBSIDIARY

(a development stage company)

Consolidated Statements of Stockholders' Deficiency

(Unaudited)

											Deficit
											Accumulated			Deposit		Total
					Capital in						During			On SharesT		Stockholders'
	Common		Stock		Excess of			Subscription			Development			To Be		Equity
	Shares		Amount		Par Value			Receivable			Stage			issued		(Deficiency)
Balance - August 31, 2007		4,980,460		50	$	999,950		$	-		$	(602,659	)			$	397,341

Issuance of options and warrants
issued for services rendered		-		-		3,686,768			-			-			-		3,686,768

Common stock issued for $10.00
per share in January 2008		135,000		1		1,349,999			-			-			-		1,350,000

Offering costs on issuance of
common stock		-		-		(91,401	)		-			-			-		(91,401	)

Issuance of common stock
for services rendered		100,000		1		1,849,999			-			-			-		1,850,000

Issuance of common stock as
consideration for debt financing		16,600		-		144,600			(6,400	)		-			-		138,200

Net loss for the year ended
August 31, 2008		-		-		-			-			(7,830,062	)		-		(7,830,062	)

Balance - August 31, 2008		5,232,060		52		7,939,915			(6,400	)		(8,432,721	)		-		(499,154	)

Common stock and warrants
issued for $1.50 per unit in
October 2008		100,000		1		149,999			-			-			-		150,000

Common stock issued for services
rendered in October 2008		30,000		-		63,000			-			-			-		63,000

Common stock issued for services
in November 2008		5,000		-		14,000			-			-			-		14,000

Common stock issued in
consideration of debt financing -
Sept - April 2009		71,940		1		174,999			-			-			-		175,000

Common stock issued for $2.00
per share in May 2009		75,000		1		149,999			-			-			-		150,000

Discount on notes payable net of
amortization		-		-		1,593,729			-			-			-		1,593,729

Interest and stock based
compensation		-		-		133,141			6,400			-			-		139,541

Net loss for the year ended
August 31, 2009		-		-		-			-			(2,983,660	)		-		(2,983,660	)

Balance - August 31, 2009		5,514,000		55		10,218,782			-			(11,416,381	)		-		(1,197,544	)

See notes to unaudited consolidated financial statements.

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LYYNKS INC. AND SUBSIDIARY

(a development stage company)

Consolidated Statements of Stockholders' Deficiency

(Unaudited)

(Continued)

									Deficit
									Accumulated			Deposit		Total
					Capital in				During			On Shares		Stockholders'
	Common		Stock		Excess of		Subscription		Development			To Be		Equity
	Shares		Amount		Par Value		Receivable		Stage			Issued		(Deficiency)
Issuance of common stock upon
conversion of convertible debt		17,500,000		175		1,749,825		-		-			-		1,750,000
Sale of common stock		1,000,002		10		349,990		-		-			-		350,000
Issuance of common stock as
consideration for payment of
accounts payable		202,000		2		96,201		-		-			-		96,203
Net loss for the year ended
August 31, 2010		-		-		-		-		(3,089,142	)		-		(3,089,142	)
Balance - August 31, 2010		24,216,002		242		12,414,798		-		(14,505,523	)		-		(2,090,483	)
Issuance of common stock upon
conversion of convertible debt		11,090,625		111		897,232				-			-		897,343
Sale of common stock		3,350,000		34		353,465				-			-		353,499
Allocation of sale of common stock and
Allocation of sale of common stock
conversion of debt to
and conversion of debt to warrants
warrants issued		-		-		536,284		-		-			-		536,284
issued		-		-		536,284		-		-			-		536,284
Net loss for the year ended
August 31, 2011		-		-		-		-		(529,706	)		-		(529,706	)
Balance - August 31, 2011		38,656,627		387		14,201,779		-		(15,035,229	)		-		(833,063	)
Issuance of common stock upon
conversion of convertible debt		7,933,333		79		594,921		-		-			-		595,000
Sale of common stock		7,666,666		78		855,722		-		-			-		855,800
Allocation of sale of common stock		-
Allocation of sale of common		-
to warrants issued						64,200		-		-			-		64,200
stock to warrants issued						64,200		-		-			-		64,200
Net loss for the year ended
August 31, 2012		-		-		-		-		(1,687,614	)		-		(1,687,614	)
Balance - August 31, 2012		54,256,626		544		15,716,622		-		(16,722,843	)		-		(1,005,677	)
Issuance of common stock upon
conversion of convertible debt		6,610,000		65		660,~~935~~925		-		-			-		661,000
Sale of common stock		5,714,286		57		399,943		-		-			-		400,000
Deposit on shares to be issued		-		-		-		-		-			300,000		300,000
Issuance of common stock upon the exercise of warrants		2,000,000		20		299,980		-		-			-		300,000
Net loss for the six months
Net loss for the nine months ended
ended February 28, 2013		-		-		-		-		(990,190	)		-		(990,190	)
May 31, 2013		-		-		-		-		(1,394,770	)		-		(1,394,770	)
Balance - February 28, 2013		66,580,912	$	666	$	16,777,500	$	-	$	(17,713,033	)	$	300,000	$	(634,867	)
Balance - May 31, 2013		68,580,912	$	686	$	17,077,480	$	-	$	(18,117,613	)	$	-	$	(1,039,447	)

See notes to unaudited consolidated financial statements.

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LYYNKS INC. AND SUBSIDIARY

(a development stage company)

Consolidated Statements of Cash Flows

(Unaudited)

