UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, ~~2011~~2012

¨[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____

Commission file Number: 000-52511

BIZZINGO, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

98-0471052

(I.R.S. Employer Identification Number)

63 Main Street, #202, Flemington, New Jersey 08822

(Address of principal executive offices)

(908) 968-0838

(Issuer'’s telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

¨Indicate ~~Yes~~by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ x] Yes [X] No

Indicate by check mark ifwhether the registrant is(1) ~~not~~has filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant~~by to Section 13 or ~~Section~~ 15(d) of the Exchange Act during the past 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. [X] Yes [ ] 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.

x Yes ¨ 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 ¨ No

(Does not currently apply to the Registrant)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨[ ]

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

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non–accelerated filer ¨[ ] (Do not check if a smaller reporting company) Smaller reporting company x[X]

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

¨At ~~Yes~~September x6, No2012, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the quoted price of $0.07 at which the common equity was sold was approximately $1,011,610. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

AtAs ~~August~~of 15September 6, ~~2011~~2012, the ~~aggregate~~number ~~market value~~ of ~~the~~shares outstanding ~~voting and non-voting common equity held by non-affiliates computed by reference to the quoted price~~ of ~~$0.40~~our ~~at which the~~ common ~~equity~~stock was ~~sold was approximately $15~~112,~~222~~434,~~090.~~525 ~~Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates~~shares. ~~This determination of affiliate status is not necessarily a conclusive determination for other purposes.~~

As of August 15, 2011, the number of shares outstanding of our common stock was 66,780,576 shares.

TABLE OF CONTENTS

PART I	3
		Pages
Item 1. Business	3
PART I
Product Development	7
Item 1. Business		3
Item 1A. Risk Factors.	8
Product Development		8
Item 1B. Unresolved Staff Comments.	18
Item 1A. Risk Factors.		9
Item 2. Properties.	18
Item 1B. Unresolved Staff Comments.		19
Item 3. Legal Proceedings.	18
Item 2. Properties.		19
Item 4. [Removed and Reserved.]	18
Item 3. Legal Proceedings.		19
PART II	18
Item 4. Mine Safety Disclosure		19
Item 5. Market for Registrant’s Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	18
PART II
Item 6. Selected Financial Data.	23
Item 5. Market for Registrant’s Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 6. Selected Financial Data.		22
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.	30
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		22
Item 8. Financial Statements.	30
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.		28
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	50
Item 8. Financial Statements and Supplementary Data.		28
Item 9A. Controls and Procedures.	51
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.		29
Item 9B. Other Information.	53
Item 9A(T). Controls and Procedures.		29
PART III	54
Item 9B. Other Information.		31
Item 10. Directors, Executive Officers and Corporate Governance.	54
PART III
Item 11. Executive Compensation.	58
Item 10. Directors, Executive Officers and Corporate Governance.		32
Item 12. Security Ownership of Certain Beneficial owners and Management and Related Stockholder Matters.	59
Item 11. Executive Compensation.		37
Item 13. Certain Relationships and Related Transactions, and Director Independence.	60
Item 12. Security Ownership of Certain Beneficial owners and Management and Related Stockholder Matters.		38
Item 14. Principal Accounting Fees and Services.	60
Item 13. Certain Relationships and Related Transactions, and Director Independence.		39
PART IV	61
Item 14. Principal Accounting Fees and Services.		40
Item 15. Exhibits and Financial Statement Schedules.	61
PART IV
Item 15. Exhibits and Financial Statement Schedules.		41

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of Bizzingo, Inc. contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. These forward-looking statements include, but are not limited to, statements related to our ability to raise sufficient capital to finance our planned operations, our ability to develop or market our products, our ability to successfully compete in the marketplace, our ability to secure additional technologies and licenses relevant to our business, our ability to protect our intellectual property, and estimates of our cash expenditures for the next 12 to 36 months. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.

These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. The “Risk Factors” section of this Form 10-K sets forth detailed risks, uncertainties and cautionary statements regarding our business and these forward-looking statements.

We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

Item 1. Business

The following describes the business of Bizzingo, Inc. (formerly Phreadz, Inc.) Whenever the terms “our,” “we” “us” and the “Company” are used herein they refer to Bizzingo, Inc., a Nevada corporation, together with UDM USA, LLC (“UDM”) and Phreadz USA, LLC (“Phreadz”), our wholly-owned subsidiaries, unless the context otherwise provides.

Corporate Overview and History of Bizzingo, Inc.

Organization and Company History

Bizzingo, Inc., was incorporated in the State of Nevada on May 12, 2005.

On June 16, 2010, we filed an amendment to our certificate of incorporation with the Nevada Secretary of State to change our name to “Phreadz, Inc.” This amendment was unanimously approved by our board of directors and by a majority of our stockholders by written consent. An information statement on Form 14C notifying shareholders of action taken by written consent was mailed to shareholders (of record on April 28, 2010) on May 25, 2010.

On June 17, 2010, we received notice from FINRA/OTC Corporate Actions that the name change will take effect at the open of business on June 17, 2010. On July 6, 2010, we received notice that our common stock would trade under the symbol “PHDZ”.

On March 30, 2011, we filed a Certificate of Amendment with the Nevada Secretary of State to change our name to “Bizzingo, Inc.” The name change was effective on that same date. This amendment was unanimously approved by our board of directors and by a majority of our stockholders (52.6%) by written consent. An Information Statement filed on Schedule14C notifying shareholders of action taken by written consent was mailed to shareholders (of record on February 15, 2011) on March 10, 2011.

On April 29, 2011, we received notice from FINRA/OTC Corporate Actions that our name change would be effective on the open of business on May 2, 2011 and our common stock will trade under the new symbol “BIZZ”.

Exploration Stage Activities

The Company was previously in the mineral exploration stage since its formation and had at no time since its formation realized any revenues from its planned operations. Prior to the Company’s acquisitions of Phreadz and UDM, the Company was primarily engaged in the acquisition and exploration of mining claims. Had it located a commercial minable reserve, the Company previously expected to prepare the site for extraction operations and enter a planned further development stage.

In June 2005, the Company acquired a 100% interest in the STEP mineral claim located in the Nicola Mining Division, British Columbia, and Canada for $5,000. The claim was registered in the name of the vendor (the “Trustee”), who had executed a trust agreement to hold the claim in trust on behalf of the Company.

At November 30, 2005, the Company recognized an impairment loss of $5,000 as it had not been determined whether there were proven or probable reserves on the property.

On December 4, 2008, the Trustee advised the Company that he had performed work on the claim costing $4,750 and that unless the Company notified him of its desire to maintain the claim and pay him $4,750 by December 8, 2008, he would either allow the claim to expire on December 9, 2008 or take control of the claim and apply the work to extend the expiry date of the claim. On December 9, 2008, the Trustee applied the work as assessment to extend the expiry date to December 9, 2009. On May 24, 2009, the Trustee acquired control over the claim, at which time we no longer had any interest in the claim or any operating business. As a result, we became a “shell” corporation and began to seek an attractive operating business with which to merge or otherwise acquire.

On April 27, 2010, pursuant to share purchase agreements (the “Purchase Agreements”), Bizzingo, Inc., (formerly Phreadz, Inc.) completed the acquisitions of Phreadz USA, LLC (“Phreadz”) and UDM USA, LLC (“UDM”). The acquisitions were accounted for as a recapitalization effected by a reverse merger, wherein Phreadz and UDM were considered the acquirer for accounting and financial reporting purposes. The pre-merger assets and liabilities of the acquired entities have been brought forward at their book value and no goodwill has been recognized. The consolidated accumulated deficit of Phreadz and UDM has been brought forward, and common stock and additional paid-in-capital of the combined Company have been retroactively restated to give effect to the exchange rates as set forth in the Purchase Agreements.

As set forth above, on April 27, 2010 and pursuant to the terms and conditions of the Purchase Agreements, we: (i) consummated the acquisitions of Phreadz and UDM, and (ii) each of Phreadz and UDM became our wholly owned subsidiary. More specifically, pursuant to and in connection with the Purchase Agreements:

	·	in exchange for 100% of the issued and outstanding membership interests of Phreadz, we issued to the holders of the Phreadz membership interests an aggregate of 21,659,200 shares of our common stock; and

	·	In exchange for 100% of the issued and outstanding membership interests of UDM, we issued to the holders of the UDM membership interests an aggregate of 21,659,200 shares of our common stock.

In addition, pursuant to the terms of the Purchase Agreements, 32,712,176 shares of our issued and outstanding common stock previously held by certain stockholders were cancelled.

As a result of the Company’s acquisitions of Phreadz and UDM, we experienced a change in control and ceased to be a “shell” company as defined in Rule 12b-2 promulgated under the Exchange Act.

~~Business Development Overview~~4

~~Social~~Business ~~Media~~Development is often misconstrued as a medium for business-to-consumer or B2C engagement and discounted as a viable communications network for those companies focused on business-to-business or B2B engagement transactions. However, B2B, as in any other field is impacted by online activity and is faced with a prime opportunity to not only cultivate communities in social networks and other social channels, but also amplify awareness, increase lead generation, reduce sales cycles, and perhaps most importantly, learn and adapt to market dynamics in real-time.Overview

4Bizzingo, Inc. is a global social media company committed to the continued development of its validated social network for business. Free of all the clutter found in common social networks, the Bizzingo platform includes a suite of mobile and online applications focused on creating meaningful business connections. As the first true business-to-business social platform, Bizzingo is designed to allow businesses a way to find each other by keyword and view promotional information, as well as simultaneously communicate with their users. By establishing relationships with affiliate organizations and common interest groups, Bizzingo provides a trusted environment for members to interact and develop deeper business opportunities. The company’s profiling system will create one of the most detailed business databases in the world, delivering targeted search engine results and verified connections.

~~The~~Social ~~development~~media ofis ~~Phreadz~~often ~~and~~misconstrued ~~UDM~~as ~~since~~a ~~our~~medium for ~~acquisition~~business-to-consumer ~~described~~(B2C) inengagement, ~~our~~and ~~Corporate~~usually ~~History~~not ~~above~~seen ~~has~~as ~~evolved~~a ~~into~~viable ~~Bizzingo.~~communications ~~This~~network ~~development~~for ~~has~~those ~~culminated~~companies infocused on ~~www.bizzingo.com~~ business-to-business (~~“Bizzingo”~~B2B) ~~and~~engagement transactions. However, B2B, as in any other field, is impacted by online activity and should be seen as a ~~social~~viable ~~network~~opportunity ~~designed~~to ~~for~~not ~~business~~only cultivate communities in social networks and ~~commerce.~~other Wesocial ~~are~~channels, ~~currently~~but inalso amplify ~~discussions~~awareness, ~~with~~increase alead ~~number~~generation, ofreduce ~~enterprise’s~~sales ~~which~~cycles, weand ~~intend~~perhaps tomost ~~launch~~importantly, onlearn aand ~~limited~~adapt ~~alpha~~to ~~basis~~market dynamics in real-time. WeBizzingo ~~think~~is ofa itcollection asof anproduct ~~“internet~~and ~~hub”~~service ~~where~~profiles ~~social~~for ~~networking~~businesses, ~~e-commerce~~much ~~and~~like ~~marketing~~Facebook™ ~~will~~and ~~converge~~Linkedn™ are ~~within~~a ~~one~~collection ~~domain.~~of Itpersonal isprofiles ~~commonly~~for ~~accepted~~individuals that ~~B2B~~will ~~and~~lend ~~B2C~~purpose to social media ~~marketing~~by ~~will~~facilitating ~~focus~~a onvalue ~~three~~proposition for ~~key~~each ~~areas: video~~participant, ~~mobile~~ and ~~engagement.~~give Webusinesses ~~expect~~a ~~Bizzingo~~social network marketing platform to ~~deliver~~reach ~~this~~their users and encourage transactions.

WeEach ~~believe~~Bizzingo ~~B2B~~page includes information and functionality ~~B2C~~that ~~social~~includes ~~media~~product ~~marketing~~descriptions, issocial ~~still~~network ininteraction, ~~its~~video ~~infancy.~~presentations, ~~Facebook~~pictures, ~~Twitter~~posting walls, ~~YouTube~~links to additional information, and most ofimportantly, the ~~social~~ability ~~tools~~to wetransact ~~use today are just~~ a ~~few years old~~sale. ~~The~~ Bizzingo’s ~~platform~~goal ~~will~~is to provide the ~~ability~~link ~~for~~that will ~~business~~lend purpose to ~~promote product and service with real-time feedback, changing the current~~ social media ~~platforms~~by ~~from~~facilitating ~~that~~a ofvalue ~~just~~proposition ~~“broadcasting”~~for toeach ~~engaging~~participant, ~~customers~~and asgive ~~partners~~business inenterprises ~~real-time.~~a ~~Additionally~~social network ~~business~~marketing ~~will~~platform ~~be able~~ to ~~real-time~~reach ~~assess~~ their ~~analytics,~~users ~~in terms of: 1) how many conversations,~~ and, 2)encourage ~~What was the reach of a product launch~~transactions.

The Bizzingo ~~will provide a business a way to;~~Concept

1The development of Phreadz and UDM since our acquisition described in our Corporate History above has evolved into and culminated with www.bizzingo.com (“Bizzingo”). ~~Cost~~Bizzingo ~~effectively~~is a global social media company that has developed Bizzingo.com site as a unified business social network. We are a target-driven search and social network designed specifically for businesses. We function as an “internet hub” where social networking, e-commerce and marketing will converge within one domain. It is commonly accepted that B2B and B2C social media marketing will focus on three key areas: video, mobile and engagement. The Bizzingo network will allow member businesses to cost-efficiently introduce their ~~product~~products and~~/or~~ ~~service~~ services to a global network of qualified business users;, leverage and expand their brand and image, and interact and cross- connect any and all of their contacts, while effectively communicating their marketing message to the most relevant audiences. Bizzingo was created to furnish businesses with a social network that will serve as a primary vehicle for marketing, connecting, and selling to a global business base easily and more effectively than ever before.

2.Bizzingo ~~Leverage~~will ~~and~~provide ~~expand~~a ~~their~~business ~~brand~~a ~~and~~way ~~image~~to;

31. ~~Effectively~~Cost ~~communicate~~effectively introduce their ~~marketing~~product ~~“message”~~and/or service to a ~~targeted~~global ~~audience;~~network ~~and,~~of users;

42. ~~Sell~~Leverage and expand their ~~product~~brand orand ~~service.~~image;

~~Bizzingo~~3. isEffectively acommunicate ~~collection~~their ofmarketing ~~product~~“message” ~~and~~to ~~service profiles for businesses, much like Facebook™ and Linkedn™ are~~ a ~~collection~~targeted ofaudience; ~~personal profiles for individuals. Each Bizzingo page will include the following information~~ and ~~functionality;~~,

·4. aSell their product ~~description~~or ~~· links to additional information · a video introduction · social network interaction · A picture and video library · tools for marketing · A posting wall · advertising~~service.

Bizzingo’s ~~goal~~ is toa ~~provide~~collection ~~the~~of ~~missing~~product ~~link~~and ~~that~~service profiles ~~will~~for ~~lend~~member ~~purpose~~businesses, tomuch ~~social~~like ~~media~~Facebook™ byand ~~facilitating~~Linkedn™ are a ~~value~~collection ~~proposition~~of ~~for~~personal ~~each~~profiles ~~participant,~~for ~~and~~individuals. Each ~~give~~Bizzingo ~~businesses~~page awill ~~social~~include ~~network~~the ~~marketing~~following ~~platform~~information ~~to reach their users~~ and ~~encourage transactions~~functionality;

To make a comparison, Bizzingo is a collection of product and service profiles for businesses. By example, Groupon™ was developed in response to the needs of businesses to sell their goods and services.5

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For ~~Business~~business’s, Bizzingo will offer direct communication and contact with consumers, without the hassle of distribution agreements, advertising expenses, and costly overhead. It is a market where dialogue between sellers and buyers is encouraged free of network clutter commonly found on site like Facebook.

For the larger established businesses, Bizzingo will be a medium for launching new product lines directly to buyers, doing away with the "“middleman."”

5Bizzingo will provide an environment where sellers are connected with a targeted audience. By nature, it eliminates the obstacles of geography, demographics, and socioeconomics. Although Facebook™ is attempting to make its user model monetizable by incorporating advertising and the Facebook™ marketplace into its site, Facebook™ remains an awkward sales tool as it was not initially designed for commerce and its infrastructure is not set up to grow in that direction within social networking.

~~For~~By ~~content~~example, ~~providers~~selling ~~(musicians,~~on ~~film~~Facebook™ ~~makers,~~is ~~artists)~~akin to interrupting a call between two friends who are talking about their vacation and offering to sell them cheap tickets. The “interruption” is an intrusion and does not represent a welcomed exchange. By contrast, Bizzingo ~~offers~~will be a ~~unified~~“place” ~~domain~~ for ~~launching~~shoppers ~~and~~to ~~marketing~~go to ~~products~~when ~~directly~~they want to ~~all~~buy ~~social~~- ~~networks,~~it ~~thereby~~is ~~increasing~~like ~~exposure~~a ~~and~~virtual ~~potential~~trip ~~for~~to ~~monetization~~the ofmall. ~~their~~This ~~content~~simple distinction will revolutionize the ways in which retail is conducted on the web.

For the consumer, unlike the flagship e-Commerce platforms that are “flat” and impersonal, Bizzingo will provide a ~~mall~~medium ~~like~~that ~~atmosphere~~is ona ~~the~~dynamic, ~~web~~interactive visual experience, within a “safe” environment for retail transactions. Further, ~~wherein~~the ~~sellers~~experience ~~utilize~~may ~~social~~be ~~media~~shared tothrough ~~proactively~~the ~~access~~Bizzingo posting ~~potential~~wall, ~~buyers~~text ~~from~~capabilities, ~~their~~video ~~existing~~sharing, ~~communities~~etc.

~~Bizzingo~~The will provide an environment where sellers are connected with a targeted audience. By nature, it eliminates the obstacles of geography, demographics, and socioeconomics. Although Facebook™ is attempting to make its user model monetizable by incorporating advertising and the Facebook™ marketplace into its site, Facebook™ remains an awkward sales tool as it was not initially designed for commerce and its infrastructure is not set up to grow in that direction within social networking.Platform

ByThe ~~example,~~platform’s ~~selling~~target-driven onsearch ~~Facebook™~~capabilities isgenerate one ~~akin~~of tothe ~~interrupting~~most acomplete ~~call between two friends who are talking about their vacation~~ and ~~offering~~relevant tobusiness ~~sell them cheap tickets. The "interruption" is an intrusion and does not represent a welcomed exchange. By contrast~~systems, ~~Bizzingo~~delivering ~~will~~VITAL beopportunities ~~a "place" for shoppers~~ to goits ~~to when they want to buy - it is like a virtual trip to the mall. This simple distinction will revolutionize the ways in which retail is conducted on the web.~~members:

~~For~~Validated ~~the~~— ~~consumer,~~Member ~~unlike~~status ~~the flagship e-Commerce platforms that are "flat" and impersonal, Bizzingo will provide a medium that~~ is a dynamic, interactive visual experience, within a "safe" environment for retail transactions. Further, the experience may be shared through the Bizzingo posting wall, text capabilities, video sharing, etc. As such, Bizzingo will deliver a comparable "real life" shopping experience back verified to ~~the~~ensure ~~consumer with the convenience of "home shopping”~~legitimacy.

Jacques, a struggling author, has written a series of short stories that he wishes to get published. After searchingfor publishing houses and analyzing the costs associated with them, he concludes that it is unlikely he will be published. Fortunately, he discovers Bizzingo. After signing up and logging on to the network, he was able to design and build a specific social networking site for his stories – all in about 20 minutes. He included functions such as a video reading of his stories, a download feature, a wall where fans may post comments, an area for video conversation, a gallery of pictures and a donate feature for use by people who liked the stories and wished to reward him as the author. Upon uploading his stories to the site the authorship with appropriate legal disclaimers becomes a form of copyInterest-~~written~~based ~~material. Jacques will use the Bizzingo marketing functions to let everyone in his communities know where to find his book of short stories~~ — ~~urging~~Search ~~them~~results are tobased ~~tell~~on ~~their~~common ~~communities~~needs ~~to do the same. Jacques is able to manage his success with Bizzingo analytics~~ and ~~looks forward to posting more Things on Bizzingo~~interests.

~~This~~Targeted ~~story,~~— ~~while~~Connections anare ~~example,~~relevant and can be imagined in many Zones: a musician looking to be discovered, a film producer not picked up by a major studio, a treasure hunter with a few unusual items to sell, or simply a user who wishes to sell a product or serviceaccurate. ~~Bizzingo believes that Music may become the predominant Zones at the launch because of the Universal Database of Music (UDM) database that was acquired in our acquisition, April 27, 2010.~~

~~Marketing~~Actionable — Businesses are connected to valuable opportunities.

ToLeveraged ~~market~~— ~~the~~A ~~Bizzingo~~target-driven ~~platform~~search engine wedelivers will be: (1) hiring a sales team to solicit business leaders and offer packages and incentives to become anchor clients on Bizzingo; (2) developing programs for the anchors to drive their existing followers to Bizzingo; (3) advertising and marketing to existing networks; (4) launching a high energy public relations campaign that is “~~edgy~~clutter-free” and exciting; (5) establishing strategic alliances with advertisers and marketers; (6) hosting events related to specific Zones using prepaid sponsorship fees from these advertisers and money raised from various corporate financingresults. The events are intended to draw audiences by way of; singing competitions within the Music Zone, a trick golf shot competitions within the Sport Zone, a dance competition within the Entertainment Zone. Cash prizes and media recognition will be the incentives for participants.

~~Competitive~~Bizzingo ~~Edge~~offers…

~~Bizzingo~~● ~~will~~The ~~improve~~ability ~~the~~to ~~online~~input ~~distributed systems by leveraging the inherent trust built into social links. In particular, Bizzingo will augment the online marketplaces with social networking features that should improve the~~ “~~trust~~tags” factor between transaction partners and improve user satisfaction. Customers on traditional online marketplaces such as eBay™ and Craigslist™ routinely transact with complete strangers, thus marking them vulnerable to ~~malicious~~accurately ~~and~~identify ~~predatory~~a transactions. Despite their integration of reputation systems, studies show malicious users can artificially inflate their reputation values. In contrast, Bizzingo will integrate features of social networks into an online shopping community, allowing customers to seek out purchases from trusted merchants. In addition, the personalized format of the platform provides additional transparency about the business.

6● Resources to promote a business within an affiliate group.

~~The~~● ~~Technology~~A cost effective method to engage a global business network.

~~Bizzingo,~~● ~~Inc.~~The ~~will~~ability ~~use~~to aleverage ~~"Cloud" computing model for its domain Bizzingo.com. In this model of computing, all the servers, networks, applications~~ and ~~other~~expand ~~elements related to data centres are made available to the end users via the Internet, in~~ a ~~way that allows Bizzingo to use only the type and amount of computing services that they need for its traffic~~brand, thus increasing efficiency. The cloud model differs from traditional server models in that Bizzingo doesn’t hand over its IT resources to be managed. Instead it plugs into the "cloud" for infrastructure servicesproduct, ~~platform (operating system) services,~~ or ~~software services (such as SaaS apps); treating the "cloud" much as it would an internal data center or computer providing the same functions~~service.

~~Product~~● ~~Development~~Group purchasing power to secure discounts on goods and services.

WeEach ~~are~~Bizzingo ~~continually~~page ~~developing~~has ~~new~~information ~~products,~~and asfunctionality commonly ~~well~~associated aswith ~~optimizing~~the ~~our~~ existing ~~platform~~personal social networks, such as Facebook and ~~feature~~Linkedin, ~~set~~with intwo ~~order~~major differences: Bizzingo provides a channel to ~~meet~~facilitate ~~the~~business, ~~expected~~but ~~evolving~~it ~~needs~~is devoid of ~~our~~the ~~audience;~~personal ~~consumers,~~networking ~~businesses~~clutter ~~and~~normally ~~advertisers~~experienced on other networks.

We will, purchase technology and license intellectual property rights in the event that it is strategically important, operationally compatible, and economically advantageous to do so. We are not materially dependent upon licenses and other agreements with third parties relating to product development.6

~~Our~~As ~~technology~~part ~~team~~of ~~consists~~the ofplatform, anthe ~~outsourced~~Bizzingo user ~~development~~will ~~team~~be ~~from~~able ~~Internet~~to ~~Business~~create ~~Group~~multiple ~~(“IBG”)~~business networks within a user generated profile page. Although ~~This~~these ~~team~~pages iswill ~~responsible~~be standardized ~~for~~throughout ~~feature~~the ~~enhancements~~network, tothey will contain unique video, images, text, audio and ~~general~~links ~~maintenance~~that ofare specific to the ~~Bizzingo~~business user. The ~~site~~user will be able to invite everyone associated with his business into his network -- from suppliers and professionals, to the actual clients – connecting them all to current, relevant, and accurate information. Also ~~Our~~within ~~technology~~Bizzingo, ~~team~~companies can ischoose ~~located~~to ~~primarily~~limit intheir ~~Dallas~~exposure ~~Texas~~to their specific industry networks or choose to include others from networks that may be complementary to their business.

~~Intellectual~~Bizzingo ~~Property~~is designed to allow businesses a way to find each other by keyword and to view information, as well as to provide communication channels to their users. Bizzingo’s profiling system, with the added input from our users, will create the most detailed business database in the world, delivering targeted search results without the irrelevant information presently delivered by the current open ended search engines.

~~Our~~What’s ~~intellectual~~more, ~~property~~the ~~includes~~user ~~our~~interface ~~brands,~~(UI) for ~~products~~the Bizzingo platform is familiar and ~~services;~~simple, ~~copyrights~~and its features are in ~~software~~a ~~and~~format that people are intuitively comfortable using. For ~~creative~~example, ~~content;~~conversations ~~trade~~take ~~secrets;~~place ~~and~~on ~~other~~a ~~intellectual~~“wall” ~~property~~similar ~~rights~~to ~~and~~the ~~licenses~~one ofthat ~~various~~became ~~kinds~~so popular on Facebook. WeBuilding ~~will~~a profile ~~seek~~is akin to ~~protect~~the ~~our~~many ~~intellectual~~sites ~~property~~that ~~assets~~require ~~through~~data ~~copyright~~entry, ~~trade~~with ~~secret,~~a ~~trademark~~guide ~~and~~that ~~other~~logically ~~laws~~leads ofthe user through the Ustep-by-step process.S. Additionally, ~~and~~searching ~~through~~is ~~contractual~~as ~~provisions~~easy as it is on Google, with the added ability to input qualifying criteria. Bizzingo believes that ease of use is an important factor for user acceptance.

~~We consider the~~ Bizzingo ~~trademark and our related trademarks to be valuable to Bizzingo and we will aggressively seek to protect them.~~Applications

~~Competition~~The Bizzingo social platform is based on several layers of data storage, processing and accessibility. At its core, the platform is a set of data storage repositories, and access to this data is controlled via a custom Application Programming Interface (API) that manages incoming and outgoing requests through a sophisticated security layer.

WeThe ~~operate~~API inprovides ~~the~~universal ~~internet~~access ~~products,~~to ~~services,~~the ~~and~~data behind ~~content~~Bizzingo. ~~markets,~~Utilizing ~~which~~an ~~are~~API ~~highly~~layer ~~competitive~~allows ~~and~~for ~~characterized~~efficient bydeployment ~~rapid~~of ~~change,~~user ~~converging~~interfaces ~~technologies, and increasing competition. Our most significant competition~~ for ~~users,~~multiple ~~advertisers,~~devices ~~business’s,~~ and ~~developers~~platforms ~~comes~~without the ~~from~~need ~~other~~to ~~social~~re-tool ~~networking~~data ~~sites,~~connections. ~~such~~It asalso ~~Facebook,~~allows ~~Groupon,~~Bizzingo ~~Linkedin,~~to build and ~~Twitter. We~~deploy ~~also~~partner-specific ~~compete~~functionality with ~~these~~case-specific access ~~companies~~parameters. toThe ~~distribute~~Company’s ~~and~~first ~~promote~~utilization ~~our~~of ~~services~~the toAPI is for their ~~users~~mobile application, ~~advertisers~~Bizzingo ~~and business’s~~Connect.

Our principal considerations related to attracting and retaining online users include functionality, performance, ease of use, usefulness, accessibility, integration, and personalization of the online services that we offer, as well as the overall user experience and quality of support on Bizzingo properties. Our principal considerations related to attracting users, advertisers and businesses are the reach, effectiveness, and efficiency of our marketing and advertising services as well as the creativity of the marketing solutions that we offer. “Reach” refers to the audience and/or demographic that can be accessed through the Bizzingo platform. “Effectiveness” for advertisers refers to our ability to deliver against advertisers’ targets and to measure and optimize our achievements against those targets. “Effectiveness” for publishers refers to our advertising technology and the monetization opportunities we are able to offer through our technology and marketing services. Many large media companies have developed, or are developing, social networking or social media tools to reach their audiences online. As these companies develop such portal or community sites, we could lose a substantial portion of our expected user traffic.Connect

7Bizzingo Connect is a mobile platform that utilizes patent-pending technology to support a suite of business networking tools designed for people to engage in real time using their smartphones. Launched in June 2012, the Bizzingo Connect enables people to better connect and collaborate on a daily basis at meetings or conferences. By providing a direct connection between the host and audience, the application allows for two-way engagement (Q&A, feedback) and material distribution including sell sheets, PowerPoint presentations, among others. The growth potential for this application is tremendous, as every time a meeting or conference host utilizes the application, the Bizzingo database will be populated by the profiles of the audience members. Bizzingo Connect is comprised of three components, described below;

~~Employees~~Ø Bizzingo Connect Conference.

AsHelps ofspeakers ~~June~~connect ~~30,~~and ~~2011,~~engage wetheir ~~have~~audience no(and vice ~~employees. Our~~versa) ~~future~~with ~~success~~real-time isfeedback, ~~substantially~~both ~~dependent~~during ~~on the performance of our senior management~~ and ~~key~~after ~~technical~~a ~~personnel~~presentation, ~~and~~without ~~our~~the ~~continuing~~rush ~~ability~~of toscribbling ~~attract~~contact ~~and~~information ~~retain highly qualified technical~~ and requesting ~~managerial~~a ~~personnel~~discussion.

~~Government~~Ø ~~Regulation~~Bizzingo Connect Bizz Card.

InBizzingo ~~the~~Connect ~~United~~Bizz ~~States,~~Card ~~advertising~~is ~~and~~an ~~promotional~~online ~~information~~business ~~presented~~card profile towhich ~~visitors~~takes onthe ~~our~~existing ~~website~~paradigm ~~and~~of ~~our~~a ~~other~~business ~~marketing~~card ~~activities are subject to federal~~ and ~~state~~turns ~~consumer~~it ~~protection~~into ~~laws that regulate unfair and deceptive practices. There are~~ a ~~variety~~vehicle offor ~~state~~showcasing ~~and~~one’s ~~federal restrictions on the marketing activities conducted by email~~portfolio, introducing orpotential ~~over~~business ~~the~~partners ~~Internet, including U.S. federal and state privacy laws and the CAN-SPAM Act of 2003. The rules and regulations are complex and may be subject~~ to ~~different~~each ~~interpretations by courts or~~ other ~~governmental authorities. We might unintentionally violate such laws, such laws may be modified~~ and ~~new~~building ~~laws~~a ~~may~~network ~~be enacted in the future. Any such developments (or developments stemming from enactment or modification~~ of ~~other laws) or the failure to anticipate accurately the application or interpretation of these laws could create liability to us~~validated, ~~result~~trusted inbusiness ~~adverse publicity and negatively affect our businesses~~contacts. ~~See our risk factors found elsewhere in this report for further discussion of government regulations.~~

~~Item~~Ø ~~1A. Risk~~Bizzingo ~~Factors~~Connect Meeting.

AnMeetings ~~investment~~are inall ~~our~~about ~~common~~sharing ~~stock~~ideas and ~~involves~~information, ~~various~~and ~~risks.~~sometimes ~~You~~that information should ~~carefully~~remain ~~consider~~confidential. ~~the~~Bizzingo ~~risk~~Connect ~~factors~~Meeting ~~set~~saves ~~forth~~valuable ~~below~~time inby ~~conjunction~~allowing meeting ~~with~~attendees ~~the~~to ~~other~~pre-sign ~~information~~documents ~~contained~~and inacknowledge ~~this~~safe ~~report~~harbor ~~before~~statements ~~purchasing~~prior ~~our~~to ~~common~~viewing ~~stock.~~sensitive Ifmaterials, ~~any~~all offrom ~~the~~their smartphones. ~~risks~~A ~~discussed~~ built-in ~~this~~checkpoint ~~report~~also ~~actually~~allows ~~occur,~~only ~~our~~verified ~~business,~~users ~~operating~~into ~~results,~~the ~~prospects and/or financial condition could be adversely impacted~~meeting. ~~This~~ ~~could~~All ~~cause~~of ~~the~~this ~~market~~prevents ~~price~~time ofbeing ~~our~~wasted ~~common~~on legal ~~stock~~procedures ~~to decline~~ and ~~could~~helps ~~cause~~participants ~~you~~get straight to ~~lose all or part of your investment~~business.