							Period from
							inception
							(January 31, 2007)
	For the Six Months Ended						through
	For the Nine Months Ended						through
	February 28,			February 29,			February 28,
	May 31,						May 31,
	2013			2012			2013
Cash Flows From Operating Activities:
Net loss	$	(~~990~~1,~~190~~394,770	)	$	~~757~~(1,~~013~~270,395	)	$	(1718,~~713~~117,~~033~~613	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt financing costs		-			-			1,906,933
Depreciation expense		1117,~~357~~252			915,~~876~~189			~~182~~188,~~677~~572
Impairment loss		-			-			1,104,917
Options, warrants and common stock issued for services rendered		-			-			5,753,309
Gain on settlement of prior liabilties		-			-			(508,457	)
Gain on sale of equipment		-			-			(9,000	)
Changes in operating assets and liabilities:
Accounts payable		28(26,~~636~~071	)		(4873,~~810~~729	)		1,~~138~~083,~~005~~298
Accrued expense		(64,~~269~~483	)		174,~~050~~350			8385,~~349~~135
Net cash used in operating activities		(~~956~~1,~~466~~408,072	)		~~735~~(1,~~129~~324,585	)		(8,~~061~~512,~~300~~906	)
Cash Flows From Investing Activities:
Purchase of property and equipment		(5,845	)		(2728,~~325~~146	)		(253,235	)
Software development		-(561,044	)		-			(1,~~109~~670,~~417~~461	)
Net cash used in investing activities		(5566,~~845~~889	)		(2728,~~325~~146	)		(1,~~362~~923,~~652~~696	)
Cash Flows From Financing Activities:
Proceeds from related parties		~~150~~1,553,000			~~585~~725,000			24,~~768~~171,510
Proceeds from sale of equipment		-			-			46,697
Proceeds from issuance of notes payable					-			2,600,000
Repayment of notes payable					-			(500,000	)
Proceeds from issuance of common stock and warrants, net of offering costs		400,000			~~300~~620,000			4,333,599
Deposit on shares to be issued		300,000			-			300,000
Net cash provided by financing acitivities		1,953,000			1,345,000			10,651,806
Net cash provided by financing acitivities		850,000			885,000			9,548,806
Net increase (decrease) in cash		(21,961	)		(7,731	)		215,204
Net increase (decrease) in cash		(112,311	)		1,592,804			124,854
Cash beginning of period		237,165			33,648			-
Cash end of period	$	~~124~~215,~~854~~204		$	125,~~626,452~~917		$	~~124~~215,~~854~~204
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes		-			-
Common stock and warrants issued for payment of accounts payable	$	-		$	70,125		$	166,325
Common stock and warrants issued upon conversion of convertible debt
Common stock and warrants issued upon conversion of covertible debt
and related party debt	$	661,000		$	1,212,000		$	6,800,044
and related party debt	$	661,000		$	-		$	661,000

See notes to unaudited consolidated financial statements.

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Lyynks Inc. and Subsidiary

(a development stage company)

Notes to Unaudited Consolidated Financial Statements

As of and for the ~~Six~~Nine Months Ended ~~February~~May 2831, 2013

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The consolidated balance sheet as of ~~February~~May 2831, 2013 and the consolidated statements of operations, stockholders' deficiency and cash flows for the periods presented have been prepared by Lyynks Inc. (the "Company" or "Lyynks") and are unaudited. The consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made. The information for the consolidated balance sheet as of August 31, 2012 was derived from audited financial statements.

The accompanying consolidated financial statements represent the accounts of Lyynks Inc. incorporated in the State of Nevada on August 23, 2002 (formerly En2go International, Inc.) and En2Go, Inc. (“Subsidiary”), incorporated in the State of Nevada on January 31, 2007 (collectively the Parent and the Subsidiary are referred to as the “Company”, “Lyynks” “we” or “our”).

On July 17, 2007, Parent completed an exchange agreement with Subsidiary wherein Parent issued 2,780,000 shares of its common stock in exchange for all the issued and outstanding common stock of Subsidiary. The acquisition was accounted for as a recapitalization of Subsidiary in a manner similar to a reverse purchase as the former shareholders of Subsidiary controlled the combined Company after the acquisition. Following the acquisition and the transfer of an additional 1,075,000 shares from the shareholders of parent to the former shareholders of the subsidiary, the former shareholders of Subsidiary controlled approximately 77% of the total outstanding stock of the combined entity. There was no adjustment to the carrying values of the assets or the liabilities of Parent or Subsidiary as a result of the recapitalization.

The operations of Parent are included only from the date of recapitalization. Accordingly, the previous operations and retained deficits of Parent prior to the date of recapitalization have been eliminated. The financial history prior to the recapitalization is that of the Subsidiary.

On February 22, 2012 the Company filed a Certificate of Dissolution of Subsidiary En2go Inc. with the Nevada Secretary of State.

On March 8, 2012, the Company filed in Nevada Articles of Merger providing for the merger of its wholly-owned subsidiary, Lyynks, Inc., into the Company, as the surviving corporation, and in the merger changing the Company’s name to Lyynks Inc. In the merger, which was for the sole purpose of changing the Company’s name, there were no other changes to the Articles of Incorporation or any changes to the capital stock of the Company, or to its By-Laws or its officers and directors. Pursuant to FINRA approval, the name change was effective for trading purposes on May 14, 2012.

General

We are developing software products for the online distribution of audio and video content. We would intend to capitalize on the worldwide growth of digital media. We believe our planned programs and applications will enhance the user’s experience with internet content. We plan to provide a service that users can use to deliver their content with a potential global reach. Additionally end users would be able to use our social network integration to share content links to promote content or content providers.

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Basis of Presentation and Going Concern

Our consolidated financial statements have been prepared assuming that we will continue as a going concern. However, we have sustained losses and as of ~~February~~May 2831, 2013, we have no revenues and have a net working capital deficiency and a negative cash flow from operations. These conditions, among others, give rise to substantial doubt about our ability to continue as a going concern. Management is continuing to seek additional equity capital. Until such time as we are operating profitably, we anticipate our working capital needs will be funded with proceeds from equity and debt financing. Management believes these steps will provide us with adequate funds to sustain our continued existence. There is, however, no assurance that the steps taken by management will meet all of our needs or that we will continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Development Stage Activities

Since inception the Company has not yet generated significant revenues and has been defining its business operations and raising capital. All of our operating results and cash flows reported in the accompanying consolidated financial statements from January 31, 2007 through ~~February~~May 2831, 2013 are considered to be those related to development stage activities and represent the cumulative from inception amounts from our development stage activities required to be reported pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, “Development Stage Enterprises”.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended August 31, 2012. There were no significant changes to these accounting policies during the ~~six~~nine months ended ~~February~~May 2831, 2013 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

NOTE 3 – SETTLEMENT OF PRIOR LIABILITIES

We have settled certain payables to reflect the acceptance by these creditors of lesser amounts. Accordingly, amounts accrued with respect to these account holders have been reduced to $-0- from $538,457, and we have recognized other income in that amount in the consolidated statement of operations for the period from inception (January 31, 2007) through ~~February~~May 2831, 2013. No settlements were recognized for the ~~six~~nine months ended ~~February~~May 2831, 2013 and ~~February 29,~~ 2012.

NOTE 4 ~~–FAIR~~- ~~VALUE~~PROPERTY ~~MEASUREMENTS~~AND EQUIPMENT

~~The~~Property ~~Company utilizes the accounting guidance for fair value measurements~~ and ~~disclosures~~equipment ~~for~~consists ~~all~~of ~~financial assets and liabilities that are recognized or disclosed at fair value in~~ the consolidated financial statements on a recurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820, “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as followsfollowing:

Level 1 – Observable inputs such as quoted market prices in active markets

	May 31, 2013		August 31, 2012
Equipment	$	70,733	$	64,888
Accumulated depreciation		43,768		26,516
	$	26,965	$	38,372

~~Level~~Depreciation 2expense –for ~~Inputs~~the ~~other~~nine ~~than~~months ~~quoted~~ended ~~prices~~May in31, ~~active~~2013 ~~markets~~and ~~that~~2011 ~~are~~was ~~either~~$17,252 ~~directly~~and or$15,189, ~~indirectly observable~~respectively.

Level 3 – Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

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AsNOTE of5 ~~February~~– ~~28,~~RELATED ~~2013,~~PARTY the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of cash and cash equivalents. The fair value of the cash and cash equivalents is determined based on quoted market prices in public markets and is categorized as Level 1. The Company does not have any financial assets measured at fair value on a recurring basis as Level 2 or Level 3.TRANSACTIONS

~~The~~During ~~following~~the ~~table~~nine ~~sets~~months ~~forth~~ended byMay ~~level~~31, ~~within~~2013, ~~the~~Richard ~~fair~~Genovese, ~~value~~a ~~hierarchy,~~Director of the Company’s ~~financial~~("Genovese"), ~~assets~~converted ~~accounted~~$661,000 ~~for~~of atdebt ~~fair~~owed ~~value~~to onhim ainto ~~recurring~~6,610,000 ~~basis~~common asshares ofat ~~February~~a ~~28,~~conversion ~~2013~~price ~~and~~per ~~August~~share ~~31,~~of ~~2012~~$0.10.

	Fair Value Measurements Using
	Quoted Prices		Significant Other		Significant Other
	in Active Market		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)
February 28, 2013
Cash and cash equivalents	$	124,854	$	-	$	-
Total	$	124,854	$	-	$	-
August 31, 2012
Cash and cash equivalents	$	237,165	$	-	$	-
Total	$	237,165	$	-	$	-

During the nine months ended May 31, 2013, Janst Limited, an affiliate of the Company (“Janst”), entered into a subscription agreement to purchase 5,714,287 shares of our common stock at $0.07 per share for an aggregate investment in the Company of $400,000.

~~There~~As ~~were~~of noMay ~~changes to the Company’s valuation techniques used to measure asset fair values on a recurring basis during the six months ended February 28~~31, 2013 and ~~the Company did not have any financial liabilities as of February 28~~August 31, ~~2013. The Company has other financial instruments~~2012, ~~such~~the asamount ~~advances~~due ~~and~~Genovese ~~other~~was ~~receivables~~$461,510 ~~accounts payable~~ and ~~other liabilities~~$661,510 ~~notes payable and other assets, which have been excluded from the table above~~respectively. ~~Due~~The toadvances ~~the~~are ~~short~~non-~~term~~interest ~~nature of these instruments, the carrying value of advances and other receivables, accounts payable and other liabilities, notes payable and other assets approximate their fair values~~bearing.

~~NOTE~~As 5of May 31, 2013 and August 31, 2012, the amount due Clayoquot Wilderness Resort, a company which Genovese is a principal, was $100,000 and $-0-, ~~PROPERTY~~respectively. The ~~AND~~advance ~~EQUIPMENT~~is non-interest bearing.

~~Property~~During ~~and~~the ~~equipment~~nine ~~consists~~months ofended ~~the~~May ~~following:~~31, 2013, Richard Genovese exercised 2,000,000 warrants at $0.15 for an aggregate amount of $300,000.

	February 28, 2013		August 31, 2012
Equipment	$	70,733	$	64,888
Accumulated depreciation		37,873		26,516
	$	32,860	$	38,372

During the nine months ended May 31, 2013, Janspec Holdings Limited and affiliated companies, a shareholder of the Company, made advances to the Company of $792,000, evidenced by one year 10% notes of the Company, due December 23, 2013 through May 30, 2014.

~~Depreciation~~NOTE ~~expense~~6 ~~for~~– ~~the~~CONVERTIBLE ~~six months ended February 28, 2013 and February 29, 2012 was $11,357 and $9,876, respectively.~~DEBT

NOTE 6 – RELATED PARTY TRANSACTIONS

During the six months ended February 28, 2013, Richard Genovese, a Director of the Company ("Genovese"), converted $661,000 of debt owed to him into 6,610,000 common shares at a conversion price per share of $0.10.

During the six months ended February 28, 2013, Janst Limited, an affiliate of the Company (“Janst”), entered into a subscription agreement to purchase 5,714,286 shares of our common stock at $0.07 per share for an aggregate investment in the Company of $400,000.

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As of February 28, 2013 and August 31, 2012, the amount due Genovese was $510 and $661,510 respectively. The advances are non-interest bearing.

As of February 28, 2013 and August 31, 2012, the amount due Clayoquot Wilderness Resort, a company which Genovese is a principal, was $100,000 and $-0-, respectively. The advance is non-interest bearing.

During the six months ended February 28, 2013 Richard Genovese deposited $300,000 with the Company for the exercise of 2,000,000 warrants at $0.15. The Company plans to issue the shares issuable as a result of exercise of these warrants in the current fiscal quarter.

During the three months ended February 28, 2013, Janspec Holdings Limited, a shareholder of the Company, made advances to the Company of $75,000 and $75,000, evidenced by one year 10% notes of the Company, due December 23, 2013 and January 13, 2014.

NOTE 7 – CONVERTIBLE DEBT

NSC Investments

In August 2008, we issued a promissory note to NSC Investments Ltd. (“NSC”) in the principal amount of $250,000. Under the terms of this promissory note (the “NSC 2008 Note”), interest is to be prepaid at the commencement of each quarter by us issuing 1,600 shares of our common stock. The unpaid principal balance of the promissory note was due and payable in full on the sale of any assets of the Company or November 1, 2008. Further consideration for the loan consisted of 15,000 shares of our common stock at the funding, 5,000 shares of our common stock at the beginning of the next month, and 10,000 shares at the beginning of the next month. This promissory note was extended until February 1, 2009. We agreed to pay 3,900 shares of our common stock as interest and additional issuance of 10,000 shares of our common stock for additional compensation. The promissory note was further extended to May 1, 2009 and we agreed to make payments on the principal of $50,000 by February 15, 2009; repay a further $100,000 by May 1, 2009; issue 3,000 shares of our common stock as interest and additional issuance of 20,040 shares of our common stock for additional compensation. All the terms of the amended agreement were complied with. The remaining $100,000 plus accrued interest was convertible at NSC’s option at $2.00 per share on or before May 1, 2010. Pursuant to ASC 470-25-20, the modification of the Note agreement was not treated as an extinguishment but rather reduced the carrying amount of the debt through an adjustment to the note discounts, with a corresponding increase in additional paid-in capital.