~~Risks Related to our Business and Our Industry~~7

WeThe ~~have~~Company nois ~~operating~~currently ~~history~~developing onseveral other tools for the Bizzingo Connect mobile application, including the ability for users to create virtual business (“Bizz”) cards and exchange them remotely through the application. Other future uses for the application include the “Meeting” tool, which enables users to ~~evaluate~~organize ~~our~~and ~~potential~~archive private meeting and will allow meeting hosts to virtually distribute documents, such as non-disclosure agreements and meeting terms and conditions; and for ~~future~~participants ~~success~~to sign these documents without the hassle and associated costs of printing. Bizzingo has a renowned marketing team that is aggressively pursuing opportunities to increase the number of revenue streams from the Bizzingo Connect application.

Phreadz and UDM were formed in April 2009 and have had no material operations to date. Consequently, evaluating an investment in us and predicting our future results based upon our past performance is not possible, particularly with respect to our ability to develop our products and services, to generate and sustain a revenue base sufficient to cover operating expenses or to achieve profitability. We face many of the risks and uncertainties encountered by early stage companies, and our future operating results may differ from what we expect due to many factors, including: (i) slower than expected growth, or a downturn in the “real-time” communications industry; (ii) the uncertain adoption by consumers of the services that we intend to provide; and (iii) potential competition from other service providers.Marketing

~~Based~~To market the Bizzingo platform, we have and/or will be: (1) hiring a sales team to solicit business leaders and offer packages and incentives to become anchor clients on ~~our~~Bizzingo; ~~historical~~(2) developing ~~financials,~~programs ~~there~~for the anchors to drive their existing followers to Bizzingo; (3) advertising and marketing to existing networks; (4) launching a high energy public relations campaign that is ~~uncertainty~~“edgy” and asexciting; (5) establishing strategic alliances with advertisers and marketers; (6) hosting events related to ~~our~~specific Zones ~~ability~~using prepaid sponsorship fees from these advertisers and money raised from various corporate financing. The events are intended to ~~continue~~draw asaudiences by way of; singing competitions within the Music Zone, a ~~going~~trick ~~concern~~golf shot competitions within the Sport Zone, a dance competition within the Entertainment Zone. Cash prizes and media recognition will be the incentives for participants.

InCompetitive the event that we are unable to achieve or sustain profitability or are otherwise unable to secure additional external financing, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. Any such inability to continue as a going concern may result in our security holders losing their entire investment. Our financial statements, which have been prepared in accordance with generally accepted accounting principles, contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern. Notwithstanding the foregoing our cash flow deficiencies raise substantial doubt as to our ability to continue as a going concern. Also, changes in our operating plans, our existing and anticipated working capital needs, the acceleration or modification of our expansion plans, lower than anticipated revenues, increased expenses, potential acquisitions or other events may also affect our ability to continue as a going concern.Edge

8Bizzingo will improve the online distributed systems by leveraging the inherent trust built into social links. In particular, Bizzingo will augment the online marketplaces with social networking features that should improve the “trust” factor between transaction partners and improve user satisfaction. Customers on traditional online marketplaces such as eBay™ and Craigslist™ routinely transact with complete strangers, thus marking them vulnerable to malicious and predatory transactions. Despite their integration of reputation systems, studies show malicious users can artificially inflate their reputation values. In contrast, Bizzingo will integrate features of social networks into an online shopping community, allowing customers to seek out purchases from trusted merchants. In addition, the personalized format of the platform provides additional transparency about the business.

WeThe ~~anticipate incurring operating losses and negative cash flows in the foreseeable future resulting in uncertainty of future profitability and limitation on our operations.~~Technology

WeBizzingo, ~~anticipate~~Inc. ~~that~~will ~~the~~use ~~Company~~a ~~will~~“Cloud” computing ~~incur~~model ~~operating~~for ~~losses~~its ~~and~~domain ~~negative~~Bizzingo.com. In ~~cash~~this ~~flows~~model inof computing, all the ~~foreseeable~~servers, ~~future~~networks, applications and toother elements ~~accumulate~~related ~~increasing~~to ~~deficits~~data ascentres weare ~~increase~~made ~~our~~available ~~expenditures~~to ~~for~~the ~~(i)~~end ~~our~~users ~~website~~via ~~and~~the ~~database expansions~~Internet, ~~(ii)~~in ~~infrastructure,~~a ~~(iii)~~way ~~sales~~that ~~and~~allows ~~marketing,~~Bizzingo ~~(iv)~~to ~~research~~use ~~and~~only the ~~development,~~type ~~(v)~~and ~~personnel,~~amount ~~and~~of ~~(vi)~~computing ~~general~~services ~~business~~that ~~enhancements. Any~~they ~~increases~~need infor ~~our~~its ~~operating~~traffic, ~~expenses~~thus ~~will~~increasing ~~require~~efficiency. usThe tocloud ~~achieve~~model ~~significant~~differs ~~revenue~~from traditional ~~before~~server wemodels ~~can~~in ~~attain~~that ~~profitability. In~~Bizzingo ~~the~~doesn’t ~~event~~hand ~~that~~over weits ~~are~~IT ~~unable~~resources to ~~achieve~~be ~~profitability~~managed. orInstead ~~raise~~it ~~sufficient~~plugs ~~funding~~into tothe ~~cover~~“cloud” for ~~our~~infrastructure ~~losses~~services, weplatform ~~may~~(operating ~~not~~system) beservices, ~~able~~or tosoftware ~~meet~~services ~~our~~(such ~~obligations~~ as ~~they~~SaaS ~~come~~apps); ~~due,~~treating ~~raising~~the ~~substantial~~“cloud” much ~~doubts~~ as toit ~~our~~would ~~ability~~an tointernal ~~continue~~data ascenter aor ~~going~~computer ~~concern~~providing the same functions.

WeProduct ~~will need additional capital to pursue our marketing strategies, conduct our operations and develop our products, and our ability to obtain the necessary funding is uncertain.~~Development

We ~~will~~are ~~require~~continually ~~significant~~developing ~~additional~~new ~~capital~~products, as ~~resources~~well ~~from~~as ~~outside~~optimizing ~~sources~~our ~~including~~existing ~~equity~~platform and~~/or~~ ~~debt~~feature ~~financings,~~set ~~license arrangements, grants and/or collaborative research arrangements~~ in order to ~~execute~~meet onthe ~~our~~expected ~~marketing~~evolving ~~strategy,~~needs ~~develop~~of ~~products and continue operations, and we intend to seek to raise such additional capital. In addition, we anticipate needing additional capital for~~ our ~~anticipated~~audience; ~~need to hire additional employees~~consumers, businesses ~~increase our marketing budget, lease additional office space~~ and ~~increase our research and development investment~~advertisers. However, we do not know if such capital will be available to us on reasonably favorable terms, or at all. If we are able to raise such additional capital, our existing stockholders will experience dilution. If we fail to obtain additional capital as and when required, our business will not succeed.

~~Our~~We ~~business~~will, ~~model~~purchase ~~depends~~technology onand ~~our~~license ~~ability~~intellectual property torights ~~successfully~~in ~~develop~~the ~~and~~event ~~operate~~that ~~our~~it ~~networks~~is strategically important, operationally compatible, and ~~deploy~~economically ~~new~~advantageous ~~offerings~~to do so. We are not materially dependent upon licenses and ~~technology~~other agreements with third parties relating to product development.

~~There~~Our ~~can~~technology beteam noconsists ~~assurances that we will be able to successfully design or engineer our networks or that we will not experience problems with the reliability~~ of ~~our~~an ~~network~~outsourced development ifteam wefrom ~~are~~BPG ~~able~~Worldwide, toInc., ~~make~~located ~~it operational~~ in ~~the~~Campbell, ~~future~~California. ~~Any~~ ~~reliability~~This ~~problems~~team ~~that~~is ~~adversely~~responsible ~~affect~~for ~~our~~feature ~~ability~~enhancements to ~~operate our networks would likely reduce revenues~~ and ~~restrict~~general ~~the~~maintenance ~~growth~~ of ~~our~~the ~~business. Our~~Bizzingo ~~future success will also depend in part on other factors, including, but not limited to, our ability to:~~site.

~~· Find secure hosting;~~8

·Intellectual ~~Enhance our offerings;~~Property

·Our ~~Address~~intellectual ~~the~~property ~~needs~~includes our brands, products and services; copyrights in software and creative content; trade secrets; and other intellectual property rights and licenses of various kinds. We will seek to protect our ~~prospective~~intellectual ~~users;~~property assets through copyright, trade secret, trademark and other laws of the U.S., and through contractual provisions.

·We ~~Respond~~consider tothe ~~technological~~Bizzingo ~~advances~~trademark and ~~emerging~~our related ~~industry~~trademarks ~~standards~~to ~~and~~be ~~practices~~valuable onto aBizzingo ~~timely~~ and ~~cost-effective~~we ~~basis;~~will ~~and~~aggressively seek to protect them.

~~· Develop, enhance and improve the responsiveness, functionality and features of our infrastructure services and networks.~~Competition

IfWe weoperate ~~are~~in ~~unable~~the tointernet ~~integrate~~products, services, and ~~capitalize~~content onmarkets, ~~new~~which are highly competitive and characterized by rapid change, converging technologies, and ~~standards~~increasing ~~effectively~~competition. Our most significant competition for users, ~~our~~advertisers, business’s, ~~could~~and bedevelopers ~~adversely~~comes ~~affected~~from other social networking sites, such as Facebook, Groupon, Linkedin, and Twitter. We also compete with these companies to distribute and promote our services to their users, advertisers and business’s.

9Our principal considerations related to attracting and retaining online users include functionality, performance, ease of use, usefulness, accessibility, integration, and personalization of the online services that we offer, as well as the overall user experience and quality of support on Bizzingo properties. Our principal considerations related to attracting users, advertisers and businesses are the reach, effectiveness, and efficiency of our marketing and advertising services as well as the creativity of the marketing solutions that we offer. “Reach” refers to the audience and/or demographic that can be accessed through the Bizzingo platform. “Effectiveness” for advertisers refers to our ability to deliver against advertisers’ targets and to measure and optimize our achievements against those targets. “Effectiveness” for publishers refers to our advertising technology and the monetization opportunities we are able to offer through our technology and marketing services. Many large media companies have developed, or are developing, social networking or social media tools to reach their audiences online. As these companies develop such portal or community sites, we could lose a substantial portion of our expected user traffic.

~~Our business model is new and unproven, and, therefore, we can provide no assurance that we will be successful in pursuing it.~~Employees

~~Our~~As ~~Bizzingo~~of ~~operations~~June ~~represent~~30, ~~new and untested business models~~2012, ~~for which there are no assurances that~~ we ~~will~~have ~~succeed~~one ~~in building a profitable business~~employee. Our future ~~ability~~success ~~to generate advertising~~ is ~~highly~~substantially dependent on ~~market~~the ~~adoption~~performance of our ~~services~~senior management and ~~products. If~~key wetechnical ~~are~~personnel, ~~unable~~and our continuing ability to attract ~~revenues, our operations~~ and ~~financial~~retain ~~condition~~highly ~~will~~qualified betechnical ~~adversely~~and ~~affected~~managerial personnel.

~~The~~Government ~~departure of our Chairman, Chief Executive Officer and /or other key personnel could compromise our ability to execute our strategic plan and may result in additional severance costs to us.~~Regulation

~~Our~~In ~~success~~the ~~largely~~United ~~depends~~States, advertising and promotional information presented to visitors on ~~the~~our ~~skills,~~website ~~experience~~and our other marketing activities are subject to federal and ~~efforts~~state consumer protection laws that regulate unfair and deceptive practices. There are a variety of ~~our~~state ~~key~~and ~~personnel~~federal restrictions on the marketing activities conducted by email, ~~including~~or ~~Douglas~~over ~~Toth~~the Internet, ~~our~~including ~~Chairman~~U.S. federal and ~~CEO~~state privacy laws and ~~Gordon~~the ~~Samson,~~CAN-SPAM ~~our~~Act ~~CFO~~of 2003. The ~~loss~~rules and ofregulations ~~these~~are ~~person(s),~~complex orand ~~our~~may ~~failure~~be subject to ~~retain~~different interpretations by courts or other ~~key~~governmental ~~personnel,~~authorities. ~~would~~We ~~jeopardize~~might unintentionally ~~our~~violate ~~ability~~such tolaws, ~~execute~~such ~~our~~laws ~~strategic~~may ~~plan~~be modified and ~~materially~~new ~~harm~~laws ~~our~~may ~~business~~be enacted in the future. We ~~have~~Any ~~currently~~such ~~entered~~developments ~~into~~(or developments ~~employment~~stemming ~~agreements~~from ~~with~~enactment ~~each~~or modification of ~~Messrs.~~other ~~Toth~~laws) ~~and~~or ~~Samson. In~~the ~~addition,~~failure weto ~~intend~~anticipate toaccurately ~~enter~~the ~~into~~application aor interpretation ~~written~~of ~~employment~~these ~~agreement~~laws ~~with~~could ~~each~~create ofliability to us, result in adverse publicity and negatively affect our ~~other~~businesses. ~~key~~See our ~~executives~~risk ~~that~~factors ~~can~~found beelsewhere ~~terminated~~in atthis ~~any~~report ~~time~~for byfurther usdiscussion orof ~~the~~government ~~executives~~regulations.

WeItem ~~will~~1A. ~~need~~Risk ~~to recruit and retain additional qualified personnel to successfully grow our business~~Factors.

~~Our~~An ~~future~~investment ~~success~~in ~~will~~our ~~depend~~common stock ininvolves ~~part~~various onrisks. ~~our~~You ~~ability~~should tocarefully ~~attract~~consider ~~and~~the ~~retain~~risk ~~qualified~~factors ~~operations,~~set ~~marketing~~forth ~~and~~below ~~sales~~in ~~personnel~~conjunction aswith ~~well~~the asother ~~engineers. Inability~~information contained toin ~~attract~~this ~~and~~report ~~retain~~before ~~such~~purchasing ~~personnel~~our ~~could~~common ~~adversely~~stock. ~~affect~~If any of the ~~growth~~risks ofdiscussed in this report actually occur, our business~~. We~~, operating ~~expect~~results, toprospects ~~face~~and/or ~~competition~~financial incondition could be adversely impacted. This could cause the ~~recruitment~~market price of our ~~qualified~~common ~~personnel,~~stock ~~and~~to wedecline ~~can~~and ~~provide~~could nocause ~~assurance~~you ~~that~~to welose ~~will~~all ~~attract~~ or ~~retain~~part ~~such~~of ~~personnel~~your investment.

~~We will rely on third parties for software and hardware development, manufacturing content and technology services.~~9

WeRisks ~~expect~~Related to ~~rely on third party developers to provide software and hardware. If we experience problems with any of~~ our ~~third~~Business ~~party technology or products, our customers’ satisfaction could be reduced,~~ and ~~our~~Our business could be adversely affected. In addition, we expect to rely on third parties to provide content through strategic relationships and other arrangements. If we experience difficulties in maintaining these relationships or developing new relationships on a timely basis and on terms favorable to us, our business and financial condition could be adversely affected.Industry

~~Malfunctions~~We have ofno ~~third~~operating ~~party~~history ~~hosting~~on ~~services could adversely affect their business,~~ which ~~may~~to ~~impede~~evaluate our ~~ability~~potential tofor ~~attract~~future ~~and retain strategic partners and customers~~success.

ToOur ~~the~~Bizzingo ~~extent~~platform ~~the~~has ~~number~~had ofno ~~users~~material ofoperations to ~~networks~~date. Consequently, ~~utilizing~~evaluating ~~our~~an ~~products~~investment ~~suddenly~~in ~~increases,~~us ~~the technology platform~~ and ~~hosting~~predicting ~~services~~our ~~which~~future ~~will~~results bebased ~~required~~upon toour ~~accommodate~~past aperformance ~~higher~~is not ~~volume~~possible, ofparticularly ~~traffic~~with ~~may~~respect ~~result~~to inour ~~slower~~ability ~~response~~to ~~times~~develop orour ~~service~~products ~~interruptions. System~~and ~~interruptions~~services, orto ~~increases~~generate inand ~~response~~sustain ~~time~~a ~~could~~revenue base ~~result~~sufficient into acover ~~loss~~operating ofexpenses ~~potential~~ or ~~existing~~to ~~users~~achieve ~~and,~~profitability. We ifface ~~sustained~~many orof ~~repeated, could reduce~~ the ~~appeal~~risks ofand ~~our~~uncertainties ~~networks~~encountered by toearly ~~users. In~~stage ~~addition~~companies, ~~since~~and ~~users~~our ~~depend~~future onoperating ~~real~~results ~~time~~may ~~communication,~~differ ~~outages~~from ~~caused~~what bywe ~~increased~~expect ~~traffic~~due ~~could~~to ~~result~~many infactors, ~~delays~~including: ~~and~~(i) ~~system~~slower than ~~failures. These~~expected ~~types~~growth, ofor ~~occurrences~~a ~~could~~downturn ~~cause~~in ~~users~~the to“real-time” ~~perceive~~communications ~~that~~industry; ~~our~~(ii) ~~solution~~the ~~does~~uncertain ~~not~~adoption ~~function~~by ~~properly~~consumers of ~~and~~the ~~could~~services ~~therefore~~that ~~adversely~~we ~~affect~~intend ~~our ability~~ to ~~attract~~provide; and ~~retain~~(iii) ~~licensees,~~potential ~~strategic~~competition ~~partners~~from ~~and~~other ~~customers~~service providers.

~~There~~Based on ~~has been increased competition in the “real-time” communications industry. As more companies seek to provide products and services similar to~~ our ~~proposed~~historical ~~products and services~~financials, ~~and~~there ~~because~~is ~~larger~~uncertainty ~~and~~as ~~better-financed~~to ~~competitors may affect~~ our ability to ~~operate~~continue ~~our~~as ~~business~~a ~~and~~going ~~achieve profitability, our business may fail~~concern.

~~Competition~~In ~~for~~the ~~securing~~event IMthat we ~~and~~are ~~VoIP~~unable ~~services~~to isachieve ~~intense. We~~or sustain profitability or are ~~aware~~otherwise ofunable ~~similar~~to ~~products~~secure ~~and~~additional external ~~services~~financing, ~~that~~we ~~will~~may ~~compete~~not ~~directly~~be ~~with~~able to meet our ~~proposed~~obligations ~~products~~as ~~and~~they ~~services~~come due, ~~and~~raising ~~some~~substantial ofdoubts ~~the~~as ~~companies~~to ~~developing~~our ~~these~~ability ~~similar~~to continue ~~products~~as ~~and~~a ~~services~~going ~~are~~concern. Any ~~larger,~~such ~~better-financed~~inability ~~companies~~to ~~that~~continue ~~may~~as ~~develop~~a ~~products~~going ~~superior~~concern tomay result in our ~~proposed~~security ~~products~~holders losing their entire investment. ~~Many~~ Our offinancial ~~our~~statements, ~~prospective~~which ~~competitors~~have ~~are~~been ~~larger~~prepared ~~and~~in ~~have~~accordance ~~greater~~with ~~financial~~generally ~~resources~~accepted accounting principles, contemplate ~~which~~that ~~could~~we ~~create~~will ~~significant~~continue ~~competitive~~as ~~advantages~~a ~~for~~going ~~those~~concern ~~companies~~and do not contain any adjustments that might result if we were unable to continue as a going concern. ~~Our~~ ~~future~~Notwithstanding ~~success~~the ~~depends~~foregoing onour cash flow deficiencies raise substantial doubt as to our ability to ~~compete~~continue ~~effectively~~as ~~with~~a ~~our~~going ~~competitors~~concern. As aAlso, ~~result~~changes in our operating plans, weour ~~may~~existing ~~have~~and ~~difficulty~~anticipated ~~competing~~working ~~with~~capital ~~larger~~needs, ~~established~~the ~~competitor~~acceleration or ~~companies.~~modification ~~Generally~~of our expansion plans, ~~these~~lower ~~competitors~~than ~~have:~~anticipated revenues, increased expenses, potential acquisitions or other events may also affect our ability to continue as a going concern.

·We anticipate ~~substantially~~incurring ~~greater~~operating ~~financial,~~losses ~~technical~~and negative cash flows in the foreseeable future resulting in uncertainty of future profitability and ~~marketing~~limitation ~~resources;~~on our operations.

10We anticipate that the Company will incur operating losses and negative cash flows in the foreseeable future, and to accumulate increasing deficits as we increase our expenditures for (i) our website and database expansions, (ii) infrastructure, (iii) sales and marketing, (iv) research and development, (v) personnel, and (vi) general business enhancements. Any increases in our operating expenses will require us to achieve significant revenue before we can attain profitability. In the event that we are unable to achieve profitability or raise sufficient funding to cover our losses, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern.

·We ~~larger~~will ~~customer~~need ~~bases;~~additional capital to pursue our marketing strategies, conduct our operations and develop our products, and our ability to obtain the necessary funding is uncertain.

·We ~~better~~will ~~name~~require ~~recognition;~~significant additional capital resources from outside sources including equity and/or debt financings, license arrangements, grants and/or collaborative research arrangements in order to execute on our marketing strategy, develop products and continue operations, and we intend to seek to raise such additional capital. In addition, we anticipate needing additional capital for our anticipated need to hire additional employees, increase our marketing budget, lease additional office space and increase our research and development investment. However, we do not know if such capital will be available to us on reasonably favorable terms, or at all. If we are able to raise such additional capital, our existing stockholders will experience dilution. If we fail to obtain additional capital as and when required, our business will not succeed.

~~· Potentially more expansive product offerings.~~10

~~These~~Our ~~competitors~~business ~~are~~model ~~likely~~depends toon ~~command a larger market share, which may enable them to establish a stronger competitive position than we have, in part, through greater marketing opportunities. Further,~~ our ~~competitors may be able~~ ability to ~~respond~~successfully ~~more~~develop ~~quickly than us to new or emerging technologies~~ and ~~changes~~operate inour ~~user~~networks ~~preferences~~ and todeploy ~~devote~~new ~~greater~~offerings ~~resources than us to developing~~ and ~~operating networks of affinity websites~~technology. These competitors may develop products or services that are comparable or superior. If we fail to address competitive developments quickly and effectively, we may not be able to remain a viable entity.

~~Growth~~There can be no assurances that we will be able to successfully design or engineer our networks or that we will not experience problems with the reliability of ~~internal~~our ~~operations~~network if we are able to make it operational in the future. Any reliability problems that adversely affect our ability to operate our networks would likely reduce revenues and restrict the growth of our business. Our ~~may~~future ~~strain~~success will also depend in part on other factors, including, but not limited to, our ~~financial~~ability ~~resources.~~to:

We● ~~will~~Find besecure significantly expanding the scope of our operating and financial systems in order to build out our business. Our growth rate may place a significant strain on our financial resources for a number of reasons, including, but not limited to, the following:hosting;

·● ~~The~~Enhance ~~need~~our ~~for continued development of the financial and information management systems~~offerings;

·● ~~The~~Address ~~need~~the toneeds ~~manage~~of ~~relationships~~our ~~with~~prospective ~~licensees, resellers, distributors and strategic partners~~users;

·● ~~Difficulties~~Respond into ~~hiring~~technological advances and ~~retaining~~emerging ~~skilled~~industry ~~management,~~standards ~~technical~~ and ~~other~~practices ~~personnel~~on ~~necessary~~a totimely ~~support~~ and ~~manage~~cost-effective ~~our business~~basis; and

·● ~~The~~Develop, ~~need~~enhance toand ~~train~~improve the responsiveness, functionality and ~~manage~~features of our ~~growing~~infrastructure ~~employee~~services ~~base~~and networks.

~~The~~If ~~addition~~we ofare ~~new~~unable ~~infrastructure~~to ~~services,~~integrate ~~networks, vertical categories~~ and ~~affinity~~capitalize on ~~websites,~~new astechnologies ~~well as the attention they demand, may also strain our management resources. We cannot give you any assurance that we will adequately address these risks~~ and, ifstandards ~~we do not~~effectively, our ~~ability to successfully expand our~~ business could be adversely affected.

IfOur webusiness domodel ~~not~~is ~~successfully~~new ~~enhance~~and ~~existing products~~ unproven, and, ~~services~~therefore, orwe ~~fail~~can toprovide ~~develop~~no ~~new~~assurance ~~products~~that ~~and~~we ~~services~~will inbe asuccessful ~~cost-effective manner to meet customer demand~~ in ~~the~~pursuing ~~rapidly evolving market for Internet and IP-based communications services, our business may fail~~it.

~~The~~Our ~~market~~Bizzingo ~~for~~operations ~~communications~~represent ~~services~~new isand ~~characterized~~untested business ~~by rapidly changing technology~~models, ~~evolving~~for ~~industry~~which ~~standards,~~there ~~changes in customer needs and frequent new service and product introductions. We~~ are ~~currently~~no ~~focused~~assurances onthat ~~securing~~we ~~“real-time” communications. Our future success~~ will ~~depend,~~succeed in ~~part,~~building ona ~~our~~profitable business. Our ability to generate ~~use~~advertising ~~new~~is ~~technologies~~highly ~~effectively,~~dependent toon ~~continue~~market toadoption ~~develop~~of our ~~technical and marketing expertise, to enhance our existing~~ services and ~~to develop new services that meet changing customer needs on a timely and cost-effective basis~~products. ~~We may not be able to adapt quickly enough to changing technology, customer requirements and industry standards.~~ If we ~~fail~~are tounable ~~use new technologies effectively,~~ to ~~develop~~attract ~~our technical expertise and new services~~revenues, ~~or to enhance existing services on a timely basis, either internally or through arrangements with third parties,~~ our ~~product~~operations and ~~service~~financial ~~offerings~~condition ~~may~~will ~~fail~~be ~~to meet customer needs, which would~~ adversely ~~affect our revenues and prospects for growth~~affected.

~~Our~~The ~~services~~departure ~~may~~of ~~have~~our ~~technological problems or may not be accepted by consumers. To the extent we pursue commercial agreements~~Chairman, ~~acquisitions~~Chief Executive Officer and /or ~~strategic~~other ~~alliances~~key topersonnel ~~facilitate~~could ~~new~~compromise ~~product~~our orability ~~service~~to ~~activities,~~execute ~~the~~our ~~agreements,~~strategic ~~acquisitions~~plan and~~/or~~ ~~alliances~~ may ~~not~~result bein ~~successful. If~~additional severance ~~any~~costs ~~of these events were~~ to ~~occur, they could damage our reputation, limit our growth, negatively affect our operating results and harm our business~~us.

InOur ~~addition,~~success iflargely wedepends ~~are~~on ~~unable,~~the ~~for technological~~skills, experience ~~legal,~~and ~~financial~~efforts orof ~~other~~our ~~reasons~~key personnel, toincluding ~~adapt~~Douglas ~~in a timely manner to changing market conditions or customer requirements~~Toth, weour ~~could lose customers~~Chairman, ~~strategic~~CEO ~~alliances~~ and ~~market share~~CFO. ~~Sudden~~ The ~~changes~~loss inof ~~user~~these ~~and customer requirements and preferences~~person(s), or ~~the~~our ~~frequent~~failure ~~introduction~~to ofretain ~~new~~other ~~products~~key ~~and~~personnel, ~~services~~would ~~embodying~~jeopardize ~~new~~our ~~technologies~~ability ~~and~~to ~~the~~execute ~~emergence~~our ofstrategic ~~new~~plan ~~industry standards~~ and ~~practices~~materially ~~could~~harm ~~render~~ our business. We ~~existing~~have ~~products,~~currently ~~services~~entered ~~and~~into ~~systems~~employment ~~obsolete. The~~agreements ~~emerging~~with ~~nature~~each of ~~products~~Messrs. ~~and~~Toth ~~services in the technology~~ and ~~communications~~Samson. In ~~industry~~addition, ~~and~~we intend ~~their~~to ~~rapid~~enter ~~evolution~~into ~~will~~a ~~require~~written ~~that~~employment weagreement ~~continually~~with ~~improve~~each ~~the performance, features and reliability~~ of our ~~products~~other ~~and~~key ~~services.~~executives ~~Our~~that ~~success~~can ~~will~~be ~~depend,~~terminated inat ~~part,~~any ontime ~~our~~by us ~~ability~~or ~~to:~~the executives.

11We will need to recruit and retain additional qualified personnel to successfully grow our business.

·Our ~~Enhance~~future success will depend in part on our ability ~~existing~~to ~~products~~attract and ~~services;~~retain qualified operations, marketing and sales personnel as well as engineers. Inability to attract and retain such personnel could adversely affect the growth of our business. We expect to face competition in the recruitment of qualified personnel, and we can provide no assurance that we will attract or retain such personnel.

·We ~~Design,~~will ~~develop,~~rely ~~launch~~on ~~and/or~~third ~~license~~parties ~~new~~for ~~products, services~~ software and ~~technologies~~hardware ~~that~~development, ~~address~~manufacturing ~~the~~content ~~increasingly sophisticated~~ and ~~varied~~technology ~~needs of our current and prospective customers; and~~services.

·We ~~Respond~~expect to ~~technological~~rely ~~advances~~on third party developers to provide software and ~~emerging~~hardware. If ~~industry~~we ~~standards~~experience problems with any of our third party technology or products, our customers’ satisfaction could be reduced, and ~~practices~~our business could be adversely affected. In addition, we expect to rely on athird ~~cost-effective~~parties to provide content through strategic relationships and other arrangements. If we experience difficulties in maintaining these relationships or developing new relationships on a timely basis and on terms favorable to us, our business and financial condition could be adversely affected.

The development of additional products and services and other proprietary technology involves significant technological and business risks and requires substantial expenditures and lead time. We may be unable to use new technologies effectively. Updating our technology internally and licensing new technology from [strategic partners and other third parties may not occur, which could adversely affect our ability to develop and expand our business.]11

IfMalfunctions ~~the~~of ~~market~~third ~~for~~party ~~our~~hosting services could ~~does~~adversely ~~not~~affect ~~develop~~their ~~as anticipated~~business, which may impede our ~~business~~ability ~~would~~to beattract ~~adversely~~and ~~affected~~retain strategic partners and customers.

~~The~~To ~~success~~the extent the number of users of networks utilizing our products suddenly increases, the technology platform and hosting services ~~depend~~which onwill ~~the~~be ~~growth~~required to accommodate a higher volume of ~~social~~traffic ~~network~~may ~~site~~result ~~(SNS)~~in ~~users,~~slower ~~which~~response times or service interruptions. System interruptions or increases in response ~~turn~~time ~~depends~~could onresult ~~wider~~in ~~public~~a ~~acceptance~~loss of ~~our~~potential ~~websites~~or existing users and, ~~offerings. Potential~~if ~~new~~sustained ~~users~~or ~~may~~repeated, ~~view~~could ~~our~~reduce ~~offerings~~the asappeal ~~unattractive~~of ~~relative~~our networks to ~~other~~users. In ~~traditional~~addition, ~~services~~since ~~for~~users adepend ~~number~~on ofreal ~~reasons~~time communication, ~~including~~outages ~~better~~caused ~~perceived~~by ~~offerings~~increased ortraffic ~~pricings~~could ~~than~~result in wedelays ~~currently~~and ~~offer~~system failures. These ~~Potential~~types ~~users~~of ~~may~~occurrences ~~also~~could ~~view~~cause ~~more~~users ~~familiar~~to ~~services~~perceive asthat ~~sufficient~~our ~~for~~solution ~~their~~does ~~SNS~~not function properly and ~~music~~could ~~search~~therefore ~~needs.~~adversely ~~There~~affect isour noability ~~assurance~~to ~~that~~attract ~~our~~and ~~offerings~~retain ~~will~~licensees, ~~ever~~strategic ~~achieve~~partners ~~broad~~and ~~public acceptance~~customers.

IfThere ~~our~~has been increased competition in the “real-time” communications industry. As more companies seek to provide products doand ~~not~~services ~~gain~~similar ~~market~~to ~~acceptance~~our proposed products and services, weand because larger and better-financed competitors may ~~not~~affect beour ~~able~~ability to ~~fund~~operate ~~future~~our ~~operations~~business and achieve profitability, our business may fail.

ACompetition ~~number~~for ofsecuring ~~factors~~IM ~~may~~and ~~affect~~VoIP ~~the~~services is ~~market~~intense. We ~~acceptance~~are aware of similar products and services that will compete directly with our proposed products orand ~~any~~services, and ~~other~~some of the companies developing these similar products weand services are larger, better-financed companies that may develop products orsuperior ~~acquire~~to our proposed products. Many of our prospective competitors are larger and have greater financial resources, which ~~including~~could create significant competitive advantages for those companies. Our future success depends on our ability to compete effectively with our competitors. As a result, ~~among~~we ~~others~~may have difficulty competing with larger, established competitor companies. Generally, these competitors have:

·● ~~the~~substantially ~~price~~greater offinancial, ~~our~~technical ~~products~~and ~~relative~~marketing ~~to other products that seek to secure “real-time” communication~~resources;

·● ~~the~~larger ~~perception~~customer ~~by users of the effectiveness of our products~~bases;

·● ~~our~~better ~~ability~~name ~~to fund our sales and marketing efforts~~recognition; and

·● ~~the~~Potentially ~~effectiveness~~more ofexpansive ~~our~~product ~~sales and marketing efforts~~offerings.