In November 2010, the Company entered into an agreement with NSC Investments Ltd. to issue 585,000 units (“Units”), at a price per Unit of $.20, each Unit consisting of one share of common stock and a common stock purchase warrant to purchase one share of common stock at an exercise price of $.30 per share, to settle the remaining balance of the $100,000 of principal debt and $17,500 of accrued interest. The fair value of the warrants issued was $90,938.

2009 Convertible Debentures

On January 15, 2009 we entered into an agreement with Genovese whereby Genovese and/or his affiliates (collectively “Genovese”) advanced to the Company $250,000 for a convertible debenture or debentures (“the 2008 Genovese Convertible Debenture”) for the aggregate principal amount of $250,000. The 2008 Genovese Convertible Debenture was non-interest bearing and matured on December 5, 2010. At the holder’s sole discretion, the holder could elect to convert the 2008 Genovese Convertible Debenture, in whole or in part into common shares of the Company at a conversion price of $0.10 per share. As additional compensation, Genovese was issued a share purchase warrant certificate for 2,500,000 warrants, with each warrant exercisable into one common share at $0.15 per share for a period of three years commencing from the date of the issuance of the warrant certificate. The Company and Genovese further agreed to establish five (5) mutually agreed upon milestones to be attained no later than September 2009 with each milestone generally occurring approximately every forty five (45) days. In conjunction with the attainment of each individual milestone, Genovese agreed to advance to the Company an additional $250,000. In connection with each $250,000 advance, Genovese would be issued an additional $250,000 Debenture. The 2008 Genovese Convertible Debentures were non interest bearing and mature two years from the date of issuance of each subsequent debenture (“2009 Convertible Debentures”). At the holders’ sole discretion, the holder could elect to convert the 2009 Convertible Debentures, in whole or in part, at any time prior to maturity, into common shares of the Company at a conversion price of $0.10 per share.

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As additional compensation, Genovese was issued a share purchase warrant certificate for 2,500,000 warrants with each warrant exercisable into one common share at $0.15 per share for a period of three years commencing from the date of the issuance of the warrant certificate for each Convertible Debenture issued. The 2008 Genovese Convertible Debenture was subsequently amended for an aggregate principal amount of $545,000. Additional 2008 Convertible Debentures for $455,000, $250,000, and $50,000 and $195,000 were issued during the year ended August 31, 2009. In April 2009, the amount of 2009 Convertible Debentures available to be issued was increased by $255,000 for an aggregate of $1,750,000.

As of August 31, 2009 a total of $1,750,000 principal amount of 2009 Convertible Debentures had been issued. The amount of the Debentures outstanding at August 31, 2009 was classified as “permanent equity” as capital in excess of par value and a corresponding amount was recorded as a discount against the note payable. This discount was amortized over 24 months on a straight-line basis as interest expense. On September 25, 2009, all issued 2009 Convertible Debentures were converted into 17,500,000 shares of common stock.

Janst Limited

In April 2009, we entered into a loan agreement with Janst Limited for $250,000. The terms of the loan were that the loan bears interest at 15% per annum, matured on May1, 2010, and that the principal and accrued interest is convertible into common stock at the rate of $0.35 per share.

In November 2010, the Company entered into an agreement with Janst Limited to issue 1,515,625 units (“Units”), at a price per Unit of $.20, each Unit consisting of one share of common stock and a common stock purchase warrant to purchase one share of common stock at an exercise price of $.30 per share, to settle the $250,000 of principal debt and $53,125 of accrued interest. The fair value of the warrants issued was $35,250. The fair value of the warrants was estimated using the Black-Scholes pricing method.

NOTE 87 - COMMON STOCK

Effective December 7, 2011 the Company filed an amendment to its Articles of Incorporation (1) to increase our authorized Common Stock from 90,000,000 shares to 1,000,000,000 shares and (2) to authorize a new class of 10,000,000 shares of Preferred Stock with authority for our Board of Directors to issue one or more series of the preferred stock with such designations, rights, preferences, limitations and/or restrictions as it should determine by vote of a majority of such directors. As of ~~February~~May 2831, 2013, no shares of preferred stock have been issued.

The Company has authorized 1,000,000,000 shares of common stock with a par value of $.00001 per share. At ~~February~~May 2831, 2013 and August 31, 2012, the Company had 6668,580,912 and 54,256,626 shares of common stock issued and outstanding, respectively.

On April 10, 2007, the Company completed a forward stock split by issuing two additional shares of common stock for every one share previously issued.

On July 17, 2007, in connection with its Exchange Agreement with the Subsidiary, Parent issued 2,780,000 shares of its previously authorized but unissued common stock in exchange for all the issued and outstanding common stock of Subsidiary. The 2,780,000 shares have been reflected as though they were issued at the inception of the Subsidiary, with a reverse merger adjustment that represents the shareholders of the public shell at the time of the recapitalization.

During July, 2007, in connection with its Exchange Agreement with Subsidiary, Parent issued 100,000 shares of common stock to private placement subscribers at $10.00 per share.

On October 31, 2007 the Board of Directors approved the issuance of a private placement memorandum for 135,000 shares of common stock at $10.00 per share. On January 22, 2008, we completed a private placement of 135,000 shares of our common stock at a purchase price of $10.00 per share to persons who were not “U.S. Persons” within the meaning of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Also, stock offering costs of $91,401 have been recorded against capital in excess of par value.

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During November 2007, the Board of Directors authorized the granting of options to purchase 200,000 shares of common stock at $10.00 per share. The fair value of each option granted is estimated on the date granted using the Black-Scholes option pricing model with the following weighted-average assumptions; risk-free interest rates of 4.4%, expected dividend yields of zero, expected life of 10 years, and expected volatility of 147.95%. The options vested immediately and were valued in total at $2,366,186. Options granted under the Plan are subject to the Plan being approved by the stockholders of the Company within one year from the date the Plan was adopted.

On January 22, 2008, the Company completed a private placement of 135,000 shares of its common stock at a purchase price of $10.00 per share to persons who were not “U.S. Persons” within the meaning of Regulation S ~~(“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)~~. The Company received gross proceeds from the placement of $1,350,000 and net proceeds of approximately $1,258,600 after deducting $30,000 in placement fees paid to registered investment dealers in Canada and other offering costs.

In August 2008, we issued the NSC 2008 Note in the principal amount of $250,000. In November 2010, the Company entered into an agreement with NSC Investments Ltd. to issue 585,000 units (“Units”), at a conversion price per Unit of $.20, each Unit consisting of one share of common stock and a common stock purchase warrant to purchase one share of common stock at an exercise price of $.30 per share, to settle the remaining balance of the $100,000 of principal debt and $17,500 of accrued interest on the NSC 2008 Note.

During August 2008, the Company issued 45,000 warrants valued at approximately $338,000 to purchase stock for services rendered. The warrants vest over various terms. During the year ended August 31, 2009, the Company recognized compensation expense of $216,479. The fair value of each warrant granted is estimated on the date granted using the Black-Scholes option pricing model with the following weighted average assumptions: risk free interest rates of 3.74% to 3.97%, expected dividend yields of zero, expected life of 10 years and expected volatility of 136.94% to 140.60%.

During the fiscal year ended August 31, 2008, the Company authorized the issuance of 100,000 shares of common stock to Mr. Steve Wozniak. The shares were valued at $1,850,000 based on the fair market value of the stock on the date the shares were issued.

In September 2008, we entered into a subscription agreement with Richard Genovese and/or his affiliates (collectively “Genovese”), pursuant to which Genovese purchased 100,000 shares of our common stock and 100,000 warrants with an exercise price of $1.50 for $150,000.

In October 2008, we entered into an agreement with Euro Trend Trader, Inc. (“ETT”) to provide investor relations and public relations. We agreed to pay ETT $5,000 start up fees and $3,000 per month thereafter. Additionally, we issued ETT 20,000 shares of our common stock for coverage of the Company by a registered market maker and an additional 10,000 for investor relations services.

In November 2008, we borrowed $5,000 from a consultant to the Company which was payable by December 6, 2008. The lender was to receive 200 shares of our common stock per month as interest and an additional consideration of 25,000 warrants with an exercise price of $0.25. In February 2009 we repaid the principal and interest in full and did not issue any shares or warrants.

In November 2008 we issued 5,000 shares of our common stock to Howard Family Trust as a bonus in consideration of the Company’s failure to pay rent on a timely basis. The shares were valued at $14,000 based on the fair market value of the stock on the date the shares were issued.

In May 2009, we entered into a subscription agreement with Robert Kolson, pursuant to which Mr. Kolson purchased 75,000 shares of our common stock and 37,500 warrants with an exercise price of $3.00 for $150,000.

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During the year ended August 31, 2009, the Company issued an aggregate of $1,750,000 in 2009 Convertible Debentures. At the holder's sole discretion, the holder was entitled to convert the Debentures, in whole or in part into common shares of the Company at a conversion price of $0.10 per share. As additional compensation, in conjunction with the issuance of the 2009 Convertible Debentures, the Company issued 17,500,000 share purchase warrant certificates with each warrant exercisable into one common share at $0.15 per share for a period of three years commencing from the date of the issuance of the warrant certificate. On September 25, 2009 all of the $1,750,000 of 2009 Convertible Debentures were converted into 17,500,000 common shares and 17,500,000 share purchase warrants exercisable at $0.15 per share remained outstanding.

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On September 15 2009, the Company completed a reverse stock split on a one to ten (1:10) basis, such that each shareholder following the reverse split held one new share for every ten shares previously held. The Company’s share transactions disclosed in the financial statements have been restated retroactively to reflect the reverse stock split for all periods presented.

On October 30, 2009 we entered into a subscription agreement with Janspec Holdings Limited ~~("Janspec")~~, pursuant to which Janspec purchased 428,572 common shares and 428,572 warrants with an exercise price of $0.60 for $150,000.

On November 7, 2009 we entered into a subscription agreement with Peninsula Merchant Syndications Corp. ("Peninsula"), pursuant to which Peninsula purchased 285,715 shares of our common stock and 285,715 warrants with an exercise price of $0.60 for $100,000.

On November 9, 2009, we issued 32,000 common shares to Weintraub Genshlea Chediak in lieu of outstanding legal services provided to the Company. The shares were valued at $11,200 based on the fair market value of the stock on the date that the shares were issued.

On November 13, 2009 we entered into a subscription agreement with Robert Kolson, pursuant to which Mr. Kolson purchased 285,715 shares of our common stock and 285,715 warrants with an exercise price of $0.60 for $100,000.

On January 20, 2010 we issued 170,000 common shares to Howard Family Trust in lieu of outstanding rent, property taxes and insurance. The shares were valued at $85,000 reflective of the fair market value of the stock on the date the shares were issued.

On November 8, 2010, we entered into a subscription agreement with Janst Limited, pursuant to which Janst purchased 1,250,000 shares of our common stock and 1,250,000 warrants with an exercise price of $.30 for $250,000.

On November 8, 2010, we entered into a subscription agreement with NSC Investments Ltd., pursuant to which NSC purchased 250,000 shares of our common stock and 250,000 warrants with an exercise price of $.30 for $50,000.

On November 8, 2010, we entered into a subscription agreement with Richard Genovese., pursuant to which Mr. Genovese purchased 250,000 shares of our common stock and 250,000 warrants with an exercise price of $.30 for $50,000.

On December 13, 2010, we entered into a subscription agreement with Musgrave Investments Ltd., pursuant to which Musgrave purchased 500,000 shares of our common stock and 500,000 warrants with an exercise price of $.30 for $100,000.

On May 6, 2011, we entered into a subscription agreement with Richard Genovese, pursuant to which Mr. Genovese purchased 600,000 shares of our common stock and 600,000 warrants with an exercise price of $.10 for $30,000.

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On July 26, 2011, we entered into a subscription agreement with a private investor. The investor purchased 500,000 shares of our common stock and 500,000 warrants with an exercise price of $.10 for $25,000.

The fair value of the warrants issued in connection with the sale of common stock during the year ended August 31, 2011 was $151,496. The fair value of the warrants was estimated using the Black Scholes pricing method.

On November 22, 2011, we entered into a subscription agreement with a private investor. The investor purchased 2,666,667 shares of our common stock for an aggregate investment in the Company of $200,000.

On December 5, 2011, the Company entered into a subscription agreement with a private investor. The investor purchased 400,000 shares of our common stock and 400,000 warrants with an exercise price of $0.25 per share for an aggregate investment in the Company of $100,000.

On May 1, 2012, we entered into a subscription agreement with a private investor. The investor purchased 100,000 shares of our common stock for an aggregate investment in the Company of $20,000.

On May 2, 2012, we entered into subscription agreements with two private investors. The investors purchased 1,500,000 shares of our common stock for an aggregate investment in the Company of $300,000.

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On August 8, 2012, we entered into a subscription agreement with a private investor. The investor purchased 3,000,000 shares of our common stock for an aggregate investment in the Company of $300,000.. The fair value of the warrants issued in connection with the sale of common stock during the year ended August 31, 2012 was $64,200. The fair value of the warrants was estimated using the Black Scholes pricing method.