IfThese ~~our~~competitors ~~products~~are dolikely ~~not~~to ~~gain~~command a larger market ~~acceptance~~share, wewhich may ~~not~~enable them to establish a stronger competitive position than we have, in part, through greater marketing opportunities. Further, our competitors may be able to ~~fund~~respond ~~future~~more ~~operations,~~quickly ~~including~~than ~~the~~us ~~development~~to of new ~~products~~or emerging technologies and~~/or~~ ~~our~~changes in ~~sales~~user preferences and ~~marketing~~to ~~efforts~~devote ~~for~~greater ~~our~~resources ~~current~~than us to developing and operating networks of affinity websites. These competitors may develop products, ~~which~~or ~~inability~~services ~~would~~that ~~have~~are acomparable ~~material~~or ~~adverse~~superior. If ~~effect~~we onfail ~~our~~to ~~business,~~address ~~financial~~competitive ~~condition~~developments quickly and ~~operating~~effectively, ~~results~~we may not be able to remain a viable entity.

IfGrowth weof ~~are~~internal ~~not~~operations ~~able~~and tobusiness may ~~adequately~~strain ~~protect~~ our ~~proprietary~~financial ~~rights, our operations would be negatively impacted~~resources.

~~Our~~We ~~ability~~will tobe ~~compete~~significantly ~~partly~~expanding ~~depends on~~ the ~~superiority, uniqueness and value~~ scope of our ~~technology~~operating and ~~intellectual~~financial ~~property. To~~systems ~~protect~~in ~~our~~order ~~proprietary~~to ~~rights,~~build weout ~~rely~~our onbusiness. Our agrowth ~~combination~~rate ofmay ~~patent,~~place ~~trademark,~~a ~~copyright~~significant ~~and~~strain on ~~trade~~our ~~secret~~financial ~~laws,~~resources ~~confidentiality~~for ~~agreements~~a ~~with~~number ~~our~~of ~~employees~~reasons, ~~and third parties~~including, ~~and~~but ~~protective~~not ~~contractual~~limited ~~provisions. Despite these efforts~~to, ~~any of~~ the following ~~may reduce the value of our intellectual property~~:

·● ~~Our~~The ~~applications~~need for ~~patents,~~continued ~~trademarks~~development ~~and~~of ~~copyrights~~the ~~relating~~financial ~~to our business may not be granted~~ and, ifinformation ~~granted,~~management ~~may be challenged or invalidated~~systems;

·● ~~Issued~~The ~~trademarks,~~need ~~copyrights,~~to ormanage ~~patents~~relationships ~~may~~with ~~not~~licensees, ~~provide~~resellers, usdistributors ~~with~~and ~~any~~strategic ~~competitive advantages~~partners;

·● ~~Our~~Difficulties ~~efforts~~in tohiring ~~protect~~and ~~our~~retaining ~~intellectual~~skilled ~~property~~management, ~~rights~~technical ~~may~~and ~~not~~other bepersonnel ~~effective~~necessary into ~~preventing~~support ~~misappropriation~~and ofmanage our ~~technology~~business; orand

12● The need to train and manage our growing employee base.

~~· Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop.~~12

InThe addition, weof ~~may~~new ~~not~~infrastructure beservices, networks, ~~able~~vertical tocategories ~~effectively~~and ~~protect~~affinity ~~our~~websites, ~~intellectual~~as ~~property~~well ~~rights~~as inthe ~~certain~~attention ~~foreign~~they ~~countries~~demand, ~~where we~~ may doalso ~~business~~strain inour ~~the~~management ~~future~~resources. We cannot orgive ~~from~~you ~~which~~any ~~competitors~~assurance ~~may~~that ~~operate. While~~ we ~~have~~will ~~numerous~~adequately ~~pending~~address ~~international~~these ~~patents~~risks and, ~~obtaining~~if ~~such~~we ~~patents~~do ~~will~~ not, ~~necessarily protect~~ our ~~technology~~ability ~~or prevent our international competitors from developing similar products or technologies. Our inability~~ to ~~adequately~~successfully ~~protect~~ expand our ~~proprietary~~business ~~rights~~could ~~would~~be ~~have~~adversely ~~a negative impact on our operations~~affected.

If we ~~are~~do ~~forced~~not tosuccessfully ~~litigate~~enhance toexisting ~~defend~~products ~~our~~and ~~intellectual~~services ~~property rights,~~ or fail to ~~defend~~develop ~~against~~new ~~claims~~products byand ~~third~~services ~~parties~~in ~~against~~a uscost-effective manner ~~relating~~ to ~~intellectual~~meet ~~property~~customer ~~rights,~~demand ~~legal~~in ~~fees~~the ~~and~~rapidly ~~court~~evolving ~~injunctions~~market ~~could~~for ~~adversely~~Internet ~~affect~~and ~~our~~IP-based ~~financial~~communications ~~condition~~services, ~~or end~~ our business may fail.

~~Disputes~~The ~~regarding~~market ~~the~~for ~~ownership~~communications ofservices ~~technologies~~is ~~and~~characterized by ~~intellectual~~rapidly ~~property~~changing ~~rights~~technology, ~~are~~evolving ~~common~~industry standards, changes in customer needs and ~~likely~~frequent tonew ~~arise~~service inand ~~the~~product ~~future~~introductions. We are ~~may~~currently befocused ~~forced~~on tosecuring ~~litigate~~“real-time” ~~against~~communications. Our ~~other~~future ~~competitors~~success towill ~~enforce~~depend, orin ~~defend~~part, on our ability ~~intellectual~~to ~~property~~use ~~rights~~new technologies effectively, to ~~protect~~continue to develop our ~~trade~~technical ~~secrets~~and ormarketing expertise, to ~~determine~~enhance ~~the~~our ~~validity~~existing services and ~~scope~~to ofdevelop ~~other~~new ~~parties’~~services ~~proprietary~~that ~~rights. Any~~meet ~~such~~changing ~~litigation~~customer ~~could~~needs beon ~~very~~a ~~costly~~timely and ~~could~~cost-effective ~~distract~~basis. We ~~our~~may ~~management~~not ~~from~~be able ~~focusing~~to onadapt ~~operating~~quickly ~~our~~enough ~~business. The~~to ~~existence~~changing technology, customer requirements and ~~outcome~~industry ofstandards. If ~~any~~we ~~such~~fail ~~litigation~~to ~~could~~use ~~harm~~new technologies effectively, to develop our ~~business. Additionally,~~technical ~~any~~expertise ~~such~~and ~~costs~~new weservices, ~~incur~~or to ~~defend~~enhance existing services on a timely basis, either internally or ~~protect~~through arrangements with third parties, our ~~intellectual~~product ~~property~~and ~~rights~~service ~~could~~offerings ~~greatly~~may ~~impact~~fail to meet customer needs, which would adversely affect our ~~financial~~revenues ~~condition~~and prospects for growth.

~~Further,~~Our weservices ~~can~~may ~~give~~have notechnological ~~assurances that infringement~~ problems or ~~invalidity~~may ~~claims (or claims for indemnification resulting from infringement claims) will~~ not be ~~asserted~~accepted orby ~~prosecuted~~consumers. To ~~against~~the usextent orwe ~~that~~pursue ~~any~~commercial ~~such~~agreements, ~~assertions~~acquisitions and/or ~~prosecutions~~strategic ~~will~~alliances to ~~not~~facilitate ~~materially~~new ~~adversely~~product ~~affect~~or ~~our~~service ~~business. Regardless~~activities, ofthe ~~whether~~agreements, ~~any~~acquisitions ~~such~~and/or ~~claims~~alliances ~~are~~may ~~valid~~not ~~or can~~ be ~~successfully~~successful. If ~~asserted,~~any of ~~defending~~these ~~against~~events ~~such~~were ~~claims could cause us~~ to ~~incur~~occur, ~~significant~~they ~~costs and~~ could ~~divert~~damage ~~resources~~our ~~away~~reputation, ~~from~~limit our ~~other activities. In addition~~growth, ~~assertion~~negatively ofaffect ~~infringement~~our ~~claims~~operating ~~could~~results ~~result~~and harm ~~in injunctions that prevent us from distributing~~ our ~~products~~business.

WeIn ~~could~~addition, beif ~~subject~~we toare ~~liability~~unable, for ~~hacking~~technological, legal, financial or ~~spam~~other onreasons, to adapt in a timely manner to changing market conditions or customer requirements, we could lose customers, strategic alliances and market share. Sudden changes in user and customer requirements and preferences, the frequent introduction of new products and services embodying new technologies and the emergence of new industry standards and practices could render our ~~networks~~existing products, services and systems obsolete. The emerging nature of products and services in the technology and communications industry and their rapid evolution will require that we continually improve the performance, features and reliability of our products and services. Our success will depend, in part, on our ability to:

~~The~~● ~~nature~~Enhance ~~and breadth of the content on~~ our ~~networks~~existing ~~could~~products ~~result~~and ~~in liability in various areas, including claims relating to:~~services;

·● ~~Defamation~~Design, ~~libel~~develop, ~~negligence,~~launch ~~personal~~and/or ~~injury~~license ~~and~~new ~~other~~products, ~~legal~~services ~~theories~~and ~~based~~technologies onthat address the ~~nature~~increasingly sophisticated and ~~content~~varied needs of ~~the~~our ~~material~~current ~~appearing~~and onprospective ~~our networks~~customers; and

·● ~~Copyright~~Respond orto ~~trademark~~technological ~~infringement~~advances orand ~~other~~emerging ~~wrongful~~industry ~~acts~~standards ~~due~~and topractices ~~the~~on ~~actions~~a ofcost-effective ~~third~~and ~~parties;~~timely ~~and~~basis.

·The ~~Identity~~development ~~theft~~of additional products and services and other proprietary technology involves significant technological and business risks and requires substantial expenditures and lead time. We may be unable to use new technologies effectively. Updating our technology internally and licensing new technology from [strategic partners and other third parties may not occur, ~~misuse~~which ofcould ~~personal~~adversely ~~data~~affect orour ~~information~~ability to develop and expand our business.]

~~Any such claims could likely result in~~ If the ~~Company~~market ~~incurring~~for ~~substantial costs and would be a drain on~~ our ~~financial~~services ~~and~~does ~~other~~not ~~resources. In~~develop ~~addition~~as anticipated, ~~such claims could disrupt~~ our ~~relationships~~business ~~with licensees, resellers, strategic partners and other third parties. This~~ would ~~negatively~~be ~~affect~~adversely ~~our user base and could reduce our revenues as a result~~affected.

The ~~laws~~success ~~governing~~of ~~online~~our ~~secure~~products ~~communications~~and ~~are~~services ~~largely~~depend on ~~unsettled~~the growth of social network site (SNS) users, which in turn depends on wider public acceptance of our websites and ifofferings. Potential new weusers ~~are~~may orview ~~become~~our ~~subject~~offerings as unattractive relative to ~~various~~other ~~government~~traditional ~~regulations~~services for a number of reasons, ~~costs~~including ~~associated~~better perceived ~~with~~offerings ~~those~~or ~~regulations~~pricings than we currently offer. Potential users may ~~materially~~also ~~adversely~~view ~~affect~~more familiar services as sufficient for their SNS and music search needs. There is no assurance that our ~~business~~offerings will ever achieve broad public acceptance.

The current regulatory environment for our services remains unclear. We can give no assurance that we will be in or have been in compliance with local, state and/or federal laws or other laws. Further, we can give no assurance that we will not unintentionally violate such laws or that such laws will not be modified, or that new laws will be enacted in the future which would cause us to be in violation of such laws.13

ItIf isour ~~possible~~products ~~that~~do ~~Congress~~not ~~and~~gain ~~some~~market ~~state legislatures may seek to impose increased fees~~acceptance, ~~regulations and administrative burdens on the services that~~ we ~~provide.~~may ~~Added~~not ~~consumer protection requirements and other obligations could~~ be ~~imposed.~~able ~~Such regulations could result in substantial costs depending on the technical changes required~~ to ~~accommodate~~fund ~~the~~future ~~requirements, and any increased costs could erode our pricing advantage over competing forms of communication and may adversely affect our business~~operations.

13A number of factors may affect the market acceptance of our products or any other products we develop or acquire, including, among others:

In● ~~addition~~the toprice ~~regulations~~of ~~addressing~~ our ~~services,~~products ~~other~~relative ~~regulatory issues relating~~ to ~~the~~other ~~Internet~~products inthat ~~general~~seek ~~could affect our ability~~ to ~~provide~~secure ~~services. Congress has adopted legislation that regulates certain aspects of the Internet, including online content, user privacy, taxation, liability for third~~“real-~~party~~time” activities and jurisdiction. In addition, a number of initiatives pending in Congress and state legislatures would prohibit or restrict advertising or sale of certain products and services on the Internet, which may have the effect of raising the cost of doing business on the Internet generally.communication;

~~Telephone~~● ~~carriers~~the ~~have~~perception ~~petitioned~~by ~~governmental~~users ~~agencies to enforce regulatory tariffs, which, if granted, would increase the cost~~ of ~~online communications, and such increase in cost may impede~~ the ~~growth~~effectiveness of ~~secure online communication and adversely affect~~ our ~~business.~~products;

~~The~~● ~~growing~~our ~~popularity~~ability ~~and use of online secure communications has burdened the existing telecommunications infrastructures, and many high traffic areas have begun~~ to ~~experience~~fund ~~interruptions~~our insales service. As a result, certain local telephone carriers have petitioned governmental agencies to enforce regulatory tariffs on IP telephony traffic that crosses over the traditional time division multiplexing (TDM) telephony networks. If any of these petitions or the relief that they seek is granted, the costs of communicating online could increase substantially, potentially adversely affecting the growth in the use of online networks and ~~communications.~~marketing ~~Any~~efforts; ~~of these developments could have an adverse effect on our business.~~and

If● ~~there~~the ~~are~~effectiveness ~~large numbers~~ of ~~business~~our ~~failures~~sales and ~~mergers~~marketing ~~in the communications industry, our ability to manage costs or increase our subscriber base may be adversely affected~~efforts.

~~The~~If ~~intensity~~our ofproducts ~~competition~~do innot ~~the~~gain ~~communications~~market ~~industry~~acceptance, we ~~has~~may ~~resulted~~not inbe ~~significant~~able ~~declines~~to infund ~~pricing~~future ~~for~~operations, ~~communications~~including ~~services. The~~the ~~intensity~~development of ~~competition~~new products and/or ~~its~~our ~~impact~~sales onand ~~communications~~marketing ~~pricing have caused some communications companies to experience financial difficulty. Our prospects~~ efforts for ~~maintaining~~our orcurrent ~~further improving communications costs could be negatively affected if one or more key communications providers were to experience serious enough difficulties to impact service availability~~products, ifwhich ~~communications~~inability ~~companies~~would ~~merge~~have ~~reducing~~a ~~the~~material ~~number~~adverse ofeffect ~~companies~~on ~~from~~our ~~which we purchase wholesale services~~business, orfinancial ifcondition ~~communications bankruptcies~~ and ~~mergers reduce the level of competition among database, SNS and other service providers~~operating results.

If we ~~expand~~are ~~into~~not ~~international~~able ~~markets,~~to ~~our~~adequately ~~inexperience~~protect ~~outside~~our ~~the~~proprietary ~~United~~rights, ~~States would increase the risk that~~ our ~~international~~operations ~~expansion~~would ~~efforts will not~~ be ~~successful,~~negatively ~~which would in turn limit our prospects for growth~~impacted.

WeOur ~~may~~ability ~~explore~~to ~~expanding~~compete partly depends on the superiority, uniqueness and value of our ~~business~~technology toand ~~other~~intellectual ~~countries~~property. ~~Expansion~~ To ~~into~~protect ~~international~~our ~~markets~~proprietary ~~requires~~rights, ~~significant~~we ~~management~~rely on ~~attention~~a ~~and~~combination ~~financial~~of ~~resources. In~~patent, ~~addition~~trademark, wecopyright ~~may~~and ~~face~~trade ~~the~~secret ~~following~~laws, ~~risks~~confidentiality ~~associated~~agreements with our employees and third parties, and protective contractual provisions. Despite these efforts, any ~~expansion~~of ~~outside~~the following may reduce the ~~United~~value ~~States~~of our intellectual property:

·● ~~challenges~~Our ~~caused~~applications byfor ~~distance~~patents, ~~language~~trademarks and ~~cultural~~copyrights ~~differences~~relating to our business may not be granted and, if granted, may be challenged or invalidated;

·● ~~legal~~Issued trademarks, ~~legislative~~copyrights, ~~and~~or ~~regulatory~~patents ~~restrictions~~may not provide us with any competitive advantages;

·● ~~currency~~Our ~~exchange~~efforts ~~rate~~to ~~fluctuations~~protect our intellectual property rights may not be effective in preventing misappropriation of our technology; or

·● ~~economic~~Our ~~instability;~~efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop.

·In ~~longer~~addition, ~~payment~~we ~~cycles~~may not be able to effectively protect our intellectual property rights in ~~some~~certain foreign countries; where we may do business in the future or from which competitors may operate. While we have numerous pending international patents, obtaining such patents will not necessarily protect our technology or prevent our international competitors from developing similar products or technologies. Our inability to adequately protect our proprietary rights would have a negative impact on our operations.

·If we ~~credit~~are ~~risk~~forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating to intellectual property rights, legal fees and ~~higher~~court ~~levels~~injunctions ofcould ~~payment~~adversely ~~fraud;~~affect our financial condition or end our business.

·Disputes ~~potentially~~regarding ~~adverse~~the ~~tax~~ownership ~~consequences;~~of technologies and intellectual property rights are common and likely to arise in the future. We may be forced to litigate against other competitors to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of other parties’ proprietary rights. Any such litigation could be very costly and could distract our management from focusing on operating our business. The existence and outcome of any such litigation could harm our business. Additionally, any such costs we incur to defend or protect our intellectual property rights could greatly impact our financial condition.

·Further, ~~higher~~we ~~costs~~can ~~associated~~give ~~with~~no ~~doing~~assurances that infringement or invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against us or that any such assertions or prosecutions will not materially adversely affect our business. Regardless of ~~internationally~~whether any such claims are valid or can be successfully asserted, defending against such claims could cause us to incur significant costs and could divert resources away from our other activities. In addition, assertion of infringement claims could result in injunctions that prevent us from distributing our products.

~~These risks could harm our international expansion efforts, which could in turn harm our business prospects.~~14

14We could be subject to liability for hacking or spam on our networks.

~~Climate~~The ~~change~~nature ~~poses~~and ~~both~~breadth ~~regulatory~~of ~~and~~the ~~physical~~content ~~risks~~on ~~that~~our networks could ~~harm~~result ~~our~~in ~~operations~~liability orin ~~the~~various ~~way~~areas, weincluding ~~expect~~claims torelating ~~conduct business.~~to:

In● ~~addition to the possible direct economic impact that climate change could have on us~~Defamation, climate change mitigation programs and regulations could increase our costs. We see the potential for higher energy costs driven by climate change regulations. Our costs could increase if utility and communication companies pass on their costslibel, ~~such as those associated with carbon taxes~~negligence, ~~emission~~personal ~~cap~~injury and ~~trade programs, or renewable portfolio standards. While we maintain business recovery plans that are intended to allow us to recover from natural disasters or~~ other ~~events~~legal ~~that~~theories ~~can~~based beon ~~disruptive~~the tonature ~~our~~and ~~business,~~content weof ~~cannot~~the bematerial ~~sure~~appearing ~~that~~on our ~~plans will fully protect us from all such disasters or events.~~networks;

We● ~~are~~Copyright ~~subject~~or trademark infringement or other wrongful acts due to ~~management~~the ~~risks.~~actions of third parties; and

~~New~~● ~~ventures~~Identity ~~have substantial inherent risks including~~theft, ~~but~~misuse ~~not limited to, development, marketing, sales, distribution, human factors and the coordination~~ of ~~any~~personal ~~and~~data all of these activities. Notwithstanding our due diligence and any pre-planning, our products and services may encounter unexpected problems in connection with any of these activities that could not be foreseen or ~~accurately predicted and which could have a material adverse effect on our business, financial condition and results of operations~~information.

Any such claims could likely result in the Company incurring substantial costs and would be a drain on our financial and other resources. WeIn ~~have~~addition, ~~agreed~~such toclaims ~~indemnify~~could disrupt our ~~directors~~relationships with licensees, resellers, strategic partners and ~~officers~~other third parties. This would negatively affect our user base and could reduce our revenues as a result.

~~Our~~The laws ~~officers~~governing ~~and~~online ~~directors~~secure communications are ~~required~~largely tounsettled, ~~exercise good faith~~ and ~~high~~if ~~integrity~~we inare ~~our~~or ~~management~~become ~~affairs.~~subject ~~Our~~to ~~articles~~various ofgovernment ~~incorporation~~regulations, costs ~~our~~associated ~~bylaws~~with ~~and~~those ~~the~~regulations ~~Nevada~~may ~~Revised~~materially ~~Statutes~~adversely ~~provide,~~affect ~~however, that~~ our ~~officers and directors will have no liability to our stockholders for losses sustained or liabilities incurred which arise from any transaction in their respective managerial capacities unless they:~~business.

·The ~~violated~~current ~~their~~regulatory ~~duty~~environment offor ~~loyalty,~~our services ·remains ~~did~~unclear. We ~~not~~can ~~act~~give inno ~~good~~assurance ~~faith,~~that ·we ~~engaged~~will be in ~~intentional~~or ~~misconduct~~have been in compliance with local, state and/or federal ~~knowingly~~laws ~~violated~~or ~~the~~other ~~law~~laws. Further, ·we ~~approved~~can angive ~~improper~~no ~~dividend~~assurance that we will not unintentionally violate such laws or ~~stock~~that ~~repurchase~~such laws will not be modified, or ·that ~~Derived~~new anlaws ~~improper~~will ~~benefit~~be ~~from~~enacted in the ~~transaction~~future which would cause us to be in violation of such laws.

~~Our~~It ~~articles~~is ofpossible ~~incorporation,~~that ~~our~~Congress ~~bylaws~~ and ~~the~~some ~~Nevada~~state legislatures ~~Revised~~may ~~Statutes~~seek ~~also~~to ~~provide~~impose ~~for~~increased ~~the~~fees, ~~indemnification~~regulations ~~by us of our officers~~ and ~~directors~~administrative ~~against~~burdens ~~any~~on ~~losses or liabilities they may incur as a result of~~ the ~~manner~~services ~~in which they operate our business or conduct the internal affairs, provided~~ that inwe ~~connection~~provide. ~~with~~Added ~~these~~consumer protection ~~activities~~requirements ~~they act in good faith~~ and inother aobligations ~~manner~~could ~~that they reasonably believe to~~ be ~~in, or not opposed to, our best interests, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations~~imposed. WeSuch ~~have~~regulations ~~also entered into indemnity agreements with our officers and directors. These indemnification obligations~~ could result in ~~the Company incurring~~ substantial ~~expenditures~~costs todepending ~~cover~~ on the ~~cost~~technical ofchanges ~~settlement~~required orto ~~damage~~accommodate ~~awards~~the ~~against directors and officers~~requirements, ~~which we may be unable to recoup. These provisions~~ and ~~resultant~~any increased costs ~~may~~could ~~also~~erode ~~discourage~~ our ~~company~~pricing ~~from~~advantage ~~bringing~~over competing aforms ~~lawsuit against directors and officers for breaches~~ of ~~their~~communication ~~fiduciary duties,~~ and may ~~similarly~~adversely ~~discourage~~affect ~~the filing of derivative litigation by~~ our ~~stockholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and stockholders~~business.

WeIn ~~have~~addition ~~and~~to ~~will~~regulations ~~continue~~addressing our services, other regulatory issues relating to ~~incur~~the ~~increased~~Internet ~~costs~~in asgeneral acould ~~result~~affect our ability to provide services. Congress has adopted legislation that regulates certain aspects of ~~being~~the Internet, including online content, user privacy, taxation, liability for third-party activities and jurisdiction. In addition, a ~~public~~number ~~company~~of initiatives pending in Congress and state legislatures would prohibit or restrict advertising or sale of certain products and services on the Internet, ~~compared~~which tomay have the ~~Company’s~~effect ~~historical~~of ~~operations~~raising asthe acost of ~~private~~doing ~~company~~business on the Internet generally.

AsTelephone acarriers ~~public company, we~~ have ~~and~~petitioned ~~will~~governmental agencies ~~continue~~ to ~~incur~~enforce ~~significant~~regulatory ~~legal~~tariffs, ~~accounting~~which, ~~and~~if ~~other~~granted, ~~expenses~~would ~~that~~increase ~~UDM~~the ~~and~~cost ~~Phreadz~~of ~~did~~online ~~not incur as private companies. We expect the laws~~communications, ~~rules~~ and ~~regulations~~such ~~governing public companies to~~ increase in ~~our~~cost ~~legal~~may ~~and~~impede ~~financial compliance costs and to make some activities more time-consuming and costly. Additionally, with~~ the ~~Acquisitions~~growth ~~and the termination~~ of ~~our~~secure ~~status~~online ascommunication aand ~~shell~~adversely ~~company,~~affect ~~we will incur additional costs associated with~~ our ~~public company reporting requirements~~business.

15The growing popularity and use of online secure communications has burdened the existing telecommunications infrastructures, and many high traffic areas have begun to experience interruptions in service. As a result, certain local telephone carriers have petitioned governmental agencies to enforce regulatory tariffs on IP telephony traffic that crosses over the traditional time division multiplexing (TDM) telephony networks. If any of these petitions or the relief that they seek is granted, the costs of communicating online could increase substantially, potentially adversely affecting the growth in the use of online networks and communications. Any of these developments could have an adverse effect on our business.

~~Risks Related to our Stock~~15

~~Trading~~If there inare ~~our~~large ~~common~~numbers ~~stock~~of isbusiness ~~limited~~failures and mergers in the ~~price~~communications ofindustry, our ~~common~~ability ~~stock~~to ~~may~~manage becosts ~~subject~~or toincrease our ~~substantial~~subscriber ~~volatility~~base may be adversely affected.

~~Our~~The ~~common~~intensity ~~stock~~of iscompetition ~~traded~~in on the ~~OTC~~communications industry ~~Bulletin~~has ~~Board,~~resulted ~~and~~in ~~therefore~~significant ~~the~~declines ~~trading~~in ~~volume~~pricing isfor ~~more~~communications ~~limited~~services. The intensity of competition and ~~sporadic~~its impact ~~than~~on ifcommunications ~~our~~pricing ~~common~~have ~~stock~~caused ~~were~~some ~~traded~~communications oncompanies ato ~~national~~experience ~~stock~~financial ~~exchange~~difficulty. Our ~~such~~prospects for asmaintaining ~~The~~or ~~Nasdaq~~further ~~Stock~~improving ~~Market~~communications costs could be negatively affected if one or ~~the~~more ~~NYSE~~key ~~Amex.~~communications ~~Additionally,~~providers were ~~the~~to ~~price~~experience ofserious ~~our~~enough ~~common~~difficulties ~~stock~~to ~~may~~impact beservice ~~volatile~~availability, asif acommunications ~~result~~companies ofmerge areducing ~~number~~the number of ~~factors,~~companies ~~including,~~from ~~but~~which ~~not~~we ~~limited~~purchase towholesale services, or if communications bankruptcies and mergers reduce the ~~following:~~level of competition among database, SNS and other service providers.

·If we ~~quarterly~~expand ~~variations~~into international markets, our inexperience outside the United States would increase the risk that our international expansion efforts will not be successful, which would in turn limit our ~~operating~~prospects ~~results;~~for growth.

·We ~~large~~may ~~purchases~~explore orexpanding ~~sales~~our ofbusiness ~~our~~to ~~common~~other countries. Expansion ~~stock;~~into international markets requires significant management attention and financial resources. In addition, we may face the following risks associated with any expansion outside the United States:

·● ~~actual~~challenges orcaused ~~anticipated~~by ~~announcements~~distance, oflanguage ~~new~~and ~~products~~cultural ~~or services by us or competitors~~differences;

·● ~~general~~legal, ~~conditions~~legislative inand ~~the~~regulatory ~~markets in which we compete~~restrictions; ~~and~~

·● ~~economic~~currency ~~and~~exchange ~~financial~~rate ~~conditions.~~fluctuations;

~~“Penny~~● ~~stock”~~economic ~~regulations may impose certain restrictions on the marketability of our securities.~~instability;

~~The~~● ~~SEC~~longer ~~has~~payment ~~adopted~~cycles regulations which generally define a “penny stock” to be any equity security that has a price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions (including the issuer of the securities having net tangible assets (i.e., total assets less intangible assets and liabilities) in ~~excess~~some of $2,000,000 or average revenue of at least $6,000,000 for the last three years). As a result, our common stock could be subject to these rules that impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally persons with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a “penny stock,” unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the “penny stock” market. The broker-dealer must also disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the “penny stock” held in the account and information on the limited market in “penny stocks.” Consequently, although the “penny stock” rules do not currently apply to our securities, if these rules do become applicable in the future, this may restrict the ability of broker-dealers to sell our securities.countries;

~~Securities~~● ~~analysts~~credit ~~may~~risk ~~not cover our common stock~~ and ~~this~~higher ~~may~~levels ~~have~~of apayment ~~negative impact on our common stock’s market price.~~fraud;

~~The~~● ~~trading~~potentially ~~market~~adverse ~~for~~tax ~~our~~consequences; ~~common stock may depend on the research~~ and reports that securities analysts publish about us or our business. We do not have any control over these analysts. There is no guarantee that securities analysts will cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect our common stock’s market price, if any. If we are covered by securities analysts, and our stock is downgraded, our stock price would likely decline. If one or more of these analysts ceases to cover us or fails to publish regularly reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

We● ~~may~~higher ~~seek~~costs toassociated ~~raise~~with ~~additional~~doing ~~funds,~~business ~~finance acquisitions or develop strategic relationships by issuing capital stock~~internationally.

WeThese ~~have~~risks ~~financed~~could ~~our~~harm ~~operations, and we expect to continue to finance~~ our ~~operations,~~international ~~acquisitions and develop strategic relationships~~expansion efforts, ~~by issuing equity or convertible debt securities,~~ which could ~~significantly~~in ~~reduce~~turn orharm ~~dilute the percentage ownership of~~ our ~~existing~~business ~~stockholders~~prospects. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of stock to decline.

16Climate change poses both regulatory and physical risks that could harm our operations or the way we expect to conduct business.

WeIn ~~may~~addition ~~also~~to ~~raise~~the possible ~~additional~~direct ~~funds~~economic ~~through~~impact ~~the~~that ~~incurrence~~climate ofchange ~~debt~~could have on us, climate change mitigation programs and regulations could increase our costs. We see the ~~holders~~potential offor ~~any~~higher ~~debt~~energy wecosts ~~may~~driven ~~issue~~by ~~would~~climate ~~have~~change ~~rights~~regulations. ~~superior~~Our tocosts ~~your~~could ~~rights~~increase if inutility ~~the~~and ~~event~~communication wecompanies ~~are~~pass ~~not~~on ~~successful~~their costs, such as those associated with carbon taxes, emission cap and trade programs, or renewable portfolio standards. While we maintain business recovery plans that are ~~forced~~intended to ~~seek~~allow ~~the~~us ~~protection~~to ofrecover from ~~the~~natural ~~bankruptcy~~disasters ~~laws~~or other events that can be disruptive to our business, we cannot be sure that our plans will fully protect us from all such disasters or events.

We ~~have~~are nosubject ~~current~~to ~~intention~~management ~~of declaring or paying any cash dividends on our common stock~~risks.

WeNew doventures have substantial inherent risks including, but not ~~plan~~limited to, ~~declare~~development, ormarketing, ~~pay~~sales, ~~any~~distribution, ~~cash~~human ~~dividends~~factors onand ~~our~~the ~~common~~coordination ~~stock.~~of ~~Our~~any ~~current~~and ~~policy~~all isof these toactivities. Notwithstanding ~~retain~~our ~~all~~due ~~funds~~diligence and any ~~earnings~~pre-planning, ~~for~~our ~~use~~products and services may encounter unexpected problems in ~~the~~connection ~~operation~~with any of these activities that could not be foreseen or accurately predicted and ~~expansion~~which ofcould have a material adverse effect on our business, financial condition and results of operations.

1716

~~Item~~ We ~~1B.~~have ~~Unresolved~~agreed ~~Staff~~to ~~Comments.~~indemnify our directors and officers

~~None~~Our officers and directors are required to exercise good faith and high integrity in our management affairs. Our articles of incorporation, our bylaws and the Nevada Revised Statutes provide, however, that our officers and directors will have no liability to our stockholders for losses sustained or liabilities incurred which arise from any transaction in their respective managerial capacities unless they:

~~Item~~● ~~2. Properties.~~violated their duty of loyalty,

~~Our~~● ~~principal~~did ~~executive~~not ~~offices~~act ~~are~~in ~~located~~good ~~at 63 Main Street~~faith, Flemington, New Jersey 08858. This office space has been provided by Groupmark Financial Services Ltd., with no cost to the Company. This arrangement began on April 1, 2009, and as at December 1, 2010 we started paying rent of $805.00 per month on a month to month basis. The telephone number at this address is (908) 968-0838.