On October 16, 2012, the Company issued 5,714,286 shares to Janst Limited at a purchase price of $0.07 per share for an investment of $400,000.

During the ~~six~~nine months ended ~~February~~May 2831, 2013 Richard Genovese ~~deposited~~exercised ~~$300,000 with the Company for the exercise of~~ 2,000,000 warrants at $0.15. ~~The~~and ~~Company~~converted ~~plans~~$661,000 toof ~~issue~~debt ~~the~~owed ~~shares~~to ~~issuable~~him asinto a6,610,000 ~~result~~common ofshares ~~exercise~~at ofa ~~these~~conversion ~~warrants~~price inper ~~the~~share ~~current~~of ~~fiscal quarter~~$0.10.

NOTE 98 – OPTIONS AND WARRANTS

Stock Options

During November, 2007 the Board of Directors of the Company adopted and the stockholders at that time approved the 2007 Stock Plan (“the Plan”). The Plan provides both for the direct award or sale of shares and for the granting of options to purchase shares. Options granted under the plan may include qualified and non-qualified stock options. The aggregate number of shares that may be issued under the plan shall not exceed 750,000 shares of common stock, and are issuable to directors, officers, and employees of the Company. Awards under the plan will be granted as determined by Committees of the Board of Directors or by the Board of Directors. The options will expire after 10 years or 5 years if the option holder owns at least 10% of the common stock of the Company. The exercise price of a non-qualified option must be at least 85% of the market price on the date of issue. The exercise price of a qualified option must be at least equal to the market price or 110% of the market price on the date of issue if the option holder owns at least 10% of the common stock of the Company.

In November 2007, 200,000 stock options were granted with an exercise price equal to fair value at the date of grant. The term of the options granted under the Plan could not exceed 10 years and the stock options granted were vested immediately.

On August 1, 2008, we agreed to issue 30,000 stock options to certain board members for their services to the board.

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On September 1, 2008 we granted 15,000 stock options to a certain officer and board member for his services performed as Chair of the Audit Committee and Chair of the Compensation Committee. The estimated value of the compensatory common stock purchase options granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions: expected term of 10 years, a risk free interest rate of 3.97% to 4.40%, a dividend yield of 0% and volatility of 136.94% to 147.95%.

During the ~~six~~nine months ended ~~February~~May 2831, 2013 and ~~February 29,~~ 2012, the amount of the expense charged to operations for compensatory options granted in exchange for services was $-0- and $-0-, respectively.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and non-employees of the Company. These options were granted in lieu of cash compensation for services performed.

	Shares		Weighted Average Exercise Price
Outstanding, September 1, 2012		-0-	$	-0-
Granted		-		-
Expired/Cancelled		-		-
Exercised		-		-
Outstanding, period ended November 30, 2012		-0-	$	-0-
Outstanding, period ended May 31, 2013		-0-	$	-0-
Exercisable at November 30, 2012		-0-	$	-0-
Exercisable at May 31, 2013		-0-	$	-0-

~~Stock Warrants~~-13-

During the six months ended February 28, 2013, the Company issued no warrants in connection with the sales of common stock and conversion of debt into common stock.

	Warrants		Weighted Average Exercise Price
Outstanding, September 1, 2012		32,440,625	$0.18
Granted		-0-	$-0-
Expired/Cancelled		-0-	$-0-
Exercised
Outstanding, period ended February 28, 2013		32,440,625	$0.18
Exercisable, period ended February 28, 2013		32,440,625	$0.18

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	Warrants Outstanding						Warrants Exercisable
Year	Exercise Price		Number of Warrants Outstanding		Weighted Average Contractual Life (Years)		Number Exercisable		Weighted Average Exercise Price
2008	$	2.00		100,000		0.15		100,000		2.00
2009		0.15		*10,000,000		0.92		10,000,000		0.15
2009		0.15		*2,500,000		0.97		2,500,000		0.15
2009		0.15		*500,000		1.00		500,000		0.15
2009		0.15		*1,700,000		1.14		1,700,000		0.15
2009		0.15		*150,000		1.16		150,000		0.15
2009		0.15		*50,000		1.18		50,000		0.15
2009		0.15		*50,000		1.20		50,000		0.15
2009		0.15		*500,000		1.47		500,000		0.15
2009		0.15		*2,050,000		1.47		2,050,000		0.15
2011		0.30		6,600,625		2.75		6,600,625		0.30
2011		0.30		500,000		2.85		500,000		0.30
2011		0.10		6,840,000		3.25		6,840,000		0.10
2011		0.10		500,000		3.36		500,000		0.10
2012		0.25		400,000		3.71		400,000		0.25
Total				32,440,625				32,440,625

Stock Warrants

AsDuring ofthe ~~February~~nine 28months ended May 31, 2013, ~~1,000,002 of~~ the Company's issued no warrants in connection with the sales of common stock and ~~outstanding~~conversion ~~warrants~~of ~~have~~debt ~~expired~~into common stock.

	Warrants			Weighted Average Exercise Price

Outstanding, September 1, 2012		32,440,625	$	0.18

Granted		-0-		-0-

Expired/Cancelled		-0-		-0-

Exercised		2,000,000	$	0.15

Outstanding, period ended May 31, 2013		30,440,625	$	0.18

Exercisable, period ended May 31, 2013		30,440,625	$	0.18

	Warrants Outstanding						Warrants Exercisable
Year	Exercise Price		Number of Warrants Outstanding		Weighted Average Contractual Life (Years)		Number Exercisable		Weighted Average Exercise Price
2008	$	2.00		100,000		0.15		100,000		2.00
2009		0.15		*8,000,000		0.67		8,000,000		0.15
2009		0.15		*2,500,000		0.72		2,500,000		0.15
2009		0.15		*500,000		0.75		500,000		0.15
2009		0.15		*1,700,000		0.89		1,700,000		0.15
2009		0.15		*150,000		0.91		150,000		0.15
2009		0.15		*50,000		0.93		50,000		0.15
2009		0.15		*50,000		0.95		50,000		0.15
2009		0.15		*500,000		1.22		500,000		0.15
2009		0.15		*2,050,000		1.22		2,050,000		0.15
2011		0.30		6,600,625		2.50		6,600,625		0.30
2011		0.30		500,000		2.60		500,000		0.30
2011		0.10		6,840,000		3.00		6,840,000		0.10
2011		0.10		500,000		3.11		500,000		0.10
2012		0.25		400,000		3.46		400,000		0.25
Total				30,440,625				30,440,625

As of May 31, 2013, 1,000,002 of the Company's issued and outstanding warrants have expired.

* The 17,500,000 warrants (“2009 Warrants”) issued in conjunction with the 2009 Convertible Debentures are subject to an anti-dilution provision that states that each of the 2009 Warrants is exercisable into one common share at $0.15 per share for a period of three years commencing from the date of the issuance of the warrant certificate. On January 30, 2013, the Company extended respective exercise dates of the 2009 Warrants for a second additional year from their original expiry dates.

~~NOTE 10~~ - ~~INCOME TAXES~~14-

The Company followed the provisions of ASC 740, “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits. The Company believes there are no potential uncertain tax positions and all tax returns are correct as filed. Should the Company recognize a liability for uncertain tax positions; the Company will separately recognize the liability for uncertain tax positions on its balance sheet. Included in any liability for uncertain tax positions, the Company will also record a liability for interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes.

Substantial changes in the company’s ownership have occurred, and therefore there is an annual limitation of the amount of Parent’s pre-acquisition net operating loss carryforward which can be utilized. Accordingly, only the post-acquisition net operating loss carryforward has been included for Parent.

The Company has not made provision for income taxes in the six months ended February 28, 2013 and February 29, 2012, respectively, since the Company has the benefit of net operating losses carried forward in these periods.

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NOTE 9 - INCOME TAXES

The Company adopted the provisions of ASC 740, “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits. The Company believes there are no potential uncertain tax positions and all tax returns are correct as filed. Should the Company recognize a liability for uncertain tax positions; the Company will separately recognize the liability for uncertain tax positions on its balance sheet. Included in any liability for uncertain tax positions, the Company will also record a liability for interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes.

The Company has not made provision for income taxes in the nine months ended May 31, 2013 and 2012, respectively, since the Company has the benefit of net operating losses carried forward in these periods.

NOTE 10 – INTANGIBLE ASSETS

Purchased software is measured at cost less accumulated amortization. Expenditures on internally developed software is capitalized when the expenditure qualifies as development activities; otherwise it is recognized in the statement of operations when incurred.

As of May 31, 2013, the Company capitalized $561,044 of software development costs incurred under a Software Development Agreement entered into in January 2013. Amortization will be recorded beginning in the subsequent quarter.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Consulting Agreement

Effective September 1, 2010, the Company entered into a consulting agreement with, L.A. Dreamline II, LLC, a marketing consultant (a related party), for a monthly consulting fee of $15,000. The consulting agreement is for a term of 25 months. For the ~~six~~nine months ended ~~February~~May 2831, 2013 and ~~February 29,~~ 2012, the Company paid the related party $90135,000 and $90135,000, respectively.

Software Maintenance Agreement

Under a Software Maintenance Agreement entered into in June 2013 with the software developer under the January 2013 Software Development Agreement, the Company agreed to a software maintenance fee of $62,640 per month for the six months July 1 through December 31, 2013.

NOTE 12 – LEGAL PROCEEDINGS

We are party to the following litigation matter.

Stride & Associates. We are a defendant in a suit filed September 2, 2009 by Stride & Associates, Inc. in the Superior Court of California, Los Angeles Superior Court-North Central District, for the amount of $19,500, plus interest, for services allegedly rendered by the plaintiff to the Company in connection with personnel placement. The plaintiff has filed a judgment in the amount of $21,620 against us in this litigation, and the Company has accrued the full amount. We intend to settle this matter.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto and the other financial information included elsewhere in this report.

Certain statements contained in this report, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

LYYNKS Overview

We are an entertainment software technology company that is developing media and entertainment related distribution applications for the online distribution of any content, including audio and video content. Our software application under development is called Lyynks, an application that delivers any content to a user’s computer desktop television set, tablet or smart phone. Lyynks is being developed as a global Internet content broadcast platform that can facilitate for its customers the online distribution of music, television, movies, graphics, interactive advertising and social media.

On March 8, 2012, the Company filed in Nevada Articles of Merger providing for the merger of its wholly-owned subsidiary, Lyynks, Inc., into the Company, as the surviving corporation, and in the merger changing the Company’s name to Lyynks Inc., effective upon approval for trading purposes by FINRA. In the merger, which was for the sole purpose of changing the Company’s name, there were no other changes to the Articles of Incorporation or any changes to the capital stock of the Company, or to its By-Laws or its officers and directors. Pursuant to FINRA approval, the change of our name to Lyynks Inc. was effective May 14, 2012.

Critical Accounting Policies and Estimates

Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR60") issued by the SEC, suggests that companies provide additional disclosure and commentary on those accounting policies considered most critical. FRR 60 considers an accounting policy to be critical if it is important to the Company's financial condition and results of operations, and requires significant judgment and estimates on the part of management in its application. For a summary of the Company's significant accounting policies, including the critical accounting policies discussed below, see the accompanying notes to the consolidated financial statements.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. The following accounting policies require significant management judgments and estimates:

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The Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows expected to be generated by those assets are less than the carrying amount of those items. The Company’s cash flow estimates are based on limited operating history and have been adjusted to reflect management’s best estimate of future market and operating conditions. The net carrying values of assets deemed not recoverable are reduced to fair value. The Company’s estimates of fair value represent management’s best estimates based on industry trends.

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We account for equity instruments issued to consultants and vendors in exchange for goods and services in accordance with the provisions of ASC topic 505-50, “Equity Based Payments to Non-Employees”, (formerly EITF Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods or Services”), and ASC 470-20-25, “Debt with Conversion and Other Options (“ASC 470-20-25”). The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with ASC 470-20-25, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expenses in its consolidated balance sheet.

Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives. Software and capitalized development costs related to technology are amortized over five years. Purchased software is measured at cost less accumulated amortization. Expenditures on internally developed software are capitalized in the statement of operations when incurred. As of May 31, 2013, the Company capitalized $561,044 of software costs and amortization will be recorded beginning in the subsequent quarter.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There is no assurance that actual results will not differ from these estimates.

See footnotes in the accompanying financial statements regarding recent financial accounting developments.

Results of Operations

~~Six~~Nine Months Ended ~~February~~May 2831, 2013 and ~~February 29,~~ 2012

We had a net loss of $~~990~~1,~~190~~394,770 for the ~~six~~nine months ended ~~February~~May 2831, 2013 compared to a net loss of $~~757~~1,~~013~~270,395 for the ~~six~~nine months ended ~~February~~ 29May 31, 2012.

Operating Expenses: Operating expenses were $~~990~~1,~~190~~387,426 and $~~757~~1,~~013~~270,395 for the ~~six~~nine months ended ~~February~~May 2831, 2013 and ~~February 29,~~ 2012, respectively. The increase of $~~233~~124,~~177~~375 was primarily due to an increase in operating expenses, including salaries and wages.