~~Item~~● ~~3. Legal~~engaged ~~Proceedings.~~in intentional misconduct or knowingly violated the law,

We● ~~are~~approved ~~not~~an aimproper ~~party~~dividend toor ~~any~~stock ~~legal proceedings. Management is not aware of any legal proceedings proposed to be initiated against the Company. However~~repurchase, ~~from time to time, the Company may become subject to claims and litigation generally associated with any business venture operating in the ordinary course.~~or

~~Item~~● ~~4. [Removed~~Derived ~~and~~an ~~Reserved~~improper benefit from the transaction.]

~~Not~~Our ~~applicable~~articles of incorporation, our bylaws and the Nevada Revised Statutes also provide for the indemnification by us of our officers and directors against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that in connection with these activities they act in good faith and in a manner that they reasonably believe to be in, or not opposed to, our best interests, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations. We have also entered into indemnity agreements with our officers and directors. These indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and stockholders.

~~PART~~We IIhave and will continue to incur increased costs as a result of being a public company, compared to the Company’s historical operations as a private company.

~~Item~~As 5a public company, we have and will continue to incur significant legal, accounting and other expenses that UDM and Phreadz did not incur as private companies. ~~Market~~ We ~~for~~expect the ~~Registrant’s~~laws, ~~Equity~~rules and regulations governing public companies to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Additionally, ~~Related~~with ~~Stockholder~~the ~~Matters~~Acquisitions and ~~Issuer~~the ~~Purchases~~termination of ~~Equity~~our ~~Securities~~status as a shell company, we will incur additional costs associated with our public company reporting requirements.

~~The~~Risks ~~Company’s~~Related ~~common stock is traded on the Over-the-Counter Bulletin Board. On June 18, 2010 we changed our Company name~~ to ~~Phreadz, Inc. and on July 6, 2010~~ our symbol changed from “AWDM” to “PHDZ”. On April 29, 2011, we received notice from FINRA/OTC Corporate Actions that our name change would be effective on the open of business on May 2, 2011 and our common stock will trade under the new symbol “BIZZ”. All share prices have been adjusted to provide for the 7-1 forward stock split affected on September 28, 2009. We consider our stock to be “thinly traded” and any reported sale prices may not be a true market–based valuation of its stock. The following table sets forth, for the periods indicated, the high and low bid prices of a share of our common stock for the last two fiscal years.Stock

	HIGH BID		LOW BID
2011
Quarter Ended August 2010	$	1.010	$	0.580
Quarter Ended November 30, 2010	$	0.750	$	0.600
Quarter Ended February 28, 2011	$	0.600	$	0.510
Quarter Ended May 31, 2011	$	1.500	$	0.650
2010
Quarter Ended August 31, 2009	$	0.179	$	0.146
Quarter Ended November 30, 2009	$	0.146	$	0.021
Quarter Ended February 28, 2010	$	0.146	$	0.146
Quarter Ended May 31, 2010	$	1.000	$	0.146

Trading in our common stock is limited and the price of our common stock may be subject to substantial volatility.

~~The~~Our ~~above~~common ~~quotations~~stock ~~are~~is ~~taken~~traded ~~from~~on ~~information~~the ~~provided~~OTC byBulletin Board, ~~OTCMarkets.com~~and therefore the trading volume is more limited and sporadic than if our common stock were traded on a national stock exchange such as The Nasdaq Stock Market or the NYSE Amex. Additionally, the price of our common stock may be volatile as a result of a number of factors, including, but not ~~represent~~limited ~~actual~~to, ~~transactions.~~the following:

18● quarterly variations in our operating results;

~~Common~~● ~~Stock~~large purchases or sales of our common stock;

We● ~~are~~actual ~~authorized~~or toanticipated ~~issue~~announcements ~~525,000,000 shares~~ of ~~common~~new ~~stock,~~products ~~with~~or aservices ~~par value of $0.001. The closing price of our common stock on August 15, 2011, as quoted~~ by ~~the~~us OTC was $0.40. There are 66,780,576 shares of common stock issued and outstanding as of August 15, 2011. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or pre-emptive rights. The common stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the company, the holders of common stock will share equally in any balance of the Company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the company are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available.competitors;

~~Record~~● ~~Holders~~general conditions in the markets in which we compete; and

At● ~~June~~economic ~~30, 2011, the Company had 123 shareholders of record,~~ and anfinancial ~~unknown number of additional holders whose stock is held in "street form"~~conditions. ~~The transfer agent of our common stock is Island Stock Transfer.~~

~~Recent Sales of Unregistered Securities~~17

~~The~~“Penny ~~acquisition~~stock” ofregulations may ~~Phreadz~~impose ~~and~~certain ~~UDM~~restrictions ~~by the Company~~ on ~~April 27, 2010 was accounted for as a recapitalization by~~ the ~~Company.~~marketability ~~The recapitalization was the merger~~ of ~~two~~our ~~private LLCs into a non-operating public shell corporation (the Company) with nominal net assets and as such is treated as a capital transaction, rather than a business combination~~securities. The transaction is the equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation. The pre-acquisition consolidated financial statements of Phreadz and UDM are treated as the historical financial statements of the consolidated Company. Therefore, the capital structure of the consolidated enterprise, being the capital structure of the legal parent, is different from that appearing in the financial statements of Phreadz and UDM in earlier periods due to the recapitalization.

1The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a price of less than $5.00 Onper ~~April~~share 3or an exercise price of less than $5.00 per share, ~~2009~~subject to certain exceptions (including the issuer of the securities having net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2,000,000 or average revenue of at least $6,000,000 for the last three years). As a result, our common stock could be subject to these rules that impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally persons with a net worth in excess of $1,~~920~~000,000 ~~shares~~or ~~were~~annual ~~issued~~income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for ~~property~~the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a “penny stock,” unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the “penny stock” market. The broker-dealer must also disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the “penny stock” held in the account and information on the limited market in “penny stocks.” Consequently, although the “penny stock” rules do not currently apply to our securities, if these rules do become applicable in the future, this may restrict the ability of broker-dealers to sell our securities.

2.Securities Onanalysts ~~May~~may ~~28,~~not ~~2009,~~cover ~~12,480,000~~our common ~~shares~~stock ~~were~~and ~~issued~~this ~~for~~may ~~cash~~have a negative impact on our common stock’s market price.

3The trading market for our common stock may depend on the research and reports that securities analysts publish about us or our business. We Ondo ~~August~~not 25have any control over these analysts. There is no guarantee that securities analysts will cover our common stock. If securities analysts do not cover our common stock, ~~2009~~the lack of research coverage may adversely affect our common stock’s market price, 23if any. If we are covered by securities analysts,~~136~~ and our stock is downgraded,~~000~~ ~~shares~~our ~~were~~stock ~~issued~~price ~~for~~would ~~cash~~likely decline. If one or more of these analysts ceases to cover us or fails to publish regularly reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

4.We Onmay ~~March~~seek ~~10,~~to ~~2010,~~raise 5additional funds,~~782,400~~ finance ~~shares~~acquisitions ~~were~~or ~~issued~~develop ~~for~~strategic ~~cash~~relationships by issuing capital stock.

5.We Onhave ~~April~~financed 27our operations, ~~2010~~and we expect to continue to finance our operations, 42acquisitions and develop strategic relationships,~~700~~ by issuing equity or convertible debt securities,~~000~~ ~~shares~~which ~~were~~could significantly reduce or dilute the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and 32privileges senior to those of our existing stock. Moreover,~~712,176~~ any ~~shares~~issuances ~~were~~by ~~cancelled~~us ~~upon~~of equity securities may be at or below the ~~recapitalization~~prevailing ~~due~~market toprice of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the ~~reverse~~market ~~merger~~price of stock to decline.

6.We Onmay ~~May~~also ~~20,~~raise ~~2010,~~additional 1funds through the incurrence of debt,~~933,333~~ ~~shares~~and ~~were~~the ~~issued~~holders atof ~~$0.15~~any ~~per~~debt ~~share,~~we ~~for~~may anissue ~~aggregate~~would ~~cash~~have ~~amount~~rights superior to your rights in the event we are not successful and are forced to seek the protection of ~~$290,000~~the bankruptcy laws.

7.We Onhave ~~May~~no ~~31,~~current ~~2010,~~intention ~~6,514,310 shares were issued in settlement~~ of ~~$892,147.34~~declaring or inpaying ~~notes~~any ~~assigned~~cash todividends ~~the~~on ~~Company~~our ~~with~~common ~~one note-holder also receiving the “right” with their settled note to receive the equivalent amount of the face amount of their note in consideration of their note~~stock.

8.We Ondo ~~June~~not 8,plan ~~2010~~to ~~1,333,333~~declare ~~shares~~or ~~were~~pay ~~issued~~any atcash $0dividends on our common stock.15 Our current policy is to retain all funds and any earnings for ~~cash~~use in the operation and expansion of ~~$200,000~~our business.

~~9. On June 22, 2010 1,334,176 net shares were issued on account of an April 27, 2010 Exchange Agreement.~~18

~~10.~~Item ~~On July 16, 2010 2,520,000 shares were issued at $0~~1B.15 ~~for~~Unresolved ~~cash~~Staff ~~of $378,000~~Comments.

11None. ~~On November 1, 2010 1,080,000 shares were issued at $0.15 for cash of $162,000.~~

~~12.~~Item ~~On December 3, 2010 720,000 shares were issued at $0~~2.15 ~~for cash of $108,000~~Properties.

~~13.~~Our Onprincipal ~~January~~executive 31offices are located at 63 Main Street, ~~2011~~Flemington, byNew ~~resolution~~Jersey ~~the~~08858. ~~Board~~Our ~~caused~~monthly ~~2,000,000~~rental ~~shares~~on our office space is $805.00 and our arrangement is on a month to bemonth ~~issued~~basis. ~~for~~The ~~services~~telephone number at this address is (908) 968-0838.

14Item 3. OnLegal ~~March 15, 2011 2,500,000 shares were issued for the acquisition of computer code~~Proceedings.

19We are not a party to any legal proceedings. Management is not aware of any legal proceedings proposed to be initiated against the Company. However, from time to time, the Company may become subject to claims and litigation generally associated with any business venture operating in the ordinary course.

OnItem ~~April 27, 2010, we completed the acquisitions under the Purchase Agreements entered into with both Phreadz and UDM~~4. AsMine aSafety ~~condition of closing, 32,712,176 shares of our issued and outstanding common stock previously held by certain stockholders were cancelled pursuant to the terms of the Purchase Agreements~~Disclosure. We issued 21,659,200 shares of our common stock in exchange for 100% of the membership units of Phreadz and 21,659,200 shares of our common stock in exchange for 100% of the membership units of UDM, at which time Phreadz and UDM became our wholly owned subsidiaries.

OnNot ~~May 20, 2010, we entered into a Unit Purchase Agreement with a single accredited investor (the “May 20th Purchaser”) pursuant to which the May 20th Purchaser purchased 10~~applicable.74074 Units (each, a “Unit”) at a purchase price of $27,000 per Unit, for an aggregate purchase price of $290,000. Each Unit purchased consisted of: (a) one hundred eighty thousand (180,000) shares of the Company’s common stock; (b) a Series A Warrant (the “Series A Warrants”) to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.30 per share; and (c) a Series B Warrant (the “Series B Warrants”) to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.60 per share. Accordingly, the May 20th Purchaser received 1,933,333 shares of common stock (the “Shares”); a Series A Warrant to purchase 966,666 shares of common stock and a Series B Warrant to purchase 966,666 shares of common stock.

OnPART May 31, 2010, we entered into Unit Purchase Agreements with nine (9) accredited investors (the “May 31st Purchasers) pursuant to which the May 31st Purchasers purchased 33.0425 Units at a purchase price of $27,000 per Unit, for an aggregate purchase price of $892,147.34. The purchase price for the Units was paid via assignment of certain outstanding promissory notes originally issued by our subsidiaries UDM and Phreadz. In addition, one May 31st Purchaser also received the “right” with its note to receive the equivalent amount of the face amount of such note in Units with the consideration of such May 31st Purchaser’s original note. Each Unit purchased consisted of: (a) one hundred eighty thousand (180,000) shares of the Company’s common stock; (b) a Series A Warrant to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.30 per share; and (c) a Series B Warrant to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.60 per share. Accordingly, in total, the May 31st Purchasers received 6,514,310 shares of common stock; Series A Warrants to purchase 3,257,154 shares of common stock; and Series B Warrants to purchase 3,257,154 shares of common stock.II

OnThe ~~July~~Company’s ~~16,~~common ~~2010,~~stock weis ~~entered~~traded on ~~into~~the aOver-the-Counter ~~Unit~~Bulletin ~~Purchase~~Board. ~~Agreements~~On ~~with~~June ~~thirteen~~18, ~~(13)~~2010 ~~accredited~~we ~~investors~~changed ~~pursuant~~our toCompany ~~which~~name ~~the~~to ~~Purchasers~~Phreadz, ~~purchased~~Inc. 14and ~~Units~~on atJuly ~~a Purchase Price of $27~~6,~~000~~ ~~per~~2010 ~~Unit~~our ~~for~~symbol changed anfrom ~~aggregate~~“AWDM” ~~purchase~~to ~~price of $378,000~~“PHDZ”. ~~Each~~On ~~Unit~~May ~~purchased~~2, ~~consisted~~201 ofin ~~(a)~~connection ~~one~~with ~~hundred~~our ~~eighty~~name ~~thousand~~change ~~(180,000)~~to ~~shares of the Company’s common stock~~Bizzingo, ~~par value $0~~Inc.~~001~~, ~~per~~our symbol ~~share~~changed ~~(“Common~~to ~~Stock~~“BIZZ”);. ~~(b)~~All ashare ~~Series~~prices Ahave ~~Warrant (the~~been ~~“Series~~adjusted ~~A Warrants”)~~ to ~~purchase~~provide ~~ninety~~for ~~thousand~~the ~~(90,000)~~7-1 ~~shares~~forward ofstock ~~Common~~split ~~Stock~~affected on atSeptember an28, ~~exercise price of $0~~2009.30 ~~per~~We ~~share;~~consider ~~and~~our ~~(c)~~stock ato ~~Series~~be ~~B Warrant (the~~ “~~Series~~thinly ~~B Warrants~~traded”, ~~together~~and ~~with~~any ~~the~~reported ~~Series~~sale Aprices ~~Warrants,~~may ~~the~~not ~~“Warrants”)~~be toa ~~purchase~~true ~~ninety~~market–based valuation ~~thousand (90,000) shares~~ of ~~Common~~its ~~Stock~~stock. atThe anfollowing ~~exercise~~table ~~price~~sets ~~of $0.60 per share. Accordingly~~forth, infor ~~total,~~the ~~purchasers~~periods ~~received 2~~indicated,~~520,000~~ ~~shares of Common Stock (~~the ~~“Shares”);~~high aand ~~Series~~low Abid ~~Warrant~~prices ~~to purchase 1,260,000 shares~~ of ~~Common Stock and~~ a ~~Series~~share Bof ~~Warrant~~our common tostock ~~purchase~~for ~~1,260,000~~the ~~shares~~last oftwo ~~Common~~fiscal ~~Stock~~years.

Southridge Investment Group LLC. an SEC Registered Broker/Dealer, Member FINRA/SIPC (“Southridge”) acted as placement agent in connection with the sale of the 13 Units referred to above in the preceding paragraph. Southridge received $22,140 in commissions and expenses and 54,000 Series A Warrants and 54,000 Series B Warrants. We also paid $3,500 in escrow fees. The net proceeds of the offering after payments of the commissions and expenses and escrow fees were approximately $352,360.

	HIGH BID		LOW BID
2012
Quarter Ended August 2011	$	0.98	$	0.31
Quarter Ended November 30, 2011	$	0.43	$	0.13
Quarter Ended February 28, 2012	$	0.28	$	0.12
Quarter Ended May 31, 2012	$	0.59	$	0.13
2011
Quarter Ended August 2010	$	1.01	$	0.58
Quarter Ended November 30, 2010	$	0.75	$	0.60
Quarter Ended February 28, 2011	$	0.60	$	0.51
Quarter Ended May 31, 2011	$	1.50	$	0.65
2010
Quarter Ended August 31, 2009	$	0.179	$	0.146
Quarter Ended November 30, 2009	$	0.146	$	0.021
Quarter Ended February 28, 2010	$	0.146	$	0.146
Quarter Ended May 31, 2010	$	1.00	$	0.146

20The above quotations are taken from information provided by OTCMarkets.com and may not represent actual transactions.

In April 2007 the Company entered into an Exchange Agreement (“Exchange Agreement”) with Professional Capital Partners, Ltd. ("PCP"), pursuant to which the Company and PCP agreed to exchange 5,325,824 shares of the Company's common stock (the “Original Shares”) for $1,000,000 worth of Units in its next financing. The Company has offered and sold Units in a financing, with each Unit consisting of: (i) 180,000 shares of the Company's common stock; (ii) a Series A warrant to purchase 90,000 shares of common stock at an exercise price of $0.30 per share; and (iii) a Series B Warrant to purchase 90,000 shares of common stock at an exercise price of $0.60 per share.19

OnCommon June 22, 2010 PCP exercised this Exchange Agreement and exchanged its Original Shares for 37 Units. As a result, PCP received 6,660,000 shares of common stock; a Series A Warrant to purchase 3,330,000 shares of common stock; and a Series B Warrant to purchase 3,330,000 shares of common stock.Stock

AWe ~~financing~~are ~~expense~~authorized ofto $1issue 525,000,~~632~~000 ~~was~~shares of ~~recorded~~common atstock, ~~May~~with ~~31,~~a ~~2010~~par asvalue aof $0.001. The closing price of our common stock ~~issuance~~on ~~liability~~September ~~with~~6, 2012, as quoted by the ~~exercise~~OTC was $0.07. There are 112,434,525 shares of ~~the~~common ~~Exchange~~stock ~~Agreement~~issued onand ~~June~~outstanding 22as of September 6, ~~2010~~2012. ~~because~~All ~~this~~shares ~~cost~~of ~~became~~common ~~known~~stock have ~~prior~~one tovote ~~the~~per ~~report~~share ~~date~~on all matters including election of ~~this~~directors, ~~disclosure~~without provision for cumulative voting. The ~~financing~~common ~~cost~~stock is ~~was~~not ~~determined~~redeemable ~~using~~and ~~the~~has ~~last~~no ~~trade~~conversion ofor $0pre-emptive rights.75 asThe ~~reported~~common onstock ~~OTCBB.com~~currently onoutstanding ~~June~~is ~~11,~~validly ~~2010~~issued, ~~prior~~fully paid toand non- assessable. In the ~~June~~event ~~22,~~of ~~2010~~liquidation ~~exercise~~of ~~date~~the company, onthe holders of common stock will share equally in any balance of the ~~additional~~Company’s 1assets available for distribution to them after satisfaction of creditors and preferred shareholders,~~334,176~~ ~~shares~~if any. The holders of common stock ~~issued~~of the company are entitled to ~~PCP~~equal ~~pursuant~~dividends and distributions per share with respect to the ~~Exchange~~common stock ~~Agreement~~when, as and if, declared by the board of directors from funds legally available.

OnRecord November 1, 2010 we entered into Unit Purchase Agreements with five (5) accredited investors pursuant to which the Purchasers (the November 1st Purchasers) pursuant to which the November 1st Purchasers purchased 6.00 Units at a purchase price of $27,000 per Unit, for an aggregate purchase price of $162,000.00. Each Unit purchased consisted of: (a) one hundred eighty thousand (180,000) shares of the Company’s common stock; (b) a Series A Warrant to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.30 per share; and (c) a Series B Warrant to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.60 per share. Accordingly, the November 1st Purchasers received 1,080,000 shares of common stock; a Series A Warrant to purchase 540,000 shares of common stock; and a Series B Warrant to purchase 540,000 shares of common stock.Holders

~~Southridge~~At ~~Investment~~September ~~Group LLC.~~6, ~~a SEC Registered Broker/Dealer~~2012, ~~Member~~the ~~FINRA/SIPC~~Company ~~(“Southridge”)~~had ~~acted~~75 ~~as placement agent in connection with the sale~~ shareholders of ~~the six (6) Units referred to above in the preceding paragraph. Southridge received $15~~record,~~390~~ ~~in commissions~~ and ~~45,000~~an ~~Series~~unknown Anumber ~~Warrants~~of ~~and~~additional ~~45,000~~holders ~~Series~~whose Bstock ~~Warrants. We~~is ~~also~~held ~~paid $2,000~~ in ~~escrow~~“street ~~fees in the offering~~form”. The ~~net~~transfer ~~proceeds~~agent of ~~the~~our common ~~offering~~stock ~~after~~is ~~payments~~Direct ofTransfer ~~the commissions and expenses were approximately $144,610~~LLC.

OnRecent ~~December~~Sales 3, 2010 we entered into a Unit Purchase Agreement with one (1) accredited investor pursuant to which the Purchaser (the December 3, 2010 Purchaser) pursuant to which the Purchaser purchased 4.00 Units at a purchase price of ~~$27,000~~Unregistered per Unit, for an aggregate purchase price of $108,000.00. Each Unit purchased consisted of: (a) one hundred eighty thousand (180,000) shares of the Company’s common stock; (b) a Series A Warrant to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.30 per share; and (c) a Series B Warrant to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.60 per share. Accordingly, the December 3, 2010 Purchaser received 720,000 shares of common stock; a Series A Warrant to purchase 360,000 shares of common stock; and a Series B Warrant to purchase 360,000 shares of common stock.Securities

~~For~~During ~~certain of~~ the ~~Purchasers~~fourth ~~described~~quarter ~~above~~of ~~the~~fiscal ~~Unit~~year ~~Purchase~~2012, we ~~Agreement~~effected ~~granted Registration Rights which contained certain rights which included Liquidated Damages. “The Company will be obligated to pay investor a fee equal to 1.0% (which will increase to 2.0% after~~ the ~~first~~following ~~30 days) of such investor's purchase price for each 30 day period (pro-rated for partial periods); provided that such damages shall be capped at 12% of such investor’s total purchase price.~~transactions:

If1. ~~the~~On ~~Company~~March ~~fails to pay any partial liquidated damages pursuant to paragraph~~ 2~~) b) & c) of the Registration Rights Agreement in full within 7 days after the date payable~~, ~~the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder~~2012, ~~accruing daily from the date such partial liquidated damages are due until such amounts~~500,000 ~~plus~~shares ~~all~~were ~~such~~issued ~~interest~~at ~~thereon,~~$0.20 ~~are~~for ~~paid~~cash inof ~~full.~~$100,000

We2. ~~have~~On ~~not~~March ~~yet~~2, ~~filed~~2012, ~~a Registration Statement~~5,350,000 weshares ~~have~~were aissued ~~certain~~at ~~number of the Purchaser’s who are entitled to Liquidated Damages as described herein~~$0.10 ~~Accordingly, we have accrued an interest expense as Liquidated Damages~~ for ~~those~~cash ~~Purchaser’s that this applies to in the amount~~ of $~~118~~535,~~017.86. We expect to file a Registration Statement in the near term.~~000

213. On March 2, 2012, 800,000 shares were issued for services

~~Dividends~~4. On March 6, 2012, 500,000 shares were issued at $0.10 for cash of $50,000

~~The Company has never paid a cash dividend on its common stock nor does it anticipate paying cash dividends on its common stock in the near future~~5. ItOn isMarch ~~the present policy of the Company not to pay cash dividends on the common stock but to retain earnings~~6, ~~if any~~2012, ~~to fund growth and expansion. Any payment of cash dividends on the common stock in the future will be dependent upon the Company’s financial condition~~500,000 ~~results~~shares ofwere ~~operations,~~issued ~~current and anticipated cash requirements, plans~~ for ~~expansion, as well as other factors the Board of Directors deems relevant.~~services

~~Warrants~~6. On March 6, 2012, 4,130,970 shares were issued to settle notes and accrued interest in the amounts of $385,000 and $28,075, respectively.

~~The fair value of the 10,479,488 Series A Warrants, with an exercise price of $0~~7.30 ~~per~~On ~~share, issued in connection with the Unit Purchase Agreements described herein during the period~~ April 312, ~~2009~~2012, ~~(Inception) to May 31~~447,915 ~~2011~~shares ~~was~~were ~~estimated~~issued ~~using~~under ~~the~~an ~~Black~~anti-~~Scholes~~dilution ~~option~~clause ~~pricing~~of ~~model~~an ~~and~~existing ~~based on the following assumptions:~~agreement.

Series A Warrants	2010
Risk-free interest rate (based on US Treasury Note Yield (2 year)		1.35	%
Dividend yield		0.00	%
Expected stock price volatility (Cumulative)		91.71	%
Weighted average expected warrants life	8 years

On April 12, 2012, 3,700,000 shares were issued for services

~~The~~9. ~~Company~~On ~~analyzed~~May ~~the~~3, ~~beneficial~~2012, ~~nature~~650,000 ofshares ~~the~~were ~~conversion~~issued ~~terms~~for ~~and determined that no material beneficial conversion feature exists.~~services

~~The~~10. ~~fair~~On ~~value~~May of3, ~~the~~2012, 101,~~479~~500,~~488~~000 ~~Series~~shares Bwere ~~Warrants,~~issued ~~with~~at ~~an exercise price of~~ $0.6010 ~~per~~for ~~share,~~cash ~~issued~~of ~~in connection with the Unit Purchase Agreements described herein during the period April 3~~$150, ~~2009 (Inception) to May 31, 2011 was estimated using the Black-Scholes option pricing model and based upon the following assumptions:~~000

Series B Warrants	2010
Risk-free interest rate (based on US Treasury Note Yield (2 year)		1.35	%
Dividend yield		0.00	%
Expected stock price volatility (Cumulative)		91.71	%
Weighted average expected warrants life	8 years

The transactions described above was exempt under Section 4(2) and 3(b) of the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, including Regulations D, due to the facts that recipient of the shares was an accredited investor, had acquired the shares for investment purposes and not with a view for re-distribution, had access to sufficient information concerning the Company, and the certificate(s) representing such shares will bear a restrictive legend.

The ~~Company~~following ~~analyzed~~table ~~the~~provides ~~beneficial~~information ~~nature~~as of May 31, 2012 concerning shares of ~~the~~our ~~conversion~~common ~~terms~~stock ~~and~~authorized ~~determined~~for ~~that~~issuance nounder ~~material~~our ~~beneficial~~existing ~~conversion~~equity ~~feature~~compensation ~~exists~~plans.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		-0-		-0-		-0-
Equity compensation plans not approved by security holders (1)		12,750,000	$	0.247		250,000
Total		12,750,000	$	0.247		250,000

~~As of May 31, 2011, the Company had no equity securities authorized for issuance under any compensation plans (including individual compensation arrangements).~~20

~~Section~~On ~~15(g)~~September 2, 2011, the Company’s Board of Directors approved the ~~Securities~~creation ~~Exchange~~of ~~Act~~the Company’s 2011 Stock Option Plan. A total of ~~1934~~13,000,000 shares of the Company’s common stock are subject to the plan terms.

~~Our~~During ~~shares~~fiscal ~~are~~2012, ~~covered by section 15(g) of~~ the ~~Securities~~Board ~~Exchange Act~~ of ~~1934,~~Directors asapproved ~~amended,~~the ~~and~~following stock ~~Rules~~option ~~15g-1~~grants ~~through~~under ~~15g-6,~~the ~~and~~stated 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).plan:

~~Rule~~● ~~15g-1~~5,000,000 ~~exempts~~shares ato ~~number~~the ofCompany’s ~~specific~~Chairman ~~transactions~~at ~~from~~an ~~the~~exercise ~~scope~~price of ~~the~~$0.16 ~~penny~~per ~~stock rules.~~share,

~~Rule~~● ~~15g-2~~500,000 ~~declares~~shares ~~unlawful~~to ~~broker/dealer~~each ~~transactions~~of inthe ~~penny~~Company’s ~~stocks~~five ~~unless~~Directors, of which four of the ~~broker/dealer~~Directors ~~has~~have ~~first~~an ~~provided~~exercise toprice ~~the~~of ~~customer~~$0.31 aper ~~standardized~~share ~~disclosure~~and ~~document~~one Director has an exercise price of $0.20 per share, and

22● 3,250,000 shares to four consultants of the Company, each at exercise prices of $0.31 per share.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.Dividends

~~Rule~~The ~~15g-4~~Company ~~prohibits~~has ~~broker/dealers~~never ~~from~~paid ~~completing~~a ~~penny~~cash dividend on its common stock ~~transactions~~nor ~~for~~does ait ~~customer~~anticipate ~~unless~~paying cash dividends on its common stock in the ~~broker/dealer~~near ~~first~~future. ~~discloses~~It is the present policy of the Company not to pay cash dividends on the ~~customer~~common stock but to retain earnings, if any, to fund growth and expansion. Any payment of cash dividends on the ~~amount~~common stock in the future will be dependent upon the Company’s financial condition, results of ~~compensation~~operations, orcurrent ~~other~~and ~~remuneration~~anticipated ~~received~~cash requirements, plans for expansion, as awell ~~result~~as ofother factors the ~~penny~~Board ~~stock~~of ~~transaction~~Directors deems relevant.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.Warrants

~~Rule~~The ~~15g-6~~fair ~~requires~~value ~~broker/dealers~~of ~~selling~~the ~~penny~~10,479,488 ~~stocks~~Series toA ~~provide~~Warrants, with ~~their~~an ~~customers~~exercise price of $0.30 per share, issued in connection with ~~monthly~~the ~~account~~Unit ~~statements.~~Purchase Agreements described herein during the period April 3, 2009 (Inception) to May 31, 2011 was estimated using the Black-Scholes option pricing model and based on the following assumptions:

Rule 15g-9 requires broker/dealers to approve the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Series A Warrants	2010
Risk-free interest rate (based on US Treasury Note Yield (2 year)		1.35	%
Dividend yield		0.00	%
Expected stock price volatility (Cumulative)		91.71	%
Weighted average expected warrants life		8 years

The ~~application~~Company ofanalyzed the ~~penny~~beneficial ~~stock~~nature of ~~rules~~the ~~may~~conversion ~~affect~~terms aand ~~stockholder’s~~determined ~~ability~~that tono ~~resell~~material ~~his,~~beneficial ~~her~~conversion orfeature ~~its shares~~exists.

~~Item~~The ~~6. Selected~~fair ~~Financial~~value ~~Data~~of the 10,479,488 Series B Warrants, with an exercise price of $0.60 per share, issued in connection with the Unit Purchase Agreements described herein during the period April 3, 2009 (Inception) to May 31, 2011 was estimated using the Black-Scholes option pricing model and based upon the following assumptions:

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this Item.

Series B Warrants	2010
Risk-free interest rate (based on US Treasury Note Yield (2 year)		1.35	%
Dividend yield		0.00	%
Expected stock price volatility (Cumulative)		91.71	%
Weighted average expected warrants life		8 years

~~Item~~The ~~7. Management’s~~Company ~~Discussion~~analyzed ~~and~~the ~~Analysis~~beneficial nature of ~~Financial~~the ~~Condition~~conversion terms and ~~Results~~determined ofthat ~~Operations~~no material beneficial conversion feature exists.

The information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operation contains “forward looking statements.” Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the audited Consolidated Financial Statements and related Notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K, with the Risk Factors section under Part I, Item 1A of this Annual Report on Form 10-K, and the Special Note regarding forward-looking statements included elsewhere in this Annual Report on Form 10-K.21

~~Company~~Securities ~~Overview~~Authorized for Issuance Under Equity Compensation Plans

WeItem ~~are a development stage company and since our acquisition of Phreadz and UDM we have evolved into Bizzingo~~6. ~~This~~Selected ~~development~~Financial ~~has culminated in www~~Data.bizzingo.com (“Bizzingo”) and is a social network designed for business and commerce. Bizzingo will take advantage of the present environment by differentiating itself from other social networks by addressing the many inadequacies currently existing within the system. Instead of creating another unavailing network of captive consumers, Bizzingo will launch a platform of businesses that will leverage the existing communities to market their products and services.

~~Bizzingo~~We ~~will~~are ~~provide~~a ~~the~~smaller ~~following~~reporting ~~benefits~~company as defined in Rule 12b-2 of the Exchange Act and ~~solutions~~are not required to provide the ~~world~~information ofrequired ~~social~~under ~~networking:~~this Item.

1Item 7. ~~The~~Management’s ~~democratization~~Discussion ofand ~~the~~Analysis ~~Bizzingo~~of ~~social~~Financial ~~community,~~Condition ~~giving~~and ~~equal~~Results ~~access~~of ~~to all who use it, thereby allowing smaller businesses the ability to compete with larger, established companies~~Operations.

23The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation contains “forward looking statements.” Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the audited Consolidated Financial Statements and related Notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K, with the Risk Factors section under Part I, Item 1A of this Annual Report on Form 10-K, and the Special Note regarding forward-looking statements included elsewhere in this Annual Report on Form 10-K.

2.Company ~~The ability for both the B2B and B2C users to monetization their interaction within social media.~~Overview

3.We ~~The~~are ~~enhancement~~a ofdevelopment ~~privacy~~stage ~~through~~company and ~~its~~since ~~user~~our ~~interface~~acquisition ~~structure~~of Phreadz and ~~the~~UDM ~~targeted~~we ~~audience~~have ~~feature~~evolved into Bizzingo. ByThis ~~design,~~development athas ~~the~~culminated ~~time~~in www.bizzingo.com (“Bizzingo”) and is a ~~user~~social ~~signs~~network updesigned for anbusiness ~~account~~and ~~he/she~~commerce. ~~does~~Bizzingo ~~not~~will ~~need~~take toadvantage of bethe ~~"profiled"~~present ~~for~~environment ~~targeted~~by ~~advertising.~~differentiating ~~Instead,~~itself afrom ~~user~~other issocial ~~assessed~~networks by addressing the ~~Zones~~many ~~he/she~~inadequacies ~~visits~~currently existing (iwithin the system.~~e.:~~ AInstead ~~user~~of ~~surfing~~creating ~~the~~another ~~Travel~~unavailing ~~Zone~~network isof ~~more~~captive ~~likely~~consumers, toBizzingo ~~rent~~will launch a ~~hotel~~platform of ~~room)~~businesses that will leverage the existing communities to market their products and services.

4.Bizzingo ~~The~~will ~~consolidation~~provide ofthe ~~many~~following ~~networks,~~benefits and ~~providing~~solutions ~~users a more efficient way~~ to ~~use their communities for commerce. In other words, Bizzingo allows~~ the ~~consolidation~~world of ~~most~~ social ~~networks under its single domain.~~networking:

51. The ~~function~~democratization of ~~selling back in~~ the ~~hands~~Bizzingo ofsocial ~~the businesses~~community, ~~because~~giving aequal ~~Bizzingo~~access ~~page~~to isall awho ~~business~~use ~~and product profile page~~it, ~~not~~thereby aallowing ~~personal~~smaller ~~profile~~businesses ~~page. Bizzingo will attract sellers of products and services from around~~ the ~~world~~ability -to ~~Bizzingo~~compete iswith alarger, ~~true~~established ~~free market~~companies.

~~Corporate~~2. ~~Events~~The ability for both the B2B and B2C users to monetization their interaction within social media.

On3. ~~April~~The ~~27,~~enhancement ~~2010~~of weprivacy ~~entered~~through ~~into~~its anuser ~~Employment~~interface ~~Agreement~~structure ~~with~~and ~~Georges Daou, which, by agreement was rescinded effective~~ the ~~same~~targeted ~~day~~audience feature. ItBy ~~was~~design, ~~intended~~at ~~that~~ the ~~aforementioned~~time ~~Employment~~a ~~Agreement~~user ~~was~~signs toup befor ~~replaced~~an ~~with~~account ahe/she ~~Consulting~~does ~~Agreement~~not need to be ~~entered~~“profiled” ~~into~~for bytargeted ~~and~~advertising. ~~between the Company and GJD Holdings~~Instead, ~~LLC,~~ a ~~wholly~~user ~~owned~~is ~~subsidiary~~assessed ofby ~~Georges Daou, on substantially~~ the ~~same~~Zones ~~terms~~he/she asvisits ~~found in the Employment Agreement of April 27, 2010~~(i. ~~Due to Mr~~e.: ~~Daou’s~~A ~~resignation~~user onsurfing ~~October~~the 5,Travel ~~2010,~~Zone weis nomore ~~longer~~likely ~~intend~~ to ~~enter~~rent ~~into~~a ~~such~~hotel ~~consulting agreement~~room).

~~On June 15, 2010, our Board of Directors appointed Christina Domecq to serve as our chief executive officer~~4. ~~Ms.~~ ~~Domecq’s employment commenced on July 5, 2010 and we entered into an employment agreement with Ms. Domecq.~~ The ~~agreement~~consolidation ~~provides for an annual base salary during the term~~ of ~~the~~many ~~agreement of $250~~networks,~~000,~~ ~~subject~~providing tousers ~~potential upwards adjustments at the discretion of the compensation committee of the Board of Directors. Ms. Domecq is eligible to receive~~ a ~~bonus~~more ofefficient upway to ~~100%~~use oftheir ~~her~~communities ~~then~~for current base salary, with 50% of such bonus to be awarded at the discretion of the Board of Directors or the compensation committee and the remaining 50% subject to achievement of milestones to be established by Mscommerce. ~~Domecq,~~In ~~the~~other ~~Board of Directors and the compensation committee. Immediately upon our establishment of an employee stock option plan~~words, weBizzingo ~~agreed~~allows ~~to grant Ms. Domecq an option to purchase 6,748,316 shares of our common stock. The option shall have an exercise price equal to~~ the ~~fair~~consolidation ~~market value~~ of ~~our~~most ~~common~~social ~~stock~~networks asunder ofits ~~the~~single ~~date of the employment agreement~~domain. ~~The option shall vest as follows: (1) 25% on July 5, 2011 and (2) the remaining 75% in 18 equal monthly installments beginning July 5, 2011.~~

On5. ~~November 9,~~The ~~2010,~~function ~~Christina~~of ~~Domecq~~selling ~~submitted~~back ~~her~~in ~~resignation~~the ashands ~~Director~~of ~~and~~the ~~CEO.~~businesses, ~~The~~because ~~resignation~~a ~~was~~Bizzingo ~~accepted.~~page ~~Ms.~~is ~~Domecq’s~~a ~~resignation~~business ~~was~~and ~~not~~product ~~based~~profile ~~upon~~page, ~~any~~not ~~disagreement~~a ~~with~~personal usprofile onpage. ~~any~~Bizzingo ~~matter~~will ~~relating~~attract tosellers ~~our~~of ~~operations,~~products ~~policies~~and orservices ~~practices.~~from ~~Due~~around tothe ~~Ms.~~world ~~Domecq’s~~- ~~resignation~~Bizzingo nois ~~options~~a ~~were~~true ~~granted~~free market.

OnResults ~~August~~of 4,Operations ~~2010,~~and ~~Jonathan~~Going ~~Kossmann submitted his resignation.~~Concern

OnThe ~~October~~Company 4,is ~~2010~~in ~~Mr.~~the ~~Toth~~development ~~was~~stage ~~appointed~~and consequently is subject to ~~our~~the ~~Board~~risks ofassociated ~~Directors~~with ~~and~~development asstage ~~Chairman.~~companies, ~~Mr.~~including ~~Toth~~the ~~has~~need ~~been~~for ~~working~~additional asfinancing; the anuncertainty ~~independent~~of ~~management~~the ~~consultant~~Company’s ~~where~~technology heand ~~identified,~~intellectual ~~evaluated~~property ~~opportunities~~resulting ~~and~~in ~~assisted~~successful ~~companies~~commercial ~~and~~products ~~individuals~~or ~~within~~services as awell ~~variety~~as the marketing and customer acceptance of ~~industries~~such ~~including:~~products ~~manufacturing,~~or ~~retail~~services; competition from larger organizations; dependence on key personnel; and ~~distribution,~~dependence ~~media,~~on ~~advertising~~corporate partners and ~~technology~~collaborators. InTo ~~addition~~achieve hesuccessful ~~managed~~operations, ~~special~~the ~~projects~~Company ~~for~~will ~~financial,~~require additional ~~compliance,~~capital ~~operations~~to continue research and ~~information~~development ~~systems~~and ofmarketing efforts. No assurance can be given as to the ~~companies~~timing ~~for~~or ~~which~~ultimate success heof ~~consulted~~obtaining future funding.

On October 15, 2010, John Larkin was appointed to our Board of Directors. Mr. Larkin earned a bachelor’s degree in Business Administration from California State University, Northridge, in 1970. Mr. Larkin is active in LarkinRivero Business Management, LLC., and also serves as a Director with the Bergen Foundation, the Light Foundation, the Raising Malawi Foundation and the Susan Strong Davis Foundation.22

OnThe ~~January~~processes ~~28,~~of ~~2011,~~developing ~~John~~new ~~Larkin~~approaches to ~~submitted~~social ~~his~~media ~~resignation~~are asinherently ~~Director~~highly complex, time-consuming, expensive and uncertain. The ~~resignation~~Company ~~was~~must ~~accepted.~~make ~~Mr.~~long-term ~~Larkin’s~~investments and ~~resignation~~commit ~~was~~significant ~~not~~resources ~~based~~before ~~upon~~knowing ~~any~~whether ~~disagreement~~its ~~with~~development usprograms onwill ~~any~~result ~~matter~~in ~~relating~~products that will achieve market acceptance. Product candidates that may appear to ~~our~~be ~~operations~~promising at all stages of development may not reach the market. For these reasons, ~~policies~~the orCompany ~~practices~~is unable to predict the period in which material net cash inflows from its products and services.

24The following discussions are based on the consolidated operations of Bizzingo, Inc. and its subsidiaries, UDM and Phreadz and should be read in conjunction with our audited financial statements for the years ended May 31, 2012 and May 31, 2011. These financial statements are included in this report at Part II, Item 8, below.

OnWe ~~February~~incurred 7,a ~~2011,~~net ~~Gilbert~~loss ~~Davila~~of ~~was~~($9,998,813) for ~~appointed~~the toyear ~~our~~ended ~~Board~~May of31, ~~Directors.~~2012 ~~Mr.~~and ~~Dávila is~~had ~~the~~a ~~CEO~~working ofcapital ~~Dávila Multicultural~~deficit ~~Insights~~of (~~DMI~~$2,690,673) -as aof ~~consulting~~May ~~company~~31, ~~specializing~~2012. inWe ~~providing~~have ~~strategic~~incurred ~~guidance~~losses of ($27,557,862) since inception (April 3, 2009) and ~~opportunities~~do tonot ~~corporations~~anticipate onhaving ~~Multicultural~~positive ~~Marketing~~net ~~and~~income ~~Business~~in ~~Development~~the immediate future. ~~Prior~~Net cash toused ~~founding~~by ~~DMI,~~operations ~~Mr.~~for ~~Dávila~~the ~~led~~year ~~some~~ended ofMay ~~America’s~~31, ~~top~~2012 ~~blue~~was ~~chip~~($2,064,872). ~~companies~~These inconditions ~~their~~create ~~general~~an ~~and~~uncertainty ~~multicultural~~as ~~marketing~~to ~~and~~our ~~strategies,~~ability to ~~and~~continue ~~business~~as ~~development~~a ~~efforts~~going concern. ~~His~~As ~~executive~~the ~~experience~~Company has been in ~~all~~the ~~aspects~~development/organization ofstage ~~marketing,~~and ~~brand~~there ~~management,~~has ~~strategic~~been ~~planning,~~no sales ~~promotions,~~ and ~~customer~~marketing expenses. ~~relationship~~For ~~management~~the ~~helped~~period ~~companies~~from ~~like~~inception ~~Procter~~(April ~~& Gamble~~3, ~~Coca~~2009) ~~Cola~~to ~~USA,~~May ~~Sears~~31, ~~Roebuck and Company~~2012, ~~and~~we ~~The~~have ~~Walt~~been ~~Disney~~in ~~Company~~the ~~increase~~development ~~their~~stage ~~revenue~~and bytherefore ~~targeting~~have not ~~new~~generated ~~and~~any ~~growing demographics~~revenues.

~~Results~~We ofanticipate ~~Operations~~that our existing cash and ~~Going~~cash equivalents ~~Concern~~will not be sufficient to fund operations. The Company intends to seek additional financing to fund the Company’s continued operations. There can be no assurance that the Company will be successful in raising this additional financing on acceptable terms, if at all.

~~The~~To ~~Company~~obtain isadditional incapital when needed, the Company ~~development~~will ~~stage~~evaluate ~~and~~alternative ~~consequently~~financing issources, ~~subject~~including, but not limited to, the ~~risks~~issuance ~~associated~~of ~~with~~equity ~~development~~or ~~stage~~debt ~~companies~~securities, corporate ~~including~~alliances, ~~the~~joint ~~need~~ventures ~~for~~and ~~additional~~licensing ~~financing~~agreements; ~~the~~however, ~~uncertainty~~there ofcan ~~the~~be ~~Company’s~~no ~~technology~~assurance ~~and~~that ~~intellectual~~funding ~~property~~will ~~resulting~~be inavailable on ~~successful~~favorable ~~commercial~~terms, ~~products~~if orat ~~services~~all. asThe ~~well~~Company ascannot ~~the~~assure ~~marketing~~you ~~and~~that ~~customer~~it ~~acceptance~~will ofsuccessfully ~~such~~commercialize its products under development or ~~services;~~that ~~competition~~its ~~from~~products, ~~larger~~if ~~organizations;~~successfully ~~dependence~~developed, onwill ~~key~~generate ~~personnel;~~revenues ~~and~~sufficient ~~dependence~~to onenable ~~corporate~~it ~~partners~~to ~~and~~earn ~~collaborators~~a profit. To ~~achieve~~If ~~successful operations,~~ the Company is ~~will~~unable ~~require~~to obtain additional capital, management may be required to ~~continue~~explore ~~research~~alternatives ~~and~~to ~~development~~reduce ~~and~~cash ~~marketing~~used by operating activities, including the termination of development efforts~~. No~~ ~~assurance~~that ~~can~~may beappear ~~given~~to asbe promising to the ~~timing~~Company, orthe ~~ultimate~~sale ~~success~~ of ~~obtaining~~certain ~~future~~assets, ~~funding~~possibly including the Company’s IP property, and the reduction in overall operating activities.

The ~~processes~~auditors’ ofreport ~~developing~~on ~~new~~the ~~approaches~~Company’s May to31, ~~social~~2012 ~~media~~consolidated ~~are~~financial ~~inherently~~statements ~~highly~~contains ~~complex,~~an ~~time-consuming,~~explanatory ~~expensive~~paragraph ~~and~~that ~~uncertain. The~~states ~~Company~~that ~~must~~the ~~make~~Company ~~long-term~~has ~~investments~~suffered losses and ~~commit~~negative ~~significant~~cash ~~resources~~flows ~~before~~from ~~knowing~~operations ~~whether its development programs will result in products~~ that ~~will~~raise ~~achieve~~substantial ~~market~~doubt ~~acceptance. Product~~about ~~candidates~~the ~~that~~Company’s ~~may~~ability ~~appear~~ to becontinue ~~promising~~as ata ~~all~~going ~~stages~~concern. The offinancial ~~development~~statements ~~may~~do not ~~reach~~include ~~the~~any ~~market. For~~adjustments ~~these~~that ~~reasons,~~might ~~the~~result ~~Company~~from ~~is unable to predict~~ the ~~period~~outcome inof ~~which~~this ~~material net cash inflows from its products and services~~uncertainty.

~~The~~Impact ~~following discussions are based on the consolidated operations~~ of Bizzingo, Inc. and its subsidiaries, UDM and Phreadz and should be read in conjunction with our audited financial statements for the years ended May 31, 2011 and May 31, 2010. These financial statements are included in this report at Part II, Item 8, below.Inflation

WeInflation ~~incurred~~has anot ~~net loss of $4,381,404 for the year ended May 31, 2011 and~~ had a ~~working~~significant ~~capital~~effect on ~~deficit~~the ofCompany’s ~~($871,366)~~operations asduring ofthe ~~May~~periods ~~31,~~from ~~2011. We have incurred losses of ($17,559,049) since inception (~~April 3, 2009) ~~and~~(date doof ~~not~~inception) ~~anticipate~~to ~~having positive net income in the immediate future. Net cash used by operations for the year ended~~ May 31, ~~2011~~2012. ~~was $2~~However,~~897,924~~ ~~. These conditions create an uncertainty as to our ability to continue as a going concern. As the Company has been in the development/organization stage and~~ there ~~has~~can be ~~been~~ no ~~sales~~assurance ~~and~~that ~~marketing~~future ~~expenses.~~inflation ~~For~~would ~~the~~not ~~period~~have ~~from~~an ~~inception~~adverse ~~(April~~impact 3,on ~~2009)~~our tooperating ~~May~~results ~~31, 2011, we have been in the development stage~~ and ~~therefore~~financial ~~have not generated any revenues~~condition.

WeResults ~~anticipate~~of ~~that~~Operations ~~our~~for ~~existing cash and cash equivalents will not be sufficient to fund operations. The Company intends to seek additional financing to fund~~ the ~~Company’s~~year ~~continued~~ended May ~~operations. There~~31, ~~can~~2012 beand noMay ~~assurance that the Company will be successful in raising this additional financing on acceptable terms~~31, ~~if at all.~~2011

ToDuring ~~obtain additional capital when needed,~~ the ~~Company~~years ~~will~~ended ~~evaluate~~May ~~alternative financing sources~~31, ~~including,~~2012 ~~but not limited to, the issuance of equity or debt securities, corporate alliances, joint ventures~~ and ~~licensing agreements; however~~2011, we ~~there~~did ~~can~~not beexperience no assurance that funding will be available on favorable terms, if at all. The Company cannot assure you that it will successfully commercialize its products under development or that its products, if successfully developed, will generate revenues ~~sufficient~~from ~~to enable it to earn a profit~~operations. If the Company is unable to obtain additional capital, management may be required to explore alternatives to reduce cash used by operating activities, including the termination of development efforts that may appear to be promising to the Company, the sale of certain assets, possibly including the Company’s IP property, and the reduction in overall operating activities.

The auditors’ report on the Company's May 31, 2011 consolidated financial statements contains an explanatory paragraph that states that the Company has suffered losses and negative cash flows from operations that raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.23

25Operating expenses for the year ended May 31, 2012, was ($7,491,538), as compared to ($2,453,272) for the year ended May 31, 2011. The $5,038,266 increase is primarily attributable to an increase during the current year in stock based compensation of approximately $4,036,000 issued to officers, directors and outside consultants, an increase in legal and professional fees associated with being a public company of approximately $475,000 and an increase in outside consulting fees of approximately $540,000, offset by a decrease in miscellaneous expenses of approximately $10,000.

~~Impact~~Cash ofUsed ~~Inflation~~in Operating Activities

~~Inflation~~Net ~~has~~cash ~~not~~used ~~had~~in aoperating ~~significant~~activities ~~effect~~for on the year ~~Company’s~~ended ~~operations~~May ~~during~~31, ~~the~~2012 ~~periods~~was ~~from April 3~~($2,064,872), ~~2009~~and ~~(date~~for ofthe ~~inception)~~year toended May 31, 2011~~. However~~ was ($1,022,924). ~~there~~The ~~can~~Company beexpects nonet ~~assurance~~cash ~~that~~used in ~~future~~operating ~~inflation~~activities ~~would~~to ~~not~~increase ~~have~~going anforward ~~adverse~~as ~~impact~~the onCompany ~~our~~pursues ~~operating~~its ~~results~~business plan, continues in its development and ~~financial~~markets its ~~condition~~services.

~~Results~~Cash ofUsed ~~Operations~~in ~~for~~Investing ~~the year ended May 31, 2011 and May 31, 2010~~Activities

~~For~~Net ~~the~~cash ~~year~~used ~~ended~~in investing ~~May~~activities ~~31,~~for ~~2011, we incurred operating expenses of ($2,453,272) compared to~~ the year ended May 31, ~~2010~~2012 ~~operating~~was ~~expenses of~~ ($275,~~479,369~~000)~~. Although total operating expenses for both year-ends they are very different in their distribution. For the period ending May 31~~, ~~2010 more of these expenses were related to legal~~ and ~~professional fees related to the April 2010 reverse merger. Operating expenses~~ for the ~~period~~year ~~ending~~ended May 31, 2011 ~~relate~~was ~~more to operations and development of operations~~$0. WeNet ~~expect~~cash ~~operating~~used ~~expenses~~in financing toactivities ~~further~~consisted ~~increase~~of ascash weused ~~hire additional personnel, assume the costs~~ for ~~full time senior personnel, and incur additional professional fees due to~~ the ~~significantly~~purchase ~~higher~~of ~~costs~~capital ~~for outside counsel and accounting associated with becoming a public company~~assets.

~~For~~Cash ~~the~~Used year ended May 31, 2010 we recognized other expense, non-cash items of; (i) a $5,000,000 impairment of the UDM music database to fully impair the original attributed value, (ii) a $5,537,163 loss on settlement of debt and, (iii) a deemed stock issuance financing expense of $1,000,632 and a rights conversion expense of $481,666. For the year ended May 31, 2011 we recognized other expense, non-cash items of; (i) $1,200,000 in ~~Consulting~~Financing Fees for a stock issuance at market value, (ii) an $1,875,000 impairment to some computer code we purchased with our common stock. Interest expense was $195,720 for May 31, 2010 compared to $ $121,541for the year ended May 31, 2011. The interest expense for the year ended May 31, 2011 includes $118,018 of liquidated damages as an interest accrual related to an unfiled registration statement We continue to rely on loans and selling our stock to fund operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance that we will continue to have such loans available. We will not be able to continue operations without them.Activities

~~Liquidity~~Net cash provided by financing activities for the year ended May 31, 2012 was approximately $2,153,000, and ~~Capital~~from ~~Resources~~for the year ended May 31, 2011 was approximately $870,000. This consisted of net proceeds received from the issuance of notes payable and common shares issued for cash.

AsLiquidity of May 31, 2011, we had a working capital deficit of ($871,366) compared to a working capital deficit of ($1,413,594 as of May 31, 2010. This decrease is primarily a result of an increase in accounts payable consisting of legal fees and ofCapital ~~accrued management fees, a stock issuance liability of $1,000,632, and the repayment of short term note payables that were used to fund initial working capital requirements.~~Resources

~~Operating~~As ~~Activities~~of May 31, 2012, we had a working capital deficit of ($2,690,673) compared to a working capital deficit of ($871,366) as of May 31, 2011. Cash and cash equivalents at May 31, 2012 was $17,104 compared to a balance of $4,101 as at May 31, 2011. Our current level of operations does not generate any cash to fund our working capital needs. Accordingly, we will have to raise capital to fund our short-term working capital needs. No assurance can be made that we will have access to the capital markets in future, or that financing will be available on acceptable terms to satisfy our future and on-going cash requirements that we need to implement its business strategies. Our inability to access the capital markets or obtain acceptable financing could have a material adverse affect on its results of operations and financial condition, and could severely threaten our ability to continue as a going concern.

AsResearch of May 31, 2011 net cash used in operating activities was ($2,897,924) compared net cash used in operating activities as of May 31, 2010 of ($1,053,460). The consolidated Company expects net cash used in operating activities to increase going forward as the Company pursues its business plan and ~~undertakes~~Development ~~additional product development and the enforcing of IP claims.~~Expenses

~~Financing~~Future ~~Activities~~Research and development costs will include expenses paid to outside development consultants and compensation related expenses for our technical staff. Research and development costs are expensed as incurred.

AsAdditional of May 31, 2011 and May 31, 2010 net cash provided by financing activities was approximately $868,000 and $1,143,135 respectively, which consisted of net proceeds received from the issuance of notes payable and for the year ended May 31, 2011 shares issued for cash.Financing

~~Research~~From inception, we have financed operations through notes payable. We expect to finance future cash needs primarily through proceeds from equity financings, loans, and/or collaborative ~~Development~~agreements ~~Expenses~~with corporate partners. We have used net proceeds from the issuance of notes payable for general corporate purposes, which has been funding working capital needs.

~~Future~~Material ~~Research~~Off-Balance ~~and~~Sheet ~~development costs will include expenses paid to outside development consultants and compensation related expenses for our technical staff. Research and development costs are expensed as incurred.~~Arrangements

~~Additional Financing~~None.

~~From~~Critical ~~inception,~~Accounting we have financed operations through notes payable. We expect to finance future cash needs primarily through proceeds from equity financings, loans, and/or collaborative agreements with corporate partners. We have used net proceeds from the issuance of notes payable for general corporate purposes, which has been funding working capital needs.Policies

26Our discussion and analysis of the financial condition and results of operations are based upon Bizzingo, Inc.’s financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company is a development-stage entity and has disclosed inception-to-date information within these financial statements. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

~~Material Off-Balance Sheet Arrangements~~24

~~None.~~Basis of Presentation

~~Critical~~The ~~Accounting~~consolidated ~~Policies~~financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Our~~Development ~~discussion~~Stage and analysis of the financial condition and results of operations are based upon Bizzingo, Inc.’s financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company is a development-stage entity and has disclosed inception-to-date information within these financial statements. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

~~Basis~~The Company’s financial statements are presented as those of ~~Presentation~~a development stage enterprise. Activities during the development stage primarily include equity and debt based financing and further implementation of the business plan, including research and development.

~~The~~Use ~~consolidated financial statements have been prepared on the going concern basis, which assumes the realization~~ of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.Estimates

~~Development~~The ~~Stage~~preparation ~~Company~~of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

~~The~~Making ~~Company~~estimates isrequires ~~considered~~management to beexercise significant injudgment. It is at least reasonably possible that the ~~development~~estimate ~~stage~~of asthe ~~defined~~effect inof ~~ASC~~a ~~915~~condition, ~~“Accounting~~situation ~~and~~or ~~Reporting~~set byof ~~Development~~circumstances that ~~Stage~~existed ~~Enterprises”.~~at ~~The~~the ~~Company~~date ~~has~~of ~~devoted~~the ~~substantially~~financial ~~all~~statements, ofwhich management considered in formulating its ~~efforts~~estimate tocould change in the near ~~corporate~~term ~~formation,~~due ~~the~~to ~~raising~~one ofor ~~capital~~more ~~and~~future ~~attempting~~confirming toevents. ~~generate~~Accordingly, ~~initial~~the ~~revenues~~actual results could differ significantly from estimates.

~~Use~~Cash ~~of Estimates~~Equivalents

~~The~~For ~~preparation~~purposes of ~~financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~statement ~~States~~ of ~~America~~cash ~~requires~~flows cash ~~management~~equivalents tousually ~~make~~consist ~~estimates and assumptions that affect the reported amounts~~ of ~~assets~~highly ~~and~~liquid ~~liabilities~~investments ~~and~~which ~~disclosures~~are ofreadily ~~contingent~~convertible ~~assets~~into ~~and~~cash ~~liabilities~~with atmaturity ~~the date~~ of ~~the~~three ~~financial~~months or ~~statements~~less ~~and~~when ~~the reported amounts of revenue and expenses during the reporting period~~purchased. ~~Actual results could differ.~~

~~Cash~~Concentration ~~and~~of ~~Cash~~Credit ~~Equivalents~~Risk

The Company ~~considers~~has ~~all~~no ~~highly~~significant ~~liquid debt instruments and other short~~off-~~term~~balance-sheet concentrations ~~investments~~of ~~with~~credit ~~maturity~~risk ofsuch ~~three~~as ~~months~~foreign orexchange ~~less~~contracts, ~~when~~options ~~purchased,~~contracts toor beother ~~cash~~foreign ~~equivalents~~hedging arrangements. The Company maintains ~~cash~~the ~~and~~majority ~~cash~~of ~~equivalent~~its cash balances atwith one financial institution, ~~that~~in isthe ~~insured~~form byof ~~the~~demand ~~FDIC~~deposits.

~~Net Income (Loss) per share~~Intangibles

~~Earnings~~Intangibles ~~(loss)~~are ~~per~~comprised ~~share~~of ~~are~~acquired ~~computed~~technologies. In in accordance with ~~current~~ASC ~~accounting~~350, ~~literature.~~intangible ~~Basic~~assets ~~earnings~~with ~~(loss)~~indefinite ~~per~~lives ~~share~~ are ~~calculated~~not byamortized ~~dividing~~but ~~the~~instead ~~net~~are ~~income~~measured ~~(loss)~~for ~~available~~impairment toat least ~~common~~annually, ~~stockholders~~or bywhen ~~the~~events ~~weighted~~indicate ~~average~~that ~~number~~an ofimpairment ~~shares~~exists. ~~outstanding~~The ~~during~~Company ~~the~~calculates ~~year.~~impairment ~~Diluted~~as ~~earnings~~the ~~per~~excess ~~share~~of ~~reflect~~ the ~~potential~~carrying value ~~dilution~~ of ~~securities~~its ~~that~~indefinite-lived ~~could~~assets ~~share~~over intheir ~~earnings~~estimated offair ~~an entity~~value. InIf athe ~~loss~~carrying ~~year,~~value ~~dilutive~~exceeds ~~common~~the ~~equivalent~~estimate ~~shares~~of ~~are~~fair ~~excluded~~value a ~~from~~write-down ~~the~~is ~~loss~~recorded. ~~per~~The ~~share~~Company ~~calculation~~amortizes asit’s ~~the~~intangibles ~~effect~~with ~~would~~finite beuseful ~~anti-dilutive~~lives over their respective useful lives.

2725

~~Contingencies~~Debt Issue Costs and Debt Discount

WeThese ~~accrue~~items ~~for~~are ~~contingent~~amortized ~~obligations,~~over ~~including legal costs, when~~ the ~~obligation~~life ~~is probable and~~ of the ~~amount~~debt ~~can~~to beinterest ~~reasonably estimated~~expense. AsIf ~~facts~~a ~~concerning~~conversion, ~~contingencies~~extinguishment ~~become~~or ~~known~~repayment weof ~~reassess our position and make appropriate adjustments to~~ the ~~financial~~underlying ~~statements.~~debt ~~Estimates that are particularly sensitive to future changes include those related to tax~~occurs, ~~legal,~~a ~~and~~proportionate ~~other~~share of ~~regulatory~~these ~~matters~~amounts ~~that~~is ~~are~~immediately ~~subject to change as events evolve and additional information becomes available~~expensed.

~~Income~~Fair ~~Taxes~~Value of Financial Instruments

WeThe ~~use~~Company ~~the~~follows ~~asset~~ASC ~~and~~820-10 ~~liability~~of ~~method~~the FASB Accounting Standards Codification to ~~account~~measure ~~for~~the ~~income~~fair ~~taxes.~~value ~~Under~~of ~~this~~its ~~method,~~financial ~~deferred~~instruments ~~income~~and ~~taxes~~disclosures ~~are~~about ~~determined~~fair ~~based~~value onof ~~the~~its financial ~~differences~~instruments. ~~between~~ASC ~~the~~820-10 ~~tax~~establishes ~~basis~~a offramework ~~assets~~for ~~and~~measuring ~~liabilities~~fair ~~and~~value ~~their~~in ~~reported~~accounting ~~amounts~~principles generally accepted in the ~~consolidated~~United ~~financial~~States ~~statements~~of ~~which~~America ~~will~~(U.S. ~~result~~GAAP), inand ~~taxable~~expands ordisclosures ~~deductible~~about ~~amounts~~fair value measurements. To increase consistency and comparability in ~~future~~fair ~~years~~value measurements and ~~are~~related ~~measured~~disclosures, ~~using~~ASC ~~the~~820-10 ~~currently~~establishes ~~enacted~~a ~~tax~~fair ~~rates~~value ~~and~~hierarchy ~~laws.~~which Aprioritizes the ~~valuation~~inputs ~~allowance~~to isvaluation ~~provided~~techniques used to ~~reduce~~measure ~~net~~fair ~~deferred~~value ~~tax~~into ~~assets~~three to(3) ~~the~~broad ~~amount~~levels. ~~that,~~The ~~based~~three on(3) ~~available~~levels ~~evidence,~~of isfair ~~more~~value ~~likely~~hierarchy defined ~~than~~by ~~not~~ASC to820-10 beare ~~realized.~~described below:

~~Recent~~● ~~Accounting~~Level ~~Pronouncements~~1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

In● ~~June~~Level ~~2009,~~2: ~~FASB~~Pricing ~~issued~~inputs ~~SFAS~~other ~~No.~~than ~~168,~~quoted ~~“The~~prices ~~FASB~~in ~~Accounting~~active ~~Standards~~markets ~~Codification~~included ~~and~~in ~~the~~Level ~~Hierarchy~~1, ofwhich Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) has become the source of authoritative GAAP recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are ~~also~~either ~~sources~~directly ofor ~~authoritative~~indirectly ~~GAAP~~observable ~~for~~as ~~SEC registrants. On the effective date~~ of ~~this statement,~~ the ~~Codification superseded all then-existing non-SEC accounting and~~ reporting ~~standards~~date. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In● ~~May~~Level ~~2009,~~3: ~~the~~Pricing ~~FASB~~inputs ~~issued SFAS No. 165 (Codification reference ASC 855), “Subsequent Events.” SFAS No. 165 sets standards for the disclosure of events~~ that ~~occur after the balance-sheet date, but before financial statements~~ are ~~issued~~generally orunobservable ~~are~~inputs available to be issued. SFAS No. 165 sets forth the following: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009. The Company adopted SFAS No. 165 effective April 1, 2009. The Company uses the date of the filing of its periodic report with the SEC as the date through which subsequent events have been evaluated, which is the same date as the date the financial statements are issued. The adoption of SFAS No. 165 did not ~~have~~corroborated aby ~~material~~market ~~impact on the Company’s consolidated financial statements~~data.