Other income (expense): Other income (expense) was $(7,344) and $-0- for the ~~six~~nine months ended ~~February~~May 2831, 2013 and ~~February~~May 2931, 2012, respectively, due to the Company having incurred interest expense of $7,344 in 2013 as compared to $-0- in 2012.

As of the date of this report, we have not generated any revenues. As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses.

We are a development stage company and are in the early stages of developing our products and services. We have not yet successfully developed any of our products and services to the final completion stage. The diversity of our products, the competitive entertainment industry, lack of liquidity and the current economic downturn, make it difficult for us to project our near-term results of operations. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

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Liquidity and Capital Resources

As of ~~February~~May 2831, 2013, we had a stockholders deficit of $~~634~~1,~~867~~039,447 and a working capital deficit inof ~~the same amount~~$1,627,456. At ~~February~~May 2831, 2013, total assets ~~decreased~~increased to $~~157~~803,~~714~~213, from total assets of $275,537 at August 31, 2012. The ~~decrease~~increase is primarily due to the ~~loss~~capitalization ~~from~~of ~~operations~~software costs incurred in the three month period ended May 31, 2013, resulting in athe ~~lower~~addition ~~cash~~of ~~position~~software development costs in the amount of $561,044 to the balance sheet assets at ~~February~~May 2831, 2013.

Net cash used in operating activities was $~~956~~1,~~466~~408,072 and $~~778~~1,~~897~~324,585 for the ~~six~~nine months ended ~~February~~May 2831, 2013 and ~~February 29,~~ 2012, respectively. The increase of $~~177~~207,~~569~~862 in cash used by operating activities was primarily due to the increase in operating expenditures, including ~~legal~~salaries and ~~accounting costs~~wages. Net cash used in investing activities was $5566,~~845~~889 and $2728,~~325~~146 for the ~~six~~nine months ended ~~February~~May 2831, 2013 and ~~February 29,~~ 2012, respectively. ~~Investing~~Cash used in investing activities in the nine months ended May 31, 2013 was $566,889 for the ~~six~~nine months ended ~~February~~May 2831, 2013, ~~were~~including $561,044 of capitalized software development costs, and purchases of equipment of $5,845, as compared with cash used in investing activities in 2012 of $28,146, attributable to the purchase of computers and office equipment. Net cash provided by financing activities was $~~850~~1,953,000 and $~~885~~1,345,000 for the ~~six~~nine months ended ~~February~~May 2831, 2013 and ~~February 29,~~ 2012, respectively. During the ~~six~~nine months ended ~~February~~May 2831, 2013, the Company received advances from related parties of $~~150~~1,253,000, proceeds of $400,000 from the sale of common stock and warrants, and Richard Genovese, a Director of the Company ("Genovese" ), ~~converted~~exercised ~~$300,000~~warrants ~~of debt owed~~ to ~~him~~purchase ~~as a deposit on~~ 2,000,000 ~~common~~ shares ~~to be issued upon the exercise~~ of ~~warrants~~common ~~held~~stock ~~by Genovese~~ at an exercise price ~~per share~~ of $0.15 per share. As of ~~February~~May 2831, 2013 and August 31, 2012, the amounts of advances due Genovese were $461,510 and $661,510, respectively. In the nine months ended May 31, 2013, Clayoquot Wilderness Resort Ltd. (“Clayoquot”), a company controlled by Genovese, made an advance of $100,000 to the Company. The Genovese advances, and the Clayoquot advance, are non-interest bearing. During the period December 24, 2012 to May 31, 2013, Janspec Holdings Limited (“Janspec”), a shareholder of the Company, and a Janspec related company made advances to the Company aggregating $792,000, each advance evidenced by a one year 10% note of the Company.

We are a development stage company ~~and are in the early stages of developing our products and services~~. We have ~~not yet~~ successfully developed ~~any of~~ our ~~products~~core product and ~~services~~are tocurrently in the ~~final~~product completion stage. The diversity of our products, the competitive entertainment industry, lack of liquidity and the current economic downturn, make it difficult for us to project our near-term results of operations. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

The Company has suffered recurring losses from operations and has an accumulated deficit of $1718,~~713~~117,~~033~~613 at ~~February~~May 2831, 2013. Primarily as a result of our recurring losses and our lack of liquidity, the Company has received a report from our independent auditors that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. We have delayed payment of a substantial amount of accounts payable and accrued expenses and reduced our expenses to a minimum level. Our existing cash and cash equivalents will not be sufficient to fund our operations. Unless we ~~receive liquidity from new purchase orders,~~ obtain additional capital, loans or sell or license assets, we may be required to seek to reorganize our business or discontinue operations and liquidate our assets. There can be no assurance that the Company will be able to secure sufficient financing or on terms acceptable to the Company. If additional funds are raised through the issuance of equity securities, the percentage ownership of our current stockholders is likely to or will be reduced.

Going Concern Uncertainties

As of the date of this report, there is doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders.

Commitments and Contractual Obligations

We did not have any commitments or contingencies as at February 28, 2013.

Off-Balance Sheet Arrangements

As of ~~February~~May 2831, 2013, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.

As of ~~February~~May 2831, 2013, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Controls

There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's chief executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.

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PART II — . OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are party to the following litigation matter.

Stride & Associates. We are a defendant in a suit filed September 2, 2009 by Stride & Associates, Inc. in the Superior Court of California, Los Angeles Superior Court-North Central District, for the amount of $19,500, plus interest, for services allegedly rendered by the plaintiff to the Company in connection with personnel placement. The plaintiff has filed a judgment in the amount of $21,620.27 against us in this litigation, and the Company has accrued the full amount. We intend to settle this matter.

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

The table below shows the Company’s sales of unregistered securities for the Company’s fiscal quarter ended May 31, 2013.

Date	Title and Amount	Purchaser	Principal Underwriter	Total Offering Price/Underwriting Discounts
April 12, 2013	2,000,000 shares of common stock issued pursuant to the exercise of a common stock purchase warrant, at an exercise price of $.15 per share.	Director.	NA	$0.15 per share/NA

The Company believes that the above transaction is exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), pursuant to the provisions of Regulations S, promulgated by the Securities and Exchange Commission under the Securities Act.

ITEM 6. EXHIBITS

(a)

Exhibits

31		Certification of Chief Executive and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32		Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. **

*				Filed herewith.
**				Furnished herewith.

SEC Ref. No.		Title of Document
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

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SIGNATURES

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

		LYYNKS INC. (Registrant)
Date: April 22, 2013		By: /s/ ROBERT ROSNER Robert Rosner
Date: July 17, 2013		By: /s/ROBERT ROSNER Robert Rosner
		President, Chief Executive and Chief Financial Officer

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