~~ASU~~Financial ~~No.~~assets ~~2010-09,~~are ~~Subsequent~~considered ~~Events~~Level ~~(Topic~~3 ~~855):~~when their ~~Amendments~~fair tovalues ~~Certain~~are ~~Recognition~~determined ~~and~~using ~~Disclosure~~pricing Requirements. This update is to remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revisedmodels, ~~then~~discounted ancash ~~entity~~flow ~~that~~methodologies ~~is not an SEC filer should disclose both the date that the financial statements were issued~~ or ~~available~~similar totechniques ~~be issued~~ and ~~the~~at ~~date~~least ~~the~~one significant ~~revised~~model ~~financial~~assumption ~~statements were issued~~ or ~~available~~input tois ~~be issued~~unobservable. ~~The FASB believes these amendments remove potential conflicts with the SEC’s literature.~~

InThe ~~addition,~~fair ~~the~~value ~~amendments~~hierarchy ingives the ~~ASU~~highest priority ~~requires~~to anquoted ~~entity~~prices ~~that~~(unadjusted) isin aactive ~~conduit~~markets ~~bond obligor~~ for ~~conduit~~identical ~~debt~~assets ~~securities~~or ~~that~~liabilities ~~are~~and ~~traded~~the inlowest apriority ~~public market~~ to ~~evaluate~~unobservable inputs. ~~subsequent~~If ~~events through~~ the ~~date~~inputs ofused ~~issuance~~to ofmeasure ~~its~~the financial ~~statements~~assets and ~~must~~liabilities ~~disclose~~fall ~~such~~within ~~date.~~more ~~All~~than ofone ~~the~~level ~~amendments~~described inabove, the categorization ~~ASU~~is ~~were~~based ~~effective~~on ~~upon issuance (February 24, 2010) except for~~ the ~~use~~lowest oflevel ~~the~~input ~~issued~~that ~~date for conduit debt obligors. That amendment~~ is ~~effective~~significant ~~for~~to ~~interim~~the orfair ~~annual~~value ~~periods~~measurement ~~ending after June 15, 2010. The adoption~~ of ~~this standard did not have a material impact on~~ the ~~Company’s financial statements~~instrument.

28The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these instruments.

InThe ~~September~~Company’s ~~2006,~~note ~~the~~payable ~~FASB issued SFAS No. 157 (Codification reference ASC 820), “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value~~ and ~~expands~~convertible notes ~~disclosure~~payable ~~about~~approximate ~~fair~~the ~~value measurements. It applies to other pronouncements that require or permit~~ fair value ~~measurements~~of ~~but~~such ~~does~~instruments ~~not~~based ~~require~~upon ~~any~~management’s ~~new~~best ~~fair~~estimate ~~value~~of ~~measurements.~~interest ~~The~~rates ~~statement defines fair value as “the price~~ that would be ~~received~~available to ~~sell an asset or paid to transfer a liability in an orderly transaction between market participants at~~ the ~~measurement~~Company ~~date.” SFAS No. 157 establishes a fair value hierarchy (i.e., Levels 1, 2 and 3) to increase consistency and comparability in fair value measurements and disclosures. SFAS No. 157 is effective~~ for ~~fiscal~~similar years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 (Codification reference ASC 820), “Effective Date of FASB Statement No. 157” (“FSP SFAS 157-2”), which permits a one-year deferral of the application of SFAS No. 157 for all non-financial ~~assets~~arrangements ~~and non-financial liabilities, except those that are recognized or disclosed~~ at ~~fair~~May ~~value in the financial statements on a recurring basis (at least annually). The Company adopted SFAS No. 157 and FSP SFAS 157-2 for financial assets and liabilities effective January 1~~31, ~~2008,~~2012 ~~which did not have a material impact on the Company’s consolidated financial statements. The Company adopted SFAS No. 157 for non-financial assets~~ and ~~non-financial~~May ~~liabilities effective January 1~~31, ~~2009, which did not have a material impact on the Company’s consolidated financial statements~~2011. In October 2008, the FASB issued FSP 157-3 (Codification reference ASC 820), “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active” (“FSP SFAS 157-3”), which clarifies the application of SFAS No. 157 in a market that is not active. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

~~Determination~~The Company’s Level 3 financial liabilities consist of ~~Fair~~certain ~~Value~~common stock warrants and embedded conversion features for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the warrant and conversion features using an option pricing model. These models incorporate transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

AtTransactions ~~May~~involving ~~31,~~related ~~2010,~~parties ~~the~~cannot be ~~Company~~presumed ~~applied fair value~~ to ~~all~~be ~~assets~~carried ~~based~~out on ~~quoted~~an ~~market~~arm’s-length ~~prices~~basis, ~~where~~as ~~available.~~the ~~For~~requisite ~~financial~~conditions ~~instruments~~of ~~for which quotes from recent exchange transactions are not available~~competitive, ~~the~~free-market ~~Company~~dealings ~~determines~~may ~~fair value based on discounted cash flow analysis and comparison to similar instruments~~not exist. ~~Discounted~~Representations ~~cash~~about ~~flow~~transactions ~~analysis~~with isrelated ~~dependent~~parties, ~~upon~~if ~~estimated~~made, ~~future~~shall ~~cash~~not ~~flows~~imply ~~and~~that the ~~level~~related ofparty ~~interest~~transactions ~~rates.~~were consummated ~~Valuation~~on ~~adjustments~~terms ~~may~~equivalent ~~be made~~ to ~~ensure~~those that ~~financial~~prevail ~~instruments~~in ~~are~~arm’s-length ~~recorded~~transactions atunless ~~fair~~such ~~value~~representations can be substantiated.

The methods described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If readily determined market values became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its methods of determining fair value are appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.26

~~Valuation~~It ~~Hierarchy~~is not, however, practical to determine the fair value of advances from stockholders due to their related party nature.

~~SFAS~~Fair ~~No.~~Value ~~157 establishes a three-level valuation hierarchy for the use~~ of ~~fair~~Financial ~~value~~Assets ~~measurements~~and ~~based~~Liabilities Measured ~~upon~~on ~~the~~a ~~transparency~~Recurring ~~of inputs to the valuation of an asset or liability as of the measurement date:~~Basis

~~Level~~The ~~1. Inputs~~Company touses ~~the~~Level ~~valuation~~3 ~~methodology~~of ~~are~~the ~~quoted~~fair ~~prices~~value hierarchy ~~(unadjusted)~~to ~~for~~measure ~~identical~~the ~~assets~~fair orvalue ~~liabilities~~of inthe ~~active~~derivative ~~markets. Level 1 assets and~~ liabilities ~~include debt~~ and ~~equity~~revalues ~~securities~~its ~~and~~ derivative ~~financial~~liability ~~instruments~~at ~~actively~~every ~~traded~~reporting onperiod and ~~exchanges,~~recognizes asgains ~~well~~or aslosses ~~U.S.~~in ~~Treasury~~the ~~securities~~statements ~~and~~of ~~U.S.~~operations ~~Government and agency mortgage-backed securities~~ that are ~~actively~~attributable ~~traded~~to the change in ~~highly~~the ~~liquid~~fair ~~over~~value of the ~~counter markets~~derivative liability.

~~Level~~Debt ~~2. Observable~~Issue ~~inputs~~Costs ~~other than Level 1 prices such as quoted prices for similar assets~~ and ~~liabilities~~Discount inon active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs that are observable or can be corroborated, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 assets and liabilities include debt instruments that are traded less frequently than exchange traded securities and derivative instruments whose model inputs are observable in the market or can be corroborated by market observable data. Examples in this category are certain variable and fixed rate non-agency mortgage-backed securities, corporate debt securities and derivative contracts.Debt

~~Level~~Amortized ~~3. Inputs~~over to the ~~valuation~~life ~~methodology~~of ~~are~~the ~~unobservable~~debt ~~but significant~~ to ~~the fair value measurement~~interest expense. ~~Examples~~If ina ~~this~~conversion, ~~category~~extinguishment ~~include~~or ~~interests~~repayment inof ~~certain~~the ~~securitized~~underlying ~~financial~~debt ~~assets~~occurs, ~~certain~~a ~~private~~proportionate ~~equity~~share ~~investments,~~is ~~and derivative contracts that are highly structured or long-dated~~expensed.

29Beneficial Conversion Feature

~~Application~~For conventional convertible debt where the rate of ~~Valuation~~conversion ~~Hierarchy~~is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount.

AWhen ~~financial~~the ~~instrument's~~Company ~~categorization~~records ~~within~~a BCF, the ~~valuation~~relative fair ~~hierarchy~~value isof ~~based~~the ~~upon~~BCF would be recorded as a debt discount against the ~~lowest~~face ~~level~~amount of ~~input~~the ~~that~~respective isdebt ~~significant~~instrument. The discount would be amortized to interest expense over the ~~fair~~life ~~value~~of ~~measurement~~the debt.

InDerivative April 2009, the FASB issued updated guidance relating to intangible asset valuation, which is included in the Codification in ASC 350-30-55, General Intangibles Other Than Goodwill – Implementation (“ASC 350-30-55”). ASC 350-30-55 amends ASC 350-30, Intangibles – Goodwill and Other, to identify the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. ASC 350-30-55 is effective for fiscal years beginning after December 31, 2008. The Company adopted the amendment to ASC 350-30 effective January 1, 2009, and such amendment did not have a material effect on the Company’s results of operations, financial position or liquidity.Instruments

~~Item~~The 7ACompany evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-15. ~~Quantitative~~ The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and ~~Qualitative~~recorded ~~Disclosures~~as ~~about~~a ~~Market~~liability. ~~Risk~~In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

WeIn ~~are~~circumstances awhere ~~smaller~~the ~~reporting~~embedded ~~company~~conversion option asin ~~defined~~a inconvertible ~~Rule~~instrument ~~12b-2~~is ofrequired ~~the~~to ~~Exchange~~be ~~Act~~bifurcated and there are ~~not~~also other embedded derivative instruments in the convertible instrument that are required to ~~provide~~be ~~information~~bifurcated, ~~required~~the ~~under~~bifurcated ~~this~~derivative ~~Item~~instruments are accounted for as a single, compound derivative instrument.

~~Item~~The 8classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. ~~Financial~~ ~~Statements~~Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

~~The~~Share-based ~~financial statements of the Company and related schedules described under “Item 15. Financial Statements and Financial Statement Schedules” are included following this page.~~payments

30Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded as general and administrative expense.

~~BIZZINGO, INC.~~27

~~(Formerly Phreadz, Inc.)~~Revenue

~~Audited~~The ~~Financial~~Company ~~Statements~~records ~~(Expressed~~revenue inon ~~U.S.~~the ~~Dollars)~~accrual basis ~~May~~when ~~31,~~all ~~2011~~goods ~~Index~~and ~~Report~~services ofhave ~~Independent~~been ~~Registered~~performed ~~Public~~and ~~Accounting~~delivered, ~~Firms~~the ~~Consolidated~~amounts ~~Balance~~are ~~Sheets~~readily ~~Consolidated~~determinable, ~~Statement~~and ofcollection ~~Stockholders’~~is ~~Deficiency Consolidated Statements of Operations Consolidated Statements of Cash Flows Notes to Consolidated Financial Statement~~reasonably assured.

31Advertising

~~REPORT~~The OFCompany ~~INDEPENDENT~~expenses advertising ~~REGISTERED~~when ~~PUBLIC ACCOUNTING FIRM~~incurred.

ToIncome ~~the Board of Directors and~~Taxes

~~Stockholders~~Income oftaxes ~~Bizzingo~~are provided in accordance with ASC No. 740, ~~Inc~~Accounting for Income Taxes. &A ~~Subsidiaries~~deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

WeDeferred ~~have~~tax ~~audited~~assets ~~the~~are ~~accompanying~~reduced ~~consolidated~~by ~~balance~~a ~~sheets~~valuation allowance ~~of Bizzingo~~when, ~~Inc.~~in ~~& Subsidiaries as of May 31, 2010 and 2011, and~~ the ~~related~~opinion ~~consolidated statements~~ of ~~operations~~management, ~~stockholders’~~it ~~equity,~~is ~~and~~more ~~cash~~likely ~~flows~~than ~~for~~not ~~the~~that ~~years~~some ~~ended~~portion ~~May~~of ~~31,~~all ~~2010~~of ~~and 2011, and for~~ the ~~period~~deferred ~~from~~tax ~~April~~assets 3,will be ~~2009~~realized. ~~(inception)~~Deferred totax ~~May~~assets ~~31,~~and ~~2011.~~liabilities ~~Bizzingo,~~are ~~Inc.’s~~adjusted ~~management is responsible~~ for ~~these~~the ~~financial~~effects ~~statements.~~of ~~Our~~changes ~~responsibility~~in istax tolaws ~~express~~and anrates ~~opinion~~ on ~~these~~the ~~financial~~date ~~statements~~of ~~based on our audits~~enactment.

WeNet ~~conducted~~Loss ~~our~~per audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.Share

InNet ~~our~~loss ~~opinion,~~per ~~the~~share ~~consolidated~~is ~~financial~~computed ~~statements~~by ~~referred~~dividing net toloss ~~above~~attributable ~~present~~to ~~fairly,~~common instockholders ~~all~~by ~~material~~the ~~respects,~~weighted ~~the~~average ~~financial~~number ~~position~~of shares of ~~Bizzingo,~~common ~~Inc.~~stock &outstanding ~~Subsidiaries~~during asthe ofapplicable period. ~~May~~Diluted ~~31,~~loss ~~2011~~per ~~and~~share ~~2010,~~is ~~and~~determined in the ~~results~~same ofmanner ~~its~~as ~~operations~~basic ~~and~~loss ~~its~~per ~~cash~~share, ~~flows~~except ~~for~~that the ~~years~~number ~~ended~~of ~~May~~shares ~~31,~~is ~~2011~~increased to ~~and~~include ~~2010,~~potentially ~~and~~dilutive ~~for~~securities using the ~~period~~treasury ~~from~~stock ~~April~~method. 3,Since ~~2009~~the ~~(inception)~~Company toincurred ~~May~~a ~~31,~~net ~~2011~~loss in ~~conformity~~all ~~with~~periods presented, ~~accounting~~all ~~principles~~potentially ~~generally~~dilutive ~~accepted~~securities inwere excluded from the ~~United~~computation ~~States~~of diluted loss per share since the effect of including ~~America~~them is anti-dilutive.

~~The~~Subsequent accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, net capital deficiencies, and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Events

DeThe ~~Leon~~Company &follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the PCompany as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.A.

~~Pembroke~~Recent ~~Pines~~Accounting Pronouncements

~~August~~There ~~16,~~are ~~2011~~no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

32Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

~~BIZZINGO,~~We ~~INC.~~are (Aa ~~Development~~smaller ~~Stage~~reporting ~~Company)~~company ~~Consolidated~~as ~~Balance~~defined in ~~Sheets~~Rule ~~May~~12b-2 ~~31,~~of ~~2011~~the Exchange Act and ~~2010~~are ~~(Expressed~~not inrequired ~~U.S.~~to ~~Dollars)~~provide information required under this Item.

	2011			2010
ASSETS
Current
Cash and cash equivalents	$	4,101		$	159,025
Prepaid		10,000			25,000
Total current assets		14,101			184,025
Intangible (database)		-			-
Total assets	$	14,101		$	184,025
LIABILITIES
Current
Accounts payable	$	483,180		$	336,448
Accrued liabilities		-			2,829
Interest payable		139,241			14,664
Member holder loan		2,046			2,046
Notes payable		261,000			241,000
Stock issuance liability		-			1,000,632
Total current liabilities		885,467			1,597,619
Long term loan payable		-			-
Total Liabilities	$	885,467		$	1,597,619
STOCKHOLDERS' (DEFICIENCY) EQUITY
Share capital
Authorized:
525,000,000 shares of common stock par value $0.001
Issued, allotted and outstanding:
73,241,376 and 61,753,867 shares as of May 31, 2011 and 2010		73,241			61,754
Additional paid-in capital		16,614,442			11,702,297
Deficit accumulated during development stage		(17,559,049	)		(13,177,645	)
Total stockholders' (deficiency) equity		(871,366	)		(1,413,594	)
Total liabilities and stockholders' (deficiency) equity	$	14,101		$	184,025

Item 8. Financial Statements.

The ~~accompanying~~financial ~~notes~~statements of the Company and related schedules described under “Item 15. Financial Statements and Financial Statement Schedules” are anincluded ~~integral~~following the ~~part~~signature pages of ~~these~~this ~~financial~~Form ~~statements~~10-K.

3328

BIZZINGO, INC.
(A Development Stage Company)
Consolidated Statement of Stockholders' (Deficiency) Equity
For the period April 3, 2009 (Inception) to May 31, 2011	Page 1 of 2
(Expressed in U.S. Dollars)

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

																Total
	Common stock						Additional			Subscription			Deficit			Stock-holders'
	Shares			Amount			paid-in capital			Receivable			accumulated			(deficiency)
Shares issued for property April 3, 2009		1,920,000		$	1,920		$	4,998,092		$	(90	)	$	-		$	4,999,922
Shares issued for cash May 28, 2010		12,480,000		$	12,480		$	(12,390	)		-			-		$	90
Net Loss April 3, 2009 (Inception) to May 31, 2010		-			-			-			-		$	(186,902	)	$	(186,902	)
Balance, May 31, 2009		14,400,000		$	14,400		$	4,985,702		$	(90	)	$	(186,902	)	$	4,813,110
Subscription receivable		-			-			-		$	90			-		$	90
Shares issued for cash August 25, 2009		23,136,000		$	23,136		$	(22,991	)		-			-		$	145
Shares issued for cash March 10, 2010		5,782,400		$	5,782		$	(5,746	)		-			-		$	36
Recapitalization due to reverse merger		42,700,000		$	42,700		$	(83,243	)		-			-		$	(40,543	)
Shares cancelled due to reverse merger		(32,712,176	)	$	(32,712	)	$	32,712			-			-		$	-
Issuance of common stock @ $0.15 May 20, 2010		1,9333,333		$	1,933		$	288,067			-			-		$	290,000
Settlement of notes payable May 31, 2010		6,514,310		$	6,515		$	6,507,796			-			-		$	6,514,311
Net loss for the year ending May 31, 2010		-			-			-			-		$	(12,990,743	)	$	(12,990,743	)
Balance, May 31, 2010		61,753,867		$	61,754		$	11,702,297		$	-		$	(13,177,645	)	$	(1,413,594	)

None

~~The~~Item ~~accompanying~~9A. ~~notes~~Controls ~~are~~and ~~an integral part of these financial statements~~Procedures.

34The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.

BIZZINGO, INC.
(A Development Stage Company)
Consolidated Statement of Stockholders' (Deficiency) Equity
For the period April 3, 2009 (Inception) to May 31, 2011	Page 2 of 2
(Expressed in U.S. Dollars)

(a) Evaluation of Disclosure Controls and Procedures

												Total
	Common stock				Additional		Subscription		Deficit			Stock-holders'
	Shares		Amount		paid-in capital		Receivable		accumulated			(deficiency)
Shares issued for cash on June 8, 2010 @ $0.15		1,333,333	$	1,333	$	198,667		-		-		$	200,000
Exchange agreement issuance June 22, 2010		1,334,176	$	1,334	$	999,298		-		-		$	1,000,632
Shares issued for cash on July 16, 2010 @ $0.15		2,520,000	$	2,520	$	375,480		-		-		$	378,000
Shares issued for cash on November 1, 2010 @ $0.15		1,080,000	$	1,080	$	160,920		-		-		$	162,000
Shares issued for cash on December 3, 2010		720,000	$	720	$	107,280		-		-		$	108,000
Shares issued for services on January 31, 2011		2,000,000	$	2,000	$	1,198,000		-		-		$	1,200,000
Shares issued for asset acquisition March 15, 2011		2,500,000	$	2,500	$	1,872,500		-		-		$	1,875,000
Net loss for the year ending May 31, 2011									$	(4,381,404	)	$	(4,381,404	)
Balance, May 31, 2011		73,241,376	$	73,241	$	16,614,442	$	-	$	(17,559,049	)	$	(871,366	)

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~The~~(b) ~~accompanying~~Management’s ~~notes~~Report ~~are~~on anInternal ~~integral~~Control over ~~part~~Financial ~~of these financial statements.~~Reporting

35The Company’s management is responsible for establishing and maintaining internal control over financial reporting and disclosure controls. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~BIZZINGO, INC~~1. (APertain ~~Development~~to ~~Stage~~the ~~Company)~~maintenance ~~Consolidated Statements~~ of ~~Operations~~records ~~For~~that ~~the~~in ~~year~~reasonable ~~ended~~detail ~~May~~accurately ~~31, 2011~~ and ~~2010,~~fairly ~~and~~reflect ~~For~~ the ~~period~~transactions ~~April~~and 3,dispositions ~~2009~~of ~~(Inception)~~the toassets ~~May~~of ~~31,~~the ~~2011 (Expressed in U.S. Dollars)~~Company;

	From Inception Date of April 3, 2009 to May 31, 2011			For the Year Ended May 31, 2011			For the Year Ended May 31, 2010
Revenue	$	-		$	-		$	-
Accounting		93,707			40,068			53,853
Consulting		3,042,284			1,951,610			939,624
Corporate finance fees		52,530			37,530			15,000
Financing expense		1,000,632			-			1,000,632
G&A		250,090			209,972			39,447
Legal		411,714			89,730			321,985
Travel		247,453			124,362			109,098
Operating loss		(5,098,410	)		(2,453,272	)		(2,479,369	)
Other expense
Impairment of IP music database		(5,000,000	)		-			(5,000,000	)
Impairment of Computer Code		(1,875,000	)		(1,875,000	)
Interest expense (related party)		(342,482	)		(125,629	)		(195,720	)
Gain on forgiveness of debt		294,006			72,497			221,509
Loss on settlement of debt		(5,537,163	)		-			(5,537,163	)
Net loss for the year	$	(17,559,049	)	$	(4,381,404	)		(12,990,743	)
Loss per share – basic and diluted
Net loss				$	(0.06	)	$	(0.38	)
Weighted average number of common shares outstanding - basic and diluted					68,676,503			34,269,637

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

~~The~~3. ~~accompanying~~Provide ~~notes~~reasonable ~~are~~assurance anregarding ~~integral~~prevention ~~part~~or timely detection of ~~these~~unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

36Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed by the Company under the Exchange is appropriately recorded, processed, summarized and reported within the specified time periods.

~~BIZZINGO,~~Management ~~INC.~~has (Aconducted ~~Development~~an ~~Stage~~evaluation ~~Company)~~of ~~Consolidated~~the effectiveness ~~Statements~~ of ~~Cash~~our ~~Flows~~internal ~~For~~control ~~the~~over ~~year~~financial ~~ended~~reporting as of May 31, 2011 ~~and~~based ~~2010,~~on ~~and,~~the framework established in the ~~period~~Internal Control-Integrated ~~from~~Framework ~~April~~issued 3,by ~~2009~~the ~~(Inception)~~Committee toof ~~May~~Sponsoring ~~31,~~Organizations ~~2011~~of ~~(Expressed~~the inTreadway ~~U.S.~~Commission ~~Dollars~~(“COSO”).

	From Inception Date of April 3, 2009 to May 31, 2011			For the Year Ended May 31, 2011			For the Year Ended May 31, 2010
Cash flows from (used in) operating activities
Net loss for the year	$	(17,559,049	)	$	(4,381,404	)	$	(12,990,743	)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
- Impairment of IP music database		5,000,000			-			5,000,000
- Loss on acquisition of Atwood		(44,361	)		-			(44,361	)
- Loss on settlement of debt		5,537,163			-			5,537,163
- Shares issued for services		1,200,000			1,200,000			-
Changes in operating assets and liabilities:
- (Increase) Decrease in Accrued liabilities		-			(2,829	)		2,829
- (Increase) Decrease in Accounts payable		483,180			146,732			336,342
- (Increase) Decrease in Capitalized Interest		121,147			-			101,147
- (Increase) Decrease in Interest payable		139,242			124,577			13,533
- (Increase) Decrease in Prepaids		(10,000	)		15,000			(10,000	)
- (Increase) Decrease in Stock issuance liability		1,000,632			-			1,000,632
Net cash provided by operating activities		(4,132,046	)		(2,897,924	)		(1,053,460	)
Cash flows from (used in) investing activities
Purchase of Capital Assets	$	1,875,000		$	1,875,000		$	-
Net cash (used) provided by investing activities		1,875,000			1,875,000			-
Cash flows from (used in) financing activities
Proceeds from note(s) payable (net)		245,000			20,000			851,000
Proceeds from Shareholder loan		2,046			-			2,045
Shares issued in settlement of debt		876,000			-
Shares issued for cash		1,138,102			848,000			290,090
Net cash (used) provided by financing activities		2,261,148			868,000			1,143,135
Increase in cash and cash equivalents		4,101			(154,924	)		89,675
Effect of exchange rate on cash		-			-			-
Cash and cash equivalents, beginning of year		-			159,025			69,350
Cash and cash equivalents , end of year	$	4,101		$	4,101		$	159,025
Cash and cash equivalents represented by:
Cash	$	4,101		$	4,101		$	159,025

Based on this assessment, management concluded that as of May 31, 2012 the Company had material weaknesses in its internal control procedures.

~~The~~A ~~accompanying~~material ~~notes~~weakness ~~are~~is ana ~~integral~~control ~~part~~deficiency, or combination of ~~these~~control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

~~The Company did not expend any cash for interest or taxes for the year ended May 31, 2011 and May 31, 2010.~~29

37We have concluded that our internal control over financial reporting was ineffective as of May 31, 2012.

~~BIZZINGO,~~The ~~INC. (A Development Stage~~ Company)’s ~~Notes~~assessment toidentified ~~Financial~~certain ~~Statements~~material ~~For~~weaknesses which ~~the~~are ~~period~~set ~~from~~forth ~~April 3, 2009 (Inception) to May 31, 2011 (Expressed in U.S. Dollars)~~below:

~~Note~~Financial 1.Statement ~~Organization~~Close ~~and Summary of Significant Accounting Policies~~Process

~~On April 27, 2010 pursuant to share purchase agreements (the “Purchase Agreements”), Phreadz, Inc~~1. ~~completed~~There ~~the~~are ~~acquisitions~~insufficient ofwritten ~~Phreadz~~policies ~~USA, LLC (“Phreadz”)~~ and ~~UDM~~procedures ~~USA, LLC (“UDM”).The acquisitions were accounted~~ for ~~as a recapitalization effected by a reverse merger, wherein Phreadz and UDM were considered the acquirer for~~ accounting and financial reporting ~~purposes. The~~with ~~pre-merger~~respect ~~assets~~to ~~and liabilities of~~ the ~~acquired~~requirements ~~entities have been brought forward at their book value~~ and noapplication ~~goodwill has been recognized. The consolidated accumulated deficit~~ of ~~Phreadz~~US ~~and~~GAAP ~~UDM has been brought forward,~~ and ~~common~~SEC ~~stock~~disclosure ~~and additional paid-in-capital of the combined Company have been retroactively restated to give effect to the exchange rates as set forth in the Purchase Agreements~~requirements.

As2. ~~set~~There ~~forth~~is ~~above,~~insufficient onsupervision ~~April 27, 2010 (the “Closing Date”)~~ and ~~pursuant~~review toby ~~the~~our ~~terms~~corporate ~~and conditions of the Purchase Agreements~~management, ~~we:~~particularly ~~(i)~~relating ~~consummated~~to ~~the~~complex ~~acquisitions~~transactions ofrequiring ~~Phreadz~~analysis ~~and UDM, and (ii) each~~ of ~~Phreadz~~equity and ~~UDM~~debt ~~became our wholly owned subsidiary~~instruments. ~~More specifically, pursuant to and in connection with the Purchase Agreements:~~

·3. inThere ~~exchange~~is ~~for~~a ~~100%~~lack of ~~the~~formal ~~issued~~processes and ~~outstanding~~timelines ~~membership~~for ~~interests~~closing ofthe ~~Phreadz,~~books weand ~~issued~~records toat the ~~holders~~end of ~~the~~each ~~Phreadz~~reporting ~~membership interests an aggregate of 21,659,200 shares of our common stock; and~~period.

·4. inThe ~~exchange~~Company ~~for~~currently ~~100%~~has ofan ~~the~~insufficient ~~issued~~level of monitoring and ~~outstanding~~oversight ~~membership~~controls ~~interests~~for review and recording of ~~UDM~~stock issuances, weagreements ~~issued~~and tocontracts, ~~the~~including ~~holders~~insufficient documentation and review of the ~~UDM~~selection ~~membership~~and ~~interests~~application anof ~~aggregate~~US GAAP to significant non-routine transactions. In addition this has resulted in a lack of ~~21,659,200~~controls ~~shares~~over the issuance of ~~our~~the ~~common~~Company’s stock which resulted in names of holders being spelt incorrectly.

·These inweaknesses ~~addition,~~restrict ~~pursuant to~~ the ~~terms~~Company’s ability ofto ~~the~~timely ~~Purchase Agreements~~gather, ~~32,712,176~~analyze ~~shares of our issued~~ and ~~outstanding~~report ~~common~~information ~~stock~~relative ~~previously~~to ~~held~~the byfinancial ~~certain stockholders were cancelled~~statements..

AsEntity aLevel ~~result of the acquisitions of Phreadz and UDM, we experienced a change in control and ceased to be a “shell” company as defined in Rule 12b-2 promulgated under the Exchange Act.~~Controls

~~Phreadz~~1. ~~was~~There ~~organized~~are asinsufficient acorporate ~~limited~~governance ~~liability~~policies. ~~company~~Our incorporate ~~the~~governance ~~State~~activities ofand ~~Nevada~~processes inare ~~April~~not ~~2009~~always formally documented. ~~Its~~ ~~principal~~While ~~place~~we ofhave ~~business~~adopted isspecific ~~located~~corporate atgovernance 63policies ~~Main~~(see ~~Street~~Form ~~#202,~~8-K ~~Flemington,~~filed ~~New~~on ~~Jersey~~March ~~08822. Phreadz~~28, ~~had~~2011) we do not ~~undertaken~~yet ~~any~~have ~~material~~a ~~business~~sufficient ~~activities~~number of independent directors.

~~UDM~~2. ~~was~~The ~~organized~~Company ascurrently ahas ~~limited~~insufficient ~~liability~~resources ~~company~~and inan ~~the~~insufficient ~~State~~level of ~~Nevada~~monitoring inand ~~April~~oversight, ~~2009. Its~~which ~~principal~~may ~~place~~restrict ofthe ~~business~~Company’s isability ~~located~~to atgather, 63analyze ~~Main~~and ~~Street,~~report ~~Flemington,~~information ~~New~~relative ~~Jersey~~to ~~08858. On~~the ~~May~~financial ~~29,~~statements ~~2009,~~in ~~UDM~~a ~~consummated~~timely anmanner, ~~asset~~including ~~purchase~~insufficient ~~agreement~~documentation ~~with~~and ~~Jacques~~review ~~Krischer~~of the selection and ~~UDM,~~application ~~Ltd.,~~of ~~pursuant~~US GAAP to ~~which~~significant itnon-routine ~~acquired~~transactions. aIn ~~music~~addition, ~~database~~the ~~and~~limited ~~search~~size ~~tools. Since~~of ~~its~~the ~~inception,~~accounting ~~UDM~~department ~~had~~makes ~~not~~it ~~undertaken~~impractical ~~any~~to ~~material~~achieve ~~business~~an ~~activities~~optimum segregation of duties.

~~Nature~~3. There are limited processes and limited or no documentation in place for the identification and assessment of ~~Operations~~internal and ~~Going~~external ~~Concern~~risks that would influence the success or failure of the achievement of entity-wide and activity-level objectives.

~~The~~Functional ~~accompanying~~Controls consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the Company’s continuation as a going concern. Since April 3, 2009 (inception), the Company has reported net losses of ($17,559,049), operating activities have used cash of ($4,132,046), and ~~the~~Segregation ~~Company has a stockholders’ deficit~~ of ~~($871,366) as of May 31, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.~~Duties

~~The~~1. ~~Company~~There is ~~actively~~an ~~involved~~inadequate insegregation ~~discussions~~of ~~and~~duties ~~negotiations~~consistent with ~~investors~~control objectives. ~~Management~~The ~~does~~Company’s ~~not~~management ~~believe~~is ~~the~~composed ~~Company~~of ~~has~~a ~~sufficient~~small ~~working~~number ~~capital~~of toindividuals ~~operate~~resulting ~~beyond~~in ~~May~~a ~~31,~~situation ~~2011~~where ~~without~~limitations ~~additional~~on ~~funding~~segregation of duties exist. ~~Assuming~~ In order to remedy this situation we ~~raise~~would ~~the~~need ~~necessary~~to ~~capital~~hire ~~through~~additional ~~the~~staff ~~sale~~to ofprovide ~~equity~~greater orsegregation ~~equity~~of ~~equivalents~~duties. Currently, weit ~~expect~~is ~~that~~not wefeasible ~~will~~to ~~have~~hire ~~adequate~~additional ~~working~~staff ~~capital~~to ~~through~~obtain ~~2011~~optimal segregation of duties. ~~However,~~ ~~any~~Management ~~equity~~will ~~financing~~reassess ~~may~~this bematter ~~very~~in ~~dilutive~~the following year to ~~our~~determine ~~existing~~whether ~~shareholders~~improvement in segregation of duties is feasible.

382. There is a lack of top level reviews in place to review targets, product development, joint ventures or financing. All major business decisions are carried out by the Company’s officers with Board of Directors approval when needed.

~~BIZZINGO, INC. (A Development Stage Company) Notes to Financial Statements For the period from April 3, 2009 (Inception) to May 31, 2011 (Expressed in U.S. Dollars)~~30

~~Note~~Accordingly, 1.as ~~Organization~~the ~~and~~result ~~Summary~~of identifying the above material weaknesses, we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of ~~Significant~~the ~~Accounting~~annual ~~Policies~~or ~~(continued)~~interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

~~There~~Management isbelieves ~~no assurance~~ that ~~continued~~the ~~financing~~material ~~proceeds~~weaknesses set ~~will~~forth beabove ~~obtained~~were ~~in sufficient amounts necessary to meet~~ the ~~Company's~~result ~~needs. In view~~ of ~~these matters, continuation as a going concern is dependent upon~~ the ~~Company's~~scale ~~ability~~of toour ~~meet~~operations ~~its financing requirements, raise additional capital,~~ and ~~the~~are ~~future~~intrinsic ~~success~~to ofour ~~its~~small ~~operations~~size. ~~The~~ ~~accompanying~~Management ~~consolidated~~believes ~~financial~~these ~~statements~~weaknesses did do not ~~include~~have ~~any~~a ~~adjustments~~material toeffect ~~reflect the possible future effects~~ on ~~the~~our ~~recoverability~~financial ~~and~~results ~~classification of assets or the amounts~~ and ~~classifications~~intends ofto ~~liabilities~~take ~~that~~remedial ~~may~~actions ~~result~~upon ~~from~~receiving ~~the~~appropriate ~~possible~~funding for ~~inability of~~ the Company’s tobusiness ~~continue as a going concern~~operations.

~~Principles~~This annual report does not include an attestation report of ~~Consolidation~~our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report herein.

~~The~~Plan ~~accompanying consolidated financial statements include the accounts~~ of ~~the Company and its wholly-owned subsidiaries, Phreadz and UDM. All intercompany accounts and transactions have been eliminated in consolidation.~~Remediation

~~Note~~We 2are committed to improving our financial organization. ~~Significant~~Management ~~Accounting~~believes ~~Policies~~that preparing and implementing sufficient written policies and checklists will remedy the material weaknesses pertaining to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. These personnel will provide the depth of knowledge and time commitment to provide a greater level of review for corporate activities. The appointment of additional outside directors with industry expertise will greatly decrease any control and procedure issues the company may encounter in the future.

~~(a)~~We ~~Accounting~~will ~~Estimates~~continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

~~The~~We ~~preparation~~intend ofto ~~financial~~take ~~statements~~appropriate inand ~~conformity~~reasonable steps ~~with generally accepted accounting principles requires management~~ to make ~~estimates and assumptions that affect~~ the ~~reported~~necessary ~~amount~~improvements ofto ~~assets~~remediate ~~and~~these ~~liabilities~~deficiencies, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.including:

(b1) ~~Cash~~We ~~Equivalents~~will revise processes to provide for a greater role of independent board members in the oversight and review until such time that we are adequately capitalized to permit hiring additional personnel to address segregation of duties issues, ineffective controls and insufficient supervision and review by our corporate management.

~~For~~2) ~~purposes~~We ofwill ~~the~~continue ~~statement~~to ofupdate ~~cash~~the ~~flows~~documentation ~~cash equivalents usually consist~~ of ~~highly~~our ~~liquid~~internal ~~investments~~control ~~which~~processes, ~~are~~including ~~readily~~formal ~~convertible~~risk ~~into~~assessment ~~cash with maturity~~ of ~~three~~our ~~months~~financial orreporting ~~less when purchased.~~processes

(c3) ~~Concentration~~Commence the development of ~~Credit~~internal ~~Risk~~controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision.

~~The~~Item ~~Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements~~9B. ~~The~~ ~~Company~~Other ~~maintains the majority of its cash balances with one financial institution, in the form of demand deposits~~Information.

~~(d) Income Taxes~~None

The Company uses the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.31

39PART III

~~BIZZINGO,~~Item ~~INC~~10. ~~(A Development Stage Company) Notes to Financial Statements For the period from April 3~~Directors, ~~2009~~Executive ~~(Inception)~~Officers toand ~~May~~Corporate ~~31, 2011 (Expressed in U~~Governance.~~S. Dollars)~~

~~Note~~The 2following table sets forth the names, ages, and positions of our executive officers and directors as of May 31, 2012. ~~Significant~~Executive ~~Accounting~~officers ~~Policies~~are ~~(continued)~~appointed annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Directors are elected annually by our stockholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

(e) Net Loss per Share

Name	Age	Position(s)
Douglas Toth	50	Chairman, CEO & CFO
Gilbert Davila	48	Director
Kim Cranston	__	Director
David Shamouelian	34	Director
Elliot (Skip) Stein	63	Director
Ephraim Lindenbaum	43	Director

~~Net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the applicable period~~Mr. ~~Diluted~~Douglas ~~loss per share is determined in the same manner as basic loss per share~~Toth, ~~except~~Chairman ~~that~~& ~~the number of shares is increased to include potentially dilutive securities using the treasury stock method. Since the Company incurred a net loss in all periods presented~~CEO, ~~all potentially dilutive securities were excluded from the computation of diluted loss per share since the effect of including them is anti-dilutive.~~Director

~~Recent~~Mr. ~~accounting~~Toth ~~pronouncements~~became Chairman of the Company on October 4, 2010. He has been working as an independent management consultant where he identified, evaluated opportunities and assisted companies and individuals within a variety of industries including: manufacturing, retail and distribution, media, advertising and technology. In addition he managed special projects for financial, compliance, operations and information systems of the companies for which he consulted. He worked closely with external auditors and legal council to ensure professional propriety and business compliance for the publicly traded companies he represented.

~~In June 2009, FASB issued SFAS No~~Mr. ~~168,~~Toth’s ~~“The~~depth ~~FASB Accounting Standards Codification and the Hierarchy~~ of ~~Generally~~experience ~~Accepted~~in Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) has become the source of authoritative GAAP recognized by FASB to be applied by nongovernmental entities. Rules developing and ~~interpretive~~growing ~~releases~~companies, ofas ~~the~~well ~~Securities~~as ~~and~~his ~~Exchange~~expertise ~~Commission~~in ~~(“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On~~ the ~~effective~~area ~~date~~ of ~~this statement~~technology, ~~the~~led ~~Codification~~to ~~superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in~~ the ~~Codification~~conclusion ~~has~~he ~~become~~should ~~non-authoritative.~~serve ~~This~~as ~~statement~~a ~~is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption~~ director of ~~this statement is not expected to have a material effect on~~ the Company~~’s financial statements~~.

~~In May 2009, the FASB issued SFAS No~~Mr. ~~165~~Gilbert ~~(Codification reference ASC 855)~~Davila, “Subsequent Events.” SFAS No. 165 sets standards for the disclosure of events that occur after the balance-sheet date, but before financial statements are issued or are available to be issued. SFAS No. 165 sets forth the following: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009. The Company adopted SFAS No. 165 effective April 1, 2009. The Company uses the date of the filing of its periodic report with the SEC as the date through which subsequent events have been evaluated, which is the same date as the date the financial statements are issued. The adoption of SFAS No. 165 did not have a material impact on the Company’s consolidated financial statements.Director

~~ASU No~~Mr. ~~2010-09,~~Davila ~~Subsequent~~became ~~Events~~a ~~(Topic~~director ~~855):~~of ~~Amendments~~the toCompany on ~~Certain~~February ~~Recognition~~7, ~~and Disclosure Requirements~~2011. ~~This~~He ~~update~~ is ~~to remove the requirement for an SEC filer to disclose~~ a ~~date~~former ~~through~~Disney ~~which~~executive ~~subsequent events have been evaluated in both issued~~ and ~~revised~~also ~~financial~~serves ~~statements.~~on ~~Revised~~the ~~financial~~board ~~statements include financial statements revised as a result~~ of ~~either~~the ~~correction~~Association of anNational ~~error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised~~Advertisers, ~~then~~where he ~~an entity that~~ is ~~not~~a anfounding ~~SEC~~member ~~filer~~and ~~should~~current ~~disclose~~chairman ~~both~~of the ~~date~~ANA ~~that~~Multicultural ~~the~~Marketing ~~financial statements were issued or available to be issued~~ and ~~the~~Diversity ~~date the revised financial statements were issued or available to be issued~~Committee. ~~The FASB believes these amendments remove potential conflicts with the SEC’s literature.~~

40Mr. Davila has been a featured speaker at Harvard University program entitled “Beyond the Niche Market”. Mr. Davila has also written numerous articles that have appeared in several publications, including The Wall Street Journal, The Advertiser, Advertising Age and The Los Angeles Times. Gilbert also heads the Board of Advisors of the National Hispanic Media Coalition.

~~BIZZINGO, INC~~Mr. (ADavila’s ~~Development~~extensive ~~Stage~~background ~~Company)~~and broad ~~Notes~~experience toserving ~~Financial~~in ~~Statements~~senior ~~For~~marketing ~~the~~roles, ~~period~~and ~~from~~his ~~April~~relationships 3,with ~~2009~~business ~~(Inception)~~communities, led to ~~May~~the ~~31,~~conclusion ~~2011~~he ~~(Expressed~~should serve inas ~~U.S.~~a ~~Dollars)~~director of the Company.

~~Recent~~Mr. ~~accounting~~Kim ~~pronouncements~~Cranston, ~~(continued)~~Director

InMr. ~~addition,~~Cranston is C.E.O. and Chair of the ~~amendments~~Board of inTransparent Democracy, Chair of the ~~ASU~~Board ~~requires~~of anthe ~~entity~~Global ~~that~~Security isInstitute, and a ~~conduit~~member ~~bond~~of ~~obligor~~the ~~for~~Boards ~~conduit~~of ~~debt~~The ~~securities~~Climate ~~that~~Response Fund ~~are~~and ~~traded~~of inthe aLos ~~public~~Altos ~~market~~Community toFoundation. ~~evaluate~~Mr. ~~subsequent~~Cranston ~~events~~graduated ~~through~~from the ~~date~~University of ~~issuance~~California ofSanta ~~its~~Cruz ~~financial~~with ~~statements~~a B.A. in Environmental Studies and ~~must~~from ~~disclose~~Hastings ~~such~~College ~~date~~of the Law. ~~All~~Mr. Cranston previously held positions as director of ~~the~~Corporate Social ~~amendments~~Responsibility inand the ~~ASU~~Transparent ~~were~~Commerce ~~effective~~Initiative ~~upon~~for ~~issuance~~One ~~(February~~Cosmos 24Network, ~~2010)~~a ~~except~~new ~~for~~media ~~the~~company; ~~use~~as President of the Social ~~issued~~Venture ~~date~~Network, ~~for~~a ~~conduit~~network ~~debt~~of ~~obligors.~~socially ~~That~~conscious ~~amendment~~business isand ~~effective~~social ~~for~~entrepreneurs ~~interim~~and orinvestors; ~~annual~~as ~~periods~~a ~~ending~~consultant ~~after~~to ~~June~~the State ~~15,~~of ~~2010~~the World Forum; as Chief of Staff to California Lieutenant Governor Leo T. ~~The~~McCarthy; ~~adoption~~as Vice President of ~~this~~Business ~~standard~~Affairs for ~~did~~Platypus ~~not~~Productions, ~~have~~Inc., a ~~material~~cable ~~impact~~television onproduction ~~the~~company; ~~Company’s~~and ~~financial~~as ~~statements~~a lawyer with Gibson, Dunn & Crutcher.

In September 2006, the FASB issued SFAS No. 157 (Codification reference ASC 820), “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. It applies to other pronouncements that require or permit fair value measurements but does not require any new fair value measurements. The statement defines fair value as “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.” SFAS No. 157 establishes a fair value hierarchy (i.e., Levels 1, 2 and 3) to increase consistency and comparability in fair value measurements and disclosures. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 (Codification reference ASC 820), “Effective Date of FASB Statement No. 157” (“FSP SFAS 157-2”), which permits a one-year deferral of the application of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted SFAS No. 157 and FSP SFAS 157-2 for financial assets and liabilities effective January 1, 2008, which did not have a material impact on the Company’s consolidated financial statements. The Company adopted SFAS No. 157 for non-financial assets and non-financial liabilities effective January 1, 2009, which did not have a material impact on the Company’s consolidated financial statements. In October 2008, the FASB issued FSP 157-3 (Codification reference ASC 820), “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active” (“FSP SFAS 157-3”), which clarifies the application of SFAS No. 157 in a market that is not active. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.32

~~Determination~~Mr. Cranston’s extensive background and broad experience serving in senior management and legal roles led to the conclusion he should serve as a director of ~~Fair~~the ~~Value~~Company.

~~At May 31, 2010, the Company applied fair value to all assets based on quoted market prices, where available~~Mr. ~~For~~David ~~financial instruments for which quotes from recent exchange transactions are not available~~Shamouelian, the Company determines fair value based on discounted cash flow analysis and comparison to similar instruments. Discounted cash flow analysis is dependent upon estimated future cash flows and the level of interest rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value.Director

~~The~~Mr. ~~methods~~Shamouelian ~~described~~became ~~above~~a ~~may~~director ~~produce~~of athe ~~current~~Company on ~~fair~~November ~~value~~2, ~~calculation~~2011. ~~that~~He ~~may~~has ~~not~~over be20 ~~indicative~~years ofexperience ~~net~~in ~~realizable~~the ~~value~~fashion orindustry. ~~reflective~~His ofpassion ~~future~~began ~~fair~~under ~~values~~his father’s tutelage in a business that was spawned three generations before him. IfTwo ~~readily~~decades ~~determined~~later, ~~market~~Mr. ~~values~~Shamouelian ~~became~~enjoys ~~available~~a orreputation ifas ~~actual~~one ~~performance~~of ~~were~~the most torespected ~~vary~~names ~~appreciably~~in ~~from~~the ~~assumptions~~fashion ~~used,~~industry. ~~assumptions~~He ~~may~~is ~~need~~currently toa beprincipal ~~adjusted~~in Romeo and Juliet Couture, ~~which~~a ~~could~~highly ~~result~~successful clothing line recently featured on Warner Bros.’s Gossip Girls. The clothing line was established in ~~material~~1999 ~~differences~~and ~~from~~has grown to become one of the ~~recorded~~top ~~carrying~~fashion ~~amounts~~lines in contemporary ladies sportswear. ~~The~~Mr. ~~Company~~Shamouelian ~~believes~~is ~~its~~the ~~methods~~former CEO of ~~determining~~the ~~fair~~Paris based ~~value~~fashion ~~are~~label, ~~appropriate~~Sharagano, a $40 million label featured in high end retail stores such as Saks Fifth Avenue, Bloomingdales, and ~~consistent~~Macys. ~~with~~Sharagano ~~other~~maintained ~~market~~worldwide ~~participants~~distribution in Asia, Europe and South America and included 12 freestanding stores in the US, Korea and Mexico. ~~However~~Sharagano’s lace insert jeans, designed by David Shamouelian, were the ~~use~~threads of ~~different~~choice ~~methodologies~~for many orcelebrities, ~~different~~including ~~assumptions~~Madonna toand ~~value~~Jennifer ~~certain~~Lopez. ~~financial~~Currently, ~~instruments~~Mr. ~~could~~Shamouelian ~~result~~is inone aof ~~different~~the ~~estimate~~major principals and shareholders of ~~fair~~The ~~value~~Toon Studio of Beverly Hills, a studio that licenses characters worldwide.

~~Valuation~~Mr. ~~Hierarchy~~Shamouelian extensive background and broad experience serving in senior marketing roles, and his relationships with business communities, led to the conclusion he should serve as a director of the Company.

~~SFAS No~~Mr. ~~157~~Elliot ~~establishes~~(Skip) aStein, ~~three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:~~Director

41Mr. Stein became a director of the Company on April 3, 2012. He has over 35 years experience in finance and other industries. Since 2004, he has been a Director of Apollo Investment Corporation, a business development company under the Investment Company Act of 1940, as amended (NASDAQ: AINV) presently serving as its lead independent director. Since 2011, Mr. Stein also has been a director of Global Cornerstone Holdings Limited and Apollo Senior Floating Rate Fund Inc., a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (NYSE:AFT). He is a Managing Director of Commonwealth Capital Partners and has served as Chairman of Caribbean International News Corporation since 1985. Mr. Stein also is a board member of various private companies including Multi-Pak Holdings, LLC., Cohere Communications, and Assay Healthcare Solutions. Mr. Stein is a Trustee of Claremont Graduate University and the New School University. He is a member of the Council on Foreign Relations. He formerly served as a Director of VTG Holdings, Bargain Shop Holdings, Inc. and various other private companies.

~~BIZZINGO, INC~~Mr. (AStein’s ~~Development~~extensive ~~Stage~~background ~~Company)~~and broad ~~Notes~~experience toserving ~~Financial~~as ~~Statements~~an ~~For~~officer ~~the~~and ~~period~~director ~~from~~of ~~April~~various 3companies, ~~2009~~and ~~(Inception)~~his toexpertise ~~May~~in 31corporate finance, ~~2011~~led ~~(Expressed~~to inthe ~~U.S.~~conclusion he ~~Dollars)~~should serve as a director of the Company.

~~Recent~~Mr. ~~accounting~~Ephraim ~~pronouncements~~Lindenbaum, ~~(continued)~~Director

~~Level 1~~Mr. ~~Inputs~~ toLindenbaum became a director of the ~~valuation~~Company on ~~methodology~~May ~~are~~29, ~~quoted~~2012. ~~prices~~He ~~(unadjusted)~~is ~~for~~the ~~identical~~founder, ~~assets~~managing ordirector ~~liabilities~~and inmajority ~~active~~owner ~~markets.~~of ~~Level~~Advance 1Ventures, ~~assets~~a Silicon Valley-based venture investment fund and ~~liabilities~~venture ~~include~~development ~~debt~~advisory firm that participates in seed and ~~equity~~early-stage ~~securities~~cleantech, communications/mobility, digital media and ~~derivative~~information ~~financial~~technology ~~instruments~~start-ups. ~~actively~~Since ~~traded~~1999, onAdvance ~~exchanges~~Ventures has consistently achieved meaningful exits with its portfolio companies across its core market sectors. Prior to founding Advance Ventures, asMr. ~~well~~Lindenbaum was the co-founder of interactive media pioneer Broadcast Production Group and served as UCEO until its acquisition in 1999 by Parago, a leading global engagement management company.S. ~~Treasury~~Under ~~securities~~his leadership, Broadcast Production Group was listed as a Top 15 fastest growing private company in Silicon Valley and Ua Top 100 fastest growing private company in the US.S Mr. ~~Government~~Lindenbaum has been nationally recognized in cover and ~~agency~~feature ~~mortgage-backed~~stories ~~securities~~by ~~that~~CNN ~~are~~Future ~~actively~~Watch, ~~traded~~New inMedia ~~highly~~News, ~~liquid~~AV ~~over~~Video ~~the~~~ ~~counter~~Multimedia ~~markets~~Producer Magazine, Wired, MicroPublishing News and Silicon Valley Business Journal.

Level 2. Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs that are observable or can be corroborated, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 assets and liabilities include debt instruments that are traded less frequently than exchange traded securities and derivative instruments whose model inputs are observable in the market or can be corroborated by market observable data. Examples in this category are certain variable and fixed rate non-agency mortgage-backed securities, corporate debt securities and derivative contracts.33

~~Level 3~~Mr. ~~Inputs~~ toLindenbaum’s ~~the~~extensive ~~valuation~~background and ~~methodology~~broad ~~are~~experience ~~unobservable~~in ~~but~~Silocon ~~significant~~Valley, toand ~~the~~his ~~fair~~expertise ~~value measurement. Examples~~ in ~~this~~tech ~~category~~oriented ~~include interests in certain securitized financial assets~~companies, ~~certain~~led ~~private~~to ~~equity~~the ~~investments,~~conclusion ~~and~~he ~~derivative~~should ~~contracts~~serve ~~that~~as a ~~are~~director ~~highly~~of ~~structured~~the ~~or long-dated~~Company.

~~Application~~Indemnity ~~of Valuation Hierarchy~~Agreements

AThe ~~financial~~Company ~~instrument's~~entered ~~categorization~~into ~~within~~Indemnity ~~the~~Agreements with ~~valuation~~certain ~~hierarchy~~of isits ~~based~~directors ~~upon~~or officers in connection with the ~~lowest~~consummation ~~level~~of the acquisitions of ~~input~~Phreadz ~~that~~and isUDM, ~~significant~~pursuant to which, among other things, the Company will indemnify such directors and officers to the ~~fair~~fullest extent ~~value~~permitted ~~measurement~~by applicable law, and provide for advancement of legal expenses under certain circumstances.

InBoard ~~April~~Composition 2009, the FASB issued updated guidance relating to intangible asset valuation, which is included in the Codification in ASC 350-30-55, General Intangibles Other Than Goodwill – Implementation (“ASC 350-30-55”). ASC 350-30-55 amends ASC 350-30, Intangibles – Goodwill and ~~Other,~~Committees to identify the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. ASC 350-30-55 is effective for fiscal years beginning after December 31, 2008. The Company adopted the amendment to ASC 350-30 effective January 1, 2009, and such amendment did not have a material effect on the Company’s results of operations, financial position or liquidity.

42Presently, our Board of Directors consist of at least four seek persons who are “independent” within the meaning of the rules and regulations of The NASDAQ Stock Market. Because of our current stage of development, we do not have any standing audit, nominating or compensation committees, or any committees performing similar functions. The Board will meet periodically throughout the year as necessity dictates. No current director has any arrangement or understanding whereby they are or will be selected as a director or nominee.

~~BIZZINGO,~~Audit ~~INC.~~Committee ~~(A Development Stage Company) Notes to~~ Financial ~~Statements For the period from April 3, 2009 (Inception) to May 31, 2011 (Expressed in U.S. Dollars)~~Expert

~~Note~~The 3Company’s Board of Directors does not have an independent “audit committee financial expert,” within the meaning of such phrase under applicable regulations of the SEC, serving on its audit committee. ~~Intangible~~The Company does not have a separately designated audit committee. The entire Board of Directors serves as the audit committee. The Board of Directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (i) understanding generally accepted accounting principles (“GAAP”) and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. Like many small companies, however, it is difficult for the Company to attract and retain independent Board members who qualify as “audit committee financial experts,” and competition for these individuals is significant. The Board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated independent “audit committee financial expert.”

~~The~~Indebtedness Company has valuation reports from Cethial Bossche Content Network (Montreal, Canada) dated January 22, 2007 and Copiliot Partners (France) dated January 19, 2007. The two firms have placed a valuation of ~~between~~Directors ~~€9.5~~ and ~~€17~~Executive million Euros and €12 million Euros, respectively, on the assets described as UDM music databases and related tools. Based on the above and other comparables, a pro forma five year cash flow analysis, the Company determined that a fair deemed value of $5,000,000 was appropriate with that deemed value attributable to the music database at April 3, 2009 (Inception). As the Company did not obtain a third party valuation report at the end of the fiscal period ended February 28, 2010, we fully impaired the $5,000,000 carrying value of this intellectual property as at that date.Officer

~~Note~~None 4.of ~~Income~~our ~~Taxes~~directors or our executive officers or their respective associates or affiliates are indebted to us.

AsCompensation of May 31, 2011, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $17,554,961 that may be offset against future taxable income through 2031. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.Committee

	2011			2010
Operating loss carry forward	$	17,559,049		$	13,177,645
Statutory rates		34	%		34	%
Deferred income tax asset		5,970,076			4,480,399
Less: valuation allowance		(5,970,076	)		(4,480,399	)
		-			-

The Company does not maintain a standing compensation committee. Due to the Company’s small size at this point in time, the Board of Directors has not established a separate compensation committee. All members of the Board of Directors (with the exception of any member about whom a particular compensation decision is being made) participate in the compensation award process.

The ~~valuation~~Company ~~allowance~~understands ~~reflects~~that ~~the~~in ~~realization~~order ofto ~~the~~attract executive ~~tax~~management ~~assets~~talent, isit ~~unlikely~~will need to offer competitive market salaries to senior management and Board members.

~~Note~~Nominating ~~5. Notes Payable and Related Party Transactions~~Committee

AThe ~~member of the~~ Company ~~loaned~~does ~~$250,000~~not tomaintain ~~the Company pursuant to~~ a ~~Note(s)~~standing ~~Payable~~Nominating Committee ~~Agreement dated May 15, 2009. The loan included a $20,000 interest bonus~~ and ~~accrued~~does ~~simple~~not ~~interest~~have at a ~~rate~~Nominating ofCommittee ~~8% per annum~~charter. ~~The~~Due ~~note was~~ to ~~mature~~the onCompany’s ~~April~~small ~~30,~~size ~~2012~~at ~~and~~this ~~become~~point ~~due~~in ~~and payable at that~~ time, ~~including~~the ~~accrued~~Board has ~~interest~~not ~~and~~established ~~the~~a ~~interest~~separate ~~bonus.~~nominating ~~The~~committee ~~$250,000~~and ~~was~~feels ~~received~~that inall ~~two~~directors ~~parts~~should onhave ~~May~~input 5,into ~~2009~~nomination ~~and~~decisions. ~~May 18~~As such, ~~2009.~~all ~~Interest~~members ~~accrued~~of at the ~~rate~~Board ofgenerally 8%participate ~~annually~~in ~~and was $22,140.43 for~~ the ~~period~~director ~~April~~nomination ~~3, 2009 (inception) to May 31, 2010~~process. ~~The~~Under ~~note~~the ~~was~~rules ~~assigned~~promulgated by the ~~holder on May 31~~SEC, the ~~2010~~Board ~~and settled with 1,947,601 shares~~ of ~~our~~Directors ~~common stock and 973~~is,~~801~~ ~~Series A Warrants~~therefore, ~~with~~treated anas ~~exercise~~a ~~price~~“nominating ~~of $0~~committee.~~30 per share, expiring June 30, 2019, and 973,801 Series B Warrants, with an exercise price of $0.60 per share, expiring June 30, 2019.~~”

4334

~~BIZZINGO~~With respect to the nominations process, ~~INC.~~the Board (Adoes ~~Development~~not ~~Stage~~operate ~~Company)~~under ~~Notes~~a towritten ~~Financial~~charter, ~~Statements~~but ~~For~~under resolutions adopted by the ~~period~~Board ~~from~~of ~~April~~Directors. 3The Board is responsible for reviewing and interviewing qualified candidates to serve on the Board, ~~2009~~for ~~(Inception)~~making recommendations for nominations to ~~May~~fill 31vacancies on the Board, ~~2011~~and ~~(Expressed~~for inselecting Uthe nominees for selection by the Company’s shareholders at each annual meeting.S The Board has not established specific minimum age, education, experience or skill requirements for potential directors. ~~Dollars)~~The Board takes into account all factors they consider appropriate in fulfilling their responsibilities to identify and recommend individuals as director nominees. Those factors may include, without limitation, the following:

~~Note 5~~1. ~~Notes~~an ~~Payable~~individual’s business or professional experience, accomplishments, education, judgment, understanding of the business and ~~Related~~the ~~Party~~industry ~~Transaction~~in ~~(continued)~~which the Company operates, specific skills and talents, independence, time commitments, reputation, general business acumen and personal and professional integrity or character;

A2. ~~member of~~ the ~~Company~~size ~~loaned $200,000 to the Company pursuant to a Note(s) Payable Agreement dated August 10, 2009. The loan terms include a $16,000 interest bonus~~ and ~~accrues~~composition ~~simple interest at a rate~~ of ~~8% per annum. The note matured on December 31, 2009 and by agreement was extended to March 31, 2010. Interest accrued at~~ the ~~rate~~Board of 8%Directors ~~annually~~ and ~~was $16,924.35 for~~ the ~~period~~interaction ~~April 3, 2009 (inception) to May 31, 2011. As~~ of ~~May~~its 31members, ~~2011, this Note(s) Payable was~~ in ~~default~~each ~~and~~case aswith ofrespect ~~August~~to 3,the ~~2010,~~needs ~~$190,000~~ of the ~~outstanding~~Company ~~amount~~and ~~has~~its ~~been~~shareholders; ~~repaid with $26,000 outstanding.~~and

Aregarding ~~member~~any ofindividual ~~the~~who ~~Company~~has ~~loaned~~served ~~$150,000 to the Company pursuant to~~ as a ~~Note(s)~~director ~~Payable~~of ~~Agreement~~the ~~dated August 20~~Company, ~~2009.~~his ~~The~~or ~~loan~~her ~~included~~past apreparation ~~$12~~for,~~000~~ ~~interest~~attendance ~~bonus and accrued simple interest~~ at ~~a rate of 8% per annum. The note matured on December 31~~, ~~2009~~ and byparticipation ~~agreement~~in ~~was~~meetings ~~extended to March 31, 2010~~ and ~~then~~other toactivities ~~May 31, 2010. Interest accrued at~~ of the ~~rate~~Board of 8%Directors ~~annually~~or ~~and~~its ~~was~~committees ~~$9,799.90~~and ~~for~~his ~~the~~or ~~period~~her ~~from~~overall ~~April~~contributions ~~3, 2009 (inception)~~ to ~~May 31, 2010. The notes were assigned by~~ the ~~holder~~Board ~~on May 31, 2010~~ and ~~settled~~the ~~with 1,145,332 shares of our common~~Company.

~~stock~~The Board may use multiple sources for identifying and evaluating nominees for directors, ~~572,666~~ ~~Series~~including Areferrals ~~Warrants~~from the Company’s current directors and management as well as input from third parties, ~~with~~including anexecutive ~~exercise~~search ~~price~~firms ofretained $0by the Board.30 ~~per~~The ~~share,~~Board ~~expiring~~will ~~June~~obtain 30background information about candidates, ~~2019~~which may include information from directors’ and officers’ questionnaires and background and reference checks, and ~~572~~will then interview qualified candidates. The Board will then determine,~~666~~ ~~Series~~based Bon ~~Warrants~~the background information and the information obtained in the interviews, ~~with~~whether anto ~~exercise~~recommend ~~price~~that a candidate be nominated to the Board of $0Directors.60 ~~per~~We ~~share~~strongly encourage and, ~~expiring~~from ~~June~~time 30to time actively survey, ~~2019~~our shareholders to recommend potential director candidates.

AFamily member of the Company loaned $25,000 to the Company pursuant to a Note(s) Payable Agreement dated September 29, 2009. The loan included a $2,000 interest bonus and accrued simple interest at a rate of 8% per annum. The note matured on December 31, 2009 and by agreement was extended to March 31, 2009 and then to May 31, 2010. Interest accrued at the rate of 8% annually and was $1,355.18 for the period from April 3, 2009 (inception) to May 31, 2010. The notes were assigned by the holder on May 31, 2010 and settled with 189,034 shares of our common shares and 94,516 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 94,516 Series B Warrants, with an exercise price of $0.60 per share, expiring June 30, 2019.Relationships

AThere ~~member~~are ofno ~~the~~family ~~Company~~relationships ~~loaned~~among ~~$100,000 to~~ the directors ~~Company~~or ~~pursuant~~executive toofficers ~~a Note(s) Payable Agreement dated September 29, 2009. The loan included a $8,000 interest bonus and accrued simple interest at a rate~~ of ~~8% per annum. The note matured on December 31, 2009 and by agreement was extended to March 31, 2009 and then to May 31, 2010. Interest accrued at~~ the ~~rate of 8% annually was $5,610~~Company.10 for the period from April 3, 2009 (inception) to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 757,400 shares of our common stock, 378,700 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 378,700 Series B Warrants, with an exercise price of $0.60 per share, expiring June 30, 2019.

AConflicts ~~member~~ of the Company loaned $50,000 USD to the Company pursuant to a Note(s) Payable Agreement dated November 15, 2009. The loan included a $4,000 interest bonus and accrued simple interest at a rate of 8% per annum. The note matured on December 31, 2009 and by agreement was extended to March 31, 2009 and then to May 31, 2010. Interest accrued at the rate of 8% annually and was $2,236.92 for the period from April 3, 2009 (inception) to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 374,912 shares of our common stock, 187,456 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 187,456 Series B Warrants, with an exercise price of $0.60 per share, expiring June 30, 2019.

ACertain ~~member~~potential conflicts of ~~the Company loaned $100,000 to the Company pursuant to a Note(s) Payable Agreement dated December 11, 2009. The loan included a $8,000~~ interest ~~bonus~~are inherent ~~and~~in ~~accrued simple interest at a rate of 8% per annum. The note matured on January 31, 2010 and by agreement was extended to March 31, 2009 and then to May 31, 2010. Interest accrued at~~ the ~~rate~~relationships ofbetween 8%our ~~annually~~officers and ~~was $3~~directors,~~929.44~~ ~~for the period from April 3, 2009 (inception) to May 31, 2010. The note was assigned by the holder on May 31, 2010~~ and ~~settled with 746,196 shares of our common stock, 373,098 Series A Warrants, with an exercise price of $0~~us.~~30 per share, expiring June 30, 2019, and 373,098 Series B Warrants, with an exercise price of $0.60 per share, expiring June 30, 2019.~~

44From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with ours with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our shareholders will have any right to require participation in such other activities.

~~BIZZINGO~~Further, ~~INC.~~because (Awe ~~Development~~intend ~~Stage~~to ~~Company)~~transact ~~Notes~~business with tosome ~~Financial~~of ~~Statements~~our ~~For~~officers, ~~the~~directors ~~period~~and ~~from~~affiliates, ~~April~~as 3well as with firms in which some of our officers, ~~2009~~directors ~~(Inception)~~or toaffiliates have ~~May~~a 31material interest, ~~2011~~potential ~~(Expressed~~conflicts inmay Uarise between the respective interests of us and these related persons or entities.S. We ~~Dollars)~~believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties.

~~Note~~With 5.respect ~~Notes~~to ~~Payable~~transactions involving real or apparent conflicts of interest, we will adopt policies and ~~Related~~procedures ~~Party~~which ~~Transaction~~require that: (~~continued~~i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

A member of the Company loaned $100,000 to the Company pursuant to a Note(s) Payable Agreement dated March 26, 2010. The loan included a $75,000 forgiveness clause on the completion of our reverse merger as of April 27, 2010. Interest accrued on a simple basis at a rate of 8% per annum. The note held a maturity date of June 30, 2010. Interest accrued at the rate of 8% annually and was $887.68 for the period from April 3, 2009 (inception) to May 31, 2010. On June 30, 2010, $26,052.06 was paid in settlement of this note, including $164.38 in additional interest for the period from June 1, 2010 to June 30, 2010.35

ATerm ~~member~~ of ~~the~~Office Company loaned $100,000 to the Company pursuant to a Note(s) Payable Agreement dated April 9, 2010. The loan included a $75,000 forgiveness clause on the completion of our reverse merger as of April 27, 2010. Interest accrued on a simple basis at a rate of 8% per annum. The note held a maturity date of June 30, 2010. Interest accrued at the rate of 8% annually and was $580.82 for the period from April 3, 2009 (inception) to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 170,538 shares of our common stock, 85,269 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 85,269 Series B Warrants, with an exercise price of $0.60 per share, expiring June 30, 2019.

AOur ~~member~~directors ofare ~~the~~appointed ~~Company~~for ~~loaned~~a ~~$10,000~~one-year term to ~~the~~hold ~~Company~~office ~~pursuant~~until tothe anext ~~Note(s)~~annual ~~Payable~~general ~~Agreement~~meeting ~~dated March 18, 2010. The loan terms included a $7,000 forgiveness clause on the completion~~ of our ~~reverse~~shareholders ~~merger~~or asuntil ofremoved ~~April 27, 2010. Interest accrued on a simple basis at a rate of 8% per annum. The note held a maturity date of June 30, 2010. Interest accrued at the rate of 8% annually and was $110.02 for the period~~ from ~~April~~office 3,in ~~2009~~accordance ~~(inception)~~with ~~to May 31, 2010~~our bylaws. ~~The~~Our ~~note~~officers ~~was~~are ~~assigned~~appointed by ~~the holder on May 31, 2010 and settled with 20,734 shares of~~ our ~~common~~board ~~stock, 10,368 Series A Warrants, with an exercise price~~ of ~~$0.30~~directors ~~per share, expiring June 30, 2019,~~ and ~~10,368~~hold ~~Series~~office Buntil ~~Warrants,~~removed ~~with~~by anthe ~~exercise price of $0~~board.~~60 per share, expiring June 30, 2019.~~

AAll ~~member~~officers ofand ~~the~~directors ~~Company~~listed ~~loaned~~above ~~$10,000~~will remain ~~USD~~in tooffice until the ~~Company~~next ~~pursuant~~annual tomeeting aof ~~Note(s)~~our ~~Payable~~stockholders, ~~Agreement~~and ~~dated~~until ~~March~~their ~~23,~~successors ~~2010.~~have ~~The~~been ~~loan~~duly ~~included~~elected aand ~~$7,000~~qualified. There ~~forgiveness~~are ~~clause~~no onagreements ~~the~~with ~~completion~~respect ofto ~~our~~the ~~reverse~~election ~~merger as~~ of ~~April 27, 2010~~directors. ~~Interest~~We ~~was~~have ~~accrued~~not oncompensated aour ~~simple~~directors ~~basis~~for atservice aon ~~rate~~our board of 8%directors, ~~per~~any ~~annum.~~committee ~~The~~thereof, ~~note~~or ~~held~~reimbursed afor ~~maturity~~expenses ~~date~~incurred offor ~~June~~attendance ~~30,~~at ~~2010.~~meetings ~~Interest~~of ~~accrued~~our atboard ~~the rate~~ of 8%directors ~~annually~~ and/or any ~~was~~committee ~~$99.06~~of ~~for~~our ~~the~~board ~~period~~of ~~from April 3, 2009 (inception) to May 31, 2010~~directors. ~~The~~Officers ~~note~~are ~~was~~appointed ~~assigned~~annually by ~~the~~our ~~holder~~board onof ~~May~~directors ~~31,~~and ~~2010~~each ~~and~~executive ~~settled~~officer ~~with~~serves at ~~20,660~~the ~~shares~~discretion of our ~~common~~board ~~stock,~~of ~~10,330~~directors. ~~Series~~We Ado ~~Warrants,~~not ~~with~~have anany ~~exercise~~standing ~~price of $0~~committees.30 ~~per~~Our ~~share,~~board ~~expiring~~of ~~June~~directors ~~30,~~may ~~2019,~~in ~~and~~the ~~10,330~~future ~~Series~~determine to Bpay ~~Warrants,~~directors’ ~~with~~fees anand ~~exercise~~reimburse ~~price~~directors offor ~~$0.60~~expenses ~~per~~related ~~share,~~to ~~expiring~~their ~~June 30, 2019~~activities.

OnInvolvement March 23, 2010 the Company entered into an $85,000 Note(s) Payable Agreement. The loan terms also included a “right” with the note to receive the equivalent amount of the face amount of such note on such terms that notes were settled in ~~consideration~~Certain ofLegal the note. The original note had a maturity date of June 30, 2010 and accrued interest at 8% per annum. The “right” did not accrue interest. Interest accrued was $1,285.48 for the period from April 3, 2009 (inception) to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 1,141,902 shares of our common stock, 570,951 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 570,951 Series B Warrants, with an exercise price of $0.60 per share, expiring June 30, 2019, including the “right” described above.Proceedings

OnExcept ~~April~~as ~~27,~~stated ~~2010~~herein, ~~Professional~~none ~~Opportunity~~of ~~Fund~~our ~~Ltd.~~directors ~~(“POOF”)~~or ~~forgave~~executive ~~and cancelled $57~~officers has,~~509~~ ~~that~~during the ~~Company~~past ~~owed~~ten ~~to POOF for expenses paid on behalf of the Company. This amount was unsecured~~years, ~~non-interest bearing and had no specific terms of repayment.~~been:

On1) ~~October~~the ~~31,~~subject ~~2010,~~of ~~Gordon~~any ~~Samson~~bankruptcy ~~and~~petition ~~Groupmark~~filed ~~Financial~~by ~~Services,~~or ~~Ltd.~~against ~~forgave~~any ~~$12,976.00~~business ~~and~~of ~~$24,128.26~~which ~~respectively~~such inperson ~~outstanding~~was ~~amounts~~a ~~owed.~~general Onpartner ~~February~~or ~~28,~~executive ~~2011~~officer ~~our~~either ~~former~~at ~~CEO,~~the ~~Christina~~time ~~Domecq~~of ~~forgave~~the ~~$35,393.10~~bankruptcy inor ~~outstanding~~within ~~accrued~~two ~~management~~years ~~fees.~~prior ~~This~~to ~~has~~that ~~created a total gain on forgiveness of debt of $72,497.36.~~time;

452) convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~BIZZINGO~~3) subject to any order, ~~INC.~~judgment, (Aor ~~Development~~decree, ~~Stage~~not ~~Company)~~subsequently ~~Notes~~reversed, tosuspended ~~Financial~~or ~~Statements~~vacated, ~~For~~of ~~the~~any ~~period~~court ~~from~~of ~~April~~competent 3jurisdiction, ~~2009~~permanently ~~(Inception)~~or totemporarily ~~May~~enjoining, 31barring, ~~2011~~suspending ~~(Expressed~~or otherwise limiting his involvement in ~~U.S.~~any ~~Dollars)~~type of business, securities or banking activities; or

~~Note~~4) 5.found ~~Notes~~by ~~Payable~~a ~~and~~court ~~Related~~of ~~Party~~competent ~~Transaction~~jurisdiction (~~continued~~in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

On ~~February~~August 219, ~~2011~~2006, ~~the~~a ~~Company~~NASD ~~entered~~Hearing Panel found that in aAugust ~~promissory~~of ~~note~~2003 ~~for~~Mr. ~~$110,000~~Toth violated Membership Rule IM-1000-1 and Conduct Rule 2110.00 The ~~note~~Panel ~~terms~~concluded ~~are~~that ~~for~~Mr. 1Toth, ~~year~~by his ~~and~~inaction, ~~carry~~wilfully ancaused ~~interest~~a ~~rate~~Form U-4 to be filed by a broker-dealer which contained a misrepresentation of ~~10%~~a ~~per~~material ~~annum~~fact. The ~~Interest~~Hearing ~~expense~~Panel suspended Mr. Toth from all NASD capacities for a period of ~~$2,983~~one year.56 ~~was~~Mr. ~~accrued~~Toth appealed the decision to ~~May~~both the 31NASD’s National Adjudicatory Council and Securities and Exchange Commission on July 27, ~~2011~~2007 and August 1, 2008 respectively; both agencies upheld the original NASD finding.

OnSection ~~April 7, 2011 the Company entered in~~ 16(a) ~~promissory~~Beneficial ~~note~~Ownership ~~for~~Reporting ~~$50,000.00 The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense of $739.73 was accrued to May 31, 2011.~~Compliance

OnSection ~~May~~16(a) 3,of ~~2011~~the Securities Exchange Act of 1934 requires the Company’s ~~entered~~directors inand aexecutive ~~promissory~~officers, ~~note~~and ~~for~~persons ~~$75,000.00~~who ~~with~~own more than ten percent of a ~~related~~registered class ~~party.~~of ~~The~~the ~~note~~Company’s ~~terms~~equity ~~are~~securities, ~~for~~to 1file ~~year~~with the Securities and ~~carry~~Exchange anCommission ~~interest~~(the ~~rate~~“SEC”) initial reports of ~~10%~~ownership ~~per~~and ~~annum.~~reports ~~Interest~~of ~~expense~~changes in ownership of ~~$575.34~~common ~~was~~stock ~~accrued~~and toother ~~May~~equity ~~31,~~securities ~~2011~~of the Company.

AOfficers, directors ~~member~~and ofgreater ~~the~~than ~~Company~~ten ~~loaned~~percent ~~$2,046~~stockholders are required by SEC regulation to furnish the Company onwith nocopies ~~terms~~of all Section 16(a) forms they file.

~~Note~~To 6.the ~~Commitments~~Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and representations that no other reports were required during the year ended May 31, 2010, and except as disclosed elsewhere in this document, the Company’s officers, directors and greater than ten percent beneficial owners have complied with all Section 16(a) filing requirements in a timely manner through May 31, 2010.

~~As of May 31, 2011 we have consulting agreements with Groupmark Financial Services Ltd., and Jacques Krischer, each providing for $10,000 per month for services rendered each month.~~36

~~(a)~~Code ~~Employment~~of ~~Agreements~~Ethics

The ~~following~~Company ~~agreements~~has ~~were~~adopted ~~terminated~~and ~~with~~filed ~~the~~a ~~incumbent’s~~written code ~~resignation~~of ethics (see Form 8-K dated February 28, 2011).

1.Item ~~On April 27, 2010, we entered into an employment agreement with Jonathan Kossmann to serve as President – Phreadz division (the “Kossmann Agreement”)~~11. ~~The~~Executive Kossmann Agreement has an initial term of two (2) years from the Closing Date, after which it will automatically renew for successive one (1) year periods unless either party terminates the Kossmann Agreement on not less than thirty (30) days noticeCompensation. The Kossman Agreement provides for Mr. Kossmann to be paid a monthly salary of $10,000 while he provides services to the Company pursuant to the Kossman Agreement. Additionally, the Kossman Agreement provides that Mr. Kossmann is eligible to receive a cash bonus, at the discretion of the Board. The Kossman Agreement provides that, for so long as he is an employee of the Company, Mr. Kossmann is allowed to participate in such employee benefit plans of the Company that may be in effect from time to time and that are offered to the Company’s other similarly situated, full-time employees to the extent he is eligible under the terms of those plans.

MrThe following summary compensation table shows certain compensation information for services rendered in all capacities for the fiscal years ended May 31, 2012 and 2011, respectively. ~~Kossman~~Other ~~submitted~~than ~~his~~as ~~resignation~~set ~~August~~forth 4herein, ~~2010~~no executive officer’s cash salary and bonus exceeded $100,000 ~~which~~in ~~resignation~~any ~~was~~of ~~accepted~~the byapplicable years. The following information includes the ~~Board~~dollar value of ~~Directors~~base salaries, atbonus ~~which~~awards, ~~time~~ the value ~~Kossman~~of ~~Agreement~~restricted ~~was~~shares ~~terminated.~~issued in lieu of cash compensation and certain other compensation, if any, whether paid or deferred:

2. On April 27, 2010 we entered into an Employment Agreement with Georges Daou, which, by agreement was rescinded effective the same day. It was intended that the aforementioned Employment Agreement was to be replaced with a Consulting Agreement to be entered into by and between the Company and GJD Holdings, LLC, a wholly owned subsidiary of Georges Daou, on substantially the same terms as found in the Employment Agreement of April 27, 2010.

Name & Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Douglas Toth, Chairman, CEO & CFO (1)		2012		240,000
		2011		120,000

Gordon Samson, Former CFO		2012		55,000		—		—		—		—		—		—
		2011		100,000		—		—		—		—		—		—

Georges Daou, Former Chairman		2012		-0-		—		—		—		—		—		—
		2011		75,000		—		—		—		—		—		—

Christina Domecq, Former CEO		2012		-0-		—		—		—		—		—		—
		2011		20,000		—		—		—		—		—		—

Jacques Krischer, Former President		2012		-0-		—		—		—		—		—		—
		2011		125,000		—		—		—		—		—		—

Jonathan Kossmann, Former President		2012		-0-		—		—		—		—		—		—
		2011		20,000		—		—		—		—		—		—

~~Due~~(1) toIn November 2011, the Company and Mr. ~~Daou~~Toth entered into an employment agreement which amended and restated a Consulting Agreement previously entered into by the parties on June 1, 2011. The new employment agreement was effective as of June 1, 2011 and expired on May 31, 2012. The new employment agreement provides, among other terms, that Mr. Toth is to receive a an annual salary of at least $240,000, a stock grant of 2,000,000 shares of common stock, and stock options under the Company’s ~~resignation~~2011 onStock ~~October~~Option Plan of 5,000,000 ~~2010~~common shares, weof ~~did~~which ~~not~~50% ~~enter~~vested on ~~into~~June ~~such~~1, ~~consulting~~2011 and the remainder vested on May 31, 2012. The parties are negotiating the terms of a new employment agreement, however a formal agreement has not been finalized.

46Outstanding Equity Awards at Fiscal Year-End

3.There Onhave been ~~July~~no 5, 2010 we entered into an employment agreement with Christina Domecq to serve as our Chief Executive Officer. The agreement provides for an annual base salary during the term of the agreement of $250,000, subject to potential upwards adjustments at the discretion of the compensation committee of the Board of Directors. Ms. Domecq is eligible to receive a bonus of up to 100% of her then current base salary, with 50% of such bonus to be awarded at the discretion of the Board of Directors or the compensation committee and the remaining 50% subject to achievement of milestones to be established by Ms. Domecq, the Board of Directors and the compensation committee. Immediately upon our establishment of an employee stock option ~~plan~~grants, weStock ~~agreed~~Appreciation toRights ~~grant~~(SARs) ~~Ms.~~grants, ~~Domecq~~options/SAR ~~an option to purchase 6~~exercises,~~748,316~~ ~~shares~~Long ofTerm ~~our~~Incentive ~~common~~Plans ~~stock.~~(LTIPs) or ~~The~~any ~~option~~other ~~shall~~equity ~~have~~awards angranted ~~exercise price equal~~ to the ~~fair~~named ~~market~~executive ~~value~~officers ofduring ~~our common stock as of~~ the ~~date~~prior oftwo ~~the~~fiscal ~~employment agreement~~years. ~~The option shall vest as follows: (1) 25% on July 5, 2011 and (2) the remaining 75% in 18 equal monthly installments beginning July 5, 2011.~~

~~On November 9, 2010, Christina Domecq submitted her resignation as~~ Director and CEO. The resignation was accepted. Ms. Domecq’s resignation was not based upon any disagreement with us on any matter relating to our operations, policies or practices. Due to Ms. Domecq’s resignation no options were issued. Compensation

~~Note~~No 7compensation has been paid to Directors for their capacity as a Director. ~~Warrants~~However, each director has received stock options as stated herein under the Company’s 2011 Stock Option Plan which was created on September 2, 2011 as stated herein

~~The~~During ~~value~~fiscal of2012, the ~~warrants~~Board ~~have been calculated using the Black–Scholes method as~~ of ~~the~~Directors ~~date of grant based on~~ approved the following ~~assumptions:~~stock anoption ~~average~~grants ~~risk~~under ~~free rate of 1.00%; a dividend yield of 0.00%; a cumulative volatility factor of~~ the ~~expected~~stated ~~market price of the Company’s common stock of 91.71%; and an expected life of 8 years.~~plan:

~~The~~● ~~Company analyzed the beneficial nature of the 10~~5,~~479~~000,~~488~~000 ~~Series~~shares Ato ~~Warrants and 10,479,488 Series B Warrants based on~~ the ~~conversion~~Company’s ~~terms~~Chairman ~~described~~at ~~above~~an ~~and~~exercise ~~determined~~price ~~that~~of no$0.16 ~~material~~per ~~beneficial~~share, ~~conversion feature exists.~~and

~~For~~● ~~certain~~500,000 ofshares ~~the~~to ~~Purchasers~~each ~~described~~of ~~above~~ the ~~Unit~~Company’s ~~Purchase~~five ~~Agreement~~Directors, ~~granted~~of ~~Registration Rights~~ which ~~contained~~four ~~certain~~of ~~rights~~the ~~which~~Directors ~~included~~have ~~Liquidated~~an ~~Damages.~~exercise ~~“The~~price ~~Company~~of ~~will be obligated to pay investor a fee equal to 1.~~$0~~% (which will increase to 2~~.0%31 ~~after~~per ~~the~~share ~~first~~and 30one ~~days) of~~Director ~~such~~has ~~investor's~~an ~~purchase~~exercise price ~~for each 30 day period (pro-rated for partial periods); provided that such damages shall be capped at 12%~~ of ~~such~~$0.20 ~~investor’s~~per ~~total purchase price~~share.

IfDefined ~~the~~Benefit Company fails to pay any partial liquidated damages pursuant to paragraph 2) b) & c) of the Registration Rights Agreement in full within 7 days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or ~~such~~Actuarial lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.Plan

WeThe ~~have~~Company does not ~~yet filed a Registration Statement, we~~ have a ~~certain~~defined ~~number~~benefit or ofactuarial ~~the~~plan ~~Purchaser’s who are entitled to Liquidated Damages as described herein. Accordingly, we have accrued an interest expense as Liquidated Damages for those Purchaser’s that this applies to~~ in ~~the amount of $118,017~~place.~~86. We expect to file a Registration Statement in the near term.~~

4737

~~BIZZINGO,~~Securities ~~INC.~~Authorized (Afor ~~Development~~Issuance ~~Stage~~Under Equity ~~Company)~~Compensation ~~Notes to Financial Statements For the period from April 3, 2009 (Inception) to May 31, 2011 (Expressed in U.S. Dollars)~~Plans

~~Note~~The 8.following ~~Common~~table ~~Stock~~provides information as of May 31, 2012 concerning shares of our common stock authorized for issuance under our existing equity compensation plans.

The acquisition of Phreadz and UDM by the Company on April 27, 2010 was accounted for as a recapitalization by the Company. The recapitalization was the merger of two private LLCs into a non-operating public shell corporation (the Company) with nominal net assets and as such is treated as a capital transaction, rather than a business combination. The transaction is the equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation. The pre-acquisition consolidated financial statements of Phreadz and UDM are treated as the historical financial statements of the consolidated Company. Therefore the capital structure of the consolidated enterprise, being the capital structure of the legal parent, is different from that appearing in the financial statements of Phreadz and UDM in earlier periods due to the recapitalization.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		-0-		-0-		-0-
Equity compensation plans not approved by security holders (1)		12,750,000	$	0.247		250,000
Total		12,750,000	$	0.247		250,000

1. On ~~April~~September 32, ~~2009~~2011, 1the Company’s Board of Directors approved the creation of the Company’s 2011 Stock Option Plan. A total of 13,~~920~~000,000 shares ~~were~~of ~~issued~~the ~~for~~Company’s common ~~property~~stock are subject to the plan terms.

2.During Onfiscal ~~May 28~~2012, ~~2009,~~the ~~12,480,000~~Board ~~shares~~of ~~were~~Directors ~~issued~~approved the ~~for~~following ~~cash.~~stock option grants under the stated plan:

3.● ~~On August 25~~5, ~~2009~~000, ~~23,136,~~000 shares ~~were~~to ~~issued~~the ~~for~~Company’s ~~cash~~Chairman at an exercise price of $0.16 per share,

4.● On500,000 ~~March~~shares ~~10,~~to ~~2010,~~each 5of the Company’s five Directors,~~782,400~~ ~~shares~~of ~~were~~which ~~issued~~four ~~for~~of ~~cash~~the Directors have an exercise price of $0.31 per share and one Director has an exercise price of $0.20 per share, and

5.● ~~On April 27~~3, ~~2010~~250, ~~42,700,~~000 ~~were~~shares ~~issued~~collectively ~~and~~to ~~32,712,176~~four ~~shares~~consultants ~~were~~of ~~cancelled~~the ~~upon~~Company, ~~recapitalization~~each ~~due~~at toexercise ~~the~~prices ~~reverse~~of ~~merger~~$0.31 per share.

6Item 12. OnSecurity ~~May~~Ownership ~~20,~~of ~~2010~~Certain ~~1,933,333~~Beneficial ~~shares~~owners ~~were~~and ~~issued~~Management atand ~~$0.15~~Related ~~for~~Stockholder ~~cash of $290,000~~Matters.

7.The following Ontable ~~May~~contains ~~31,~~information ~~2010,~~about ~~6,514,310~~the ~~shares~~beneficial ~~were~~ownership ~~issued~~of inour ~~settlement~~common ~~of $892~~stock,~~147.34~~ inas ~~notes~~of ~~assigned~~September to6, ~~the~~2012 ~~Company~~(based ~~with~~on ~~one~~112,434,525 shares ~~note-holder also receiving the “right” with their settled note to receive the equivalent amount~~ of ~~the~~common ~~face~~stock ~~amount~~issued ofand ~~their~~outstanding ~~note~~on insuch ~~consideration~~date), ~~of their note.~~for:

8.(i) Oneach ~~June~~person 8,who ~~2010~~beneficially ~~1,333,333~~owns ~~shares~~more ~~were~~than ~~issued~~five atpercent ~~$0.15~~of ~~for~~our ~~cash~~common ~~of $200,00~~stock;

9.(ii) Oneach ~~June 22, 2010 1,334,176 net shares were issued on account~~ of anour ~~April 27, 2010 Exchange Agreement~~directors;

~~10.~~(iii) Onthe ~~July~~named ~~16,~~executive ~~2010~~officers; ~~2,520,000 shares were issued at $0.15 for cash of $378,000~~and

~~11.~~(iv) Onall ~~November~~directors 1,and ~~2010~~executive ~~1,080,000~~officers ~~shares~~as ~~were~~a ~~issued at $0~~group.~~15 for cash of $162,000.~~

~~12. On December 3, 2010 720,000 shares were issued at $0.15 for cash of $108,000.~~38

13. On January 31, 2010 by resolution the Board caused 2,000,000 shares to be issued for services

Name and Address of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned(1)		Percent of Class(1) (2)

5% or Greater Stockholders:

Michael Kessler	Common Stock		23,409,895		20.4	%
112 S. Robertson Blvd, Suite 18
Los Angeles, CA 90035(2)

Creative Processing, Inc. 112 S. Robertson Blvd, Suite 18 Los Angeles, CA 90035(3)	Common Stock		9,800,000		8.5	%

SB Acquisition Corp 112 S. Robertson Blvd, Suite 18 Los Angeles, CA 90035(4)	Common Stock		12,609,895		11.2	%

Orions Digital Technology, Inc. 48 Rosemead Court Danville, CA 94506 (5)	Common Stock		12,704,014		11.3	%

Directors and Named Executive Officers:

Douglas Toth (6)	Common Stock		7,000,00		8.5	%

Gilbert Davila (7)	Common Stock		500,000		*

Kim Cranston (8)	Common Stock		500,000		*

David Shamouelian (9)	Common Stock		8,201,918		7.3	%

Elliot (Skip) Stein (10)	Common Stock		500,000		*

Ephraim Lindenbaum (11)	Common Stock		700,000		*

All directors and executive officers as a group (6 persons):	Common Stock		20,501,918		17.1	%

~~14.~~* OnLess ~~March~~than ~~15, 2011 2,500,000 shares were issued for an asset acquisition (Zonein2 code)~~1%

~~Note~~(1) 9Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. ~~Contingencies~~The indication herein that shares are beneficially owned is not an admission on the part of the listed stockholder that he, she or it is or will be a direct or indirect beneficial owner of those shares.

~~Approximately~~(2) ~~August~~Amount ~~14,~~represents ~~2010~~1,000,000 ashares ~~dispute~~held ~~arose~~by ~~between~~the ~~former~~reporting ~~Phreadz-division President Jonathan Kossmann and Phreadz~~person,7,400,000 ~~regarding~~shares ~~certain~~of ~~intellectual~~common ~~property~~stock and ~~confidential~~stock ~~information~~warrants ofto ~~the~~acquire ~~Company. Mr. Kossmann has claimed that $30~~2,400,000 isshares ~~owed~~of tocommon ~~him~~stock ~~pursuant~~held toby ~~his~~Creative ~~2009-2010~~Processing, ~~Consulting Agreement with the Company~~Inc. ~~The~~and ~~Company~~12,609,895 ~~has~~shares ~~conducted an investigation into Mr. Kossmann's claim with the assistance~~ of ~~counsel~~common ~~and~~stock ~~does~~held ~~not~~by ~~believe~~SB ~~any~~Acquisition ~~money~~Corp. ~~is due to him~~Mr. ~~Management~~Kessler ~~believes it~~ is ~~unlikely that~~ the ~~outcome~~principal ofofficer ~~this~~and ~~matter~~equity ~~will~~holder ~~have an adverse impact on its result~~ of ~~operations~~both ~~and financial condition~~entities.

We(3) ~~are~~Amount ~~subject~~represents to7, ~~and may become a party to~~400,000 ashares ~~variety~~ of ~~litigation~~common orstock ~~other claims~~ and ~~suits~~stock ~~that~~warrants ~~arise from time~~ to ~~time~~acquire in2,400,000 ~~the~~shares ~~ordinary course~~ of ~~our~~common ~~business~~stock. ~~Adverse~~Michael ~~judgments~~Kessler oris ~~settlements~~the inprincipal ~~some~~officer orand ~~all~~equity holder of ~~these~~this ~~legal~~reporting ~~disputes~~person ~~may~~and ~~result~~as insuch ~~significant~~has ~~monetary~~the ~~damages,~~power ~~injunctive relief against us or damage~~ to ~~our~~direct ~~reputation.~~the ~~Potential~~vote ~~litigation~~ and ~~other~~disposition ~~claims are subject to inherent uncertainties and management’s view~~ of these ~~matters may change in the future~~shares.

48(4) Michael Kessler is the principal officer and equity holder of this reporting person and as such has the power to direct the vote and disposition of these shares.

~~BIZZINGO, INC.~~ (A5) ~~Development~~Leo ~~Stage~~John ~~Company)~~Kennedy ~~Notes~~is tothe ~~Financial~~principal ~~Statements~~officer ~~For~~of ~~the~~this ~~period~~shareholder ~~from~~and ~~April~~as 3,such ~~2009~~has ~~(Inception)~~the power to ~~May~~direct ~~31,~~the ~~2011~~vote ~~(Expressed~~and indisposition ~~U.S.~~of ~~Dollars)~~these shares.

~~Note~~(6) ~~11.~~Amount ~~Subsequent~~represents ~~Events~~5,000,000 shares of common stock held individually and 5,000,000 stock options acquired under the Company’s 2011 Stock Option Plan.

On(7) ~~June~~Amount 1,represents ~~2011 we entered into consulting agreements with each of Mr. Douglas Toth and Mr. Gordon Samson~~500,000 ~~our~~stock ~~CEO~~options ~~and~~acquired ~~CFO, pursuant~~under ~~to which each has agreed to terms with~~ the Company.’s ~~Both~~2011 ~~Mr.~~Stock ~~Toth~~Option ~~and Mr~~Plan. ~~Samson previously provided services to the Company with no agreement. These agreements provide for a base salary of no less than $240,000 and 180,000 per annum respectively.~~

~~Both~~(8) ~~agreements~~Amount ~~provide~~represents ~~that Mr. Toth and Mr. Samson are eligible for an annual~~500,000 ~~performance-based~~stock ~~bonus~~options ifacquired ~~and~~under ~~when~~ the Company’s ~~implements~~2011 anStock ~~applicable~~Option ~~annual incentive plan~~Plan. ~~The Agreements specified that the Compensation Committee of the Board of Directors would establish such a plan.~~

As(9) anAmount ~~inducement~~represents ~~to enter into these Agreements~~4, ~~Mr. Toth and Mr. Samson will be awarded not less than 1~~700,000~~,000~~ shares of ~~our~~ common stock ~~under~~held anindividually, ~~S-8~~180,000 ~~plan~~shares ~~to be filed. Additionally on the origination~~ of acommon ~~company~~ stock ~~option~~held ~~plan~~jointly ~~they are each to be awarded stock options,~~ with a ~~seven~~third ~~year term~~party, ~~in respect of 3~~2,~~000~~621,~~000~~918 shares of ~~the Company’s~~ common stock. ~~The~~held ~~exercise~~by ~~price~~Sharvit ~~for~~Defined ~~these~~Benefit ~~stock~~Plan, ~~option’s~~which ~~will~~is beowned ~~the market price at time of grant~~ or ~~such~~controlled ~~other~~by ~~amount~~the asreporting ~~established~~person, by500,000 astock ~~plan. The~~ options ~~are~~acquired ~~scheduled~~under tothe ~~vest~~Company’s in2011 ~~two~~Stock ~~equal~~Option ~~annual~~Plan, ~~instalments.~~and Ifa ~~Mr.~~common ~~Toth~~stock orwarrant ~~Mr. Samson were~~ to ~~terminate~~acquire ~~their agreements voluntarily without good reason as defined in the agreement~~200,000 ~~they would forfeit any unvested~~ shares ~~related~~of tocommon ~~this option grant~~stock.

~~Additionally,~~(10) ~~the~~Amount ~~termination~~represents ~~provisions of these agreements~~500,000 ~~define~~stock ~~“Termination~~options ~~for~~acquired ~~Cause”~~under ~~and “Termination for Good Reason”. Included in~~ the ~~Termination~~Company’s ~~for~~2011 ~~Good~~Stock ~~Reason~~Option ~~clauses is a triggering event provision pursuant to a “change of control”~~Plan. A triggering event is defined to include a termination of the agreement by the participant following a reduction in position, pay or other “constructive termination,” or a failure by a new control group to assume or continue any plan awards.

~~The~~(11) ~~termination~~Amount ~~benefit~~includes ~~provided~~200,000 toshares ~~Mr.~~of ~~Toth~~common ~~and~~stock ~~Mr.~~held ~~Samson upon an involuntary termination~~ by ~~the~~Advance ~~Company without cause~~Ventures, oran aentity ~~termination~~owned by ~~either Mr. Toth or Mr. Samson for good reason, is a cash severance payment in an amount equal to~~ the ~~sum~~reporting ofperson ~~(a) the then current base salary~~ and ~~(b)~~5,000,000 ~~the~~stock ~~average~~options ofacquired ~~the~~under ~~annual bonuses payable (including in such average a zero for any year for which no such bonus is payable) to him with respect to each of~~ the ~~last three completed fiscal years of the~~ Company’s ~~for~~2011 ~~which~~Stock ~~the~~Option ~~amount of such bonus has been determined at the date of such termination~~Plan.

~~These~~On ~~agreements~~June ~~became~~1, ~~effective~~2011 we entered into a consulting agreement with Mr. Douglas Toth. On November 11, 2011, the Company and Douglas Toth amended and superseded the June 1, 2011 consulting agreement with an Employment Agreement in which Douglas Toth will serve as Chairman and ~~have~~Chief ~~stated~~Executive ~~terms~~Officer ~~through~~of the Company. The term of the Agreement ends May 31, 2012. Compensation under the plan will remain at $240,000 per annum with a right to earn incentive compensation. In addition, Mr. Toth will receive a stock award of 2,000,000 shares of common stock on or after January 1, 2012. Further, Mr. Toth was granted 5,000,000 options to purchase company stock. The options vested as follows: 50% vested on June 30, 2011, and the remaining 50% vested pro-rata monthly from June 2011 through May 2012.

Both these Agreements contain covenants for the benefit of the Company relating to non-competition during the terms, protection of the Company’s confidential information, and non-solicitation of Company employees for one year following termination for any reason.39

On ~~July~~October 267, 2011, ~~GJD~~the ~~Holdings,~~Company ~~LLC~~entered ~~directed~~into a bytwo ~~Georges~~year ~~Daou~~agreement ~~(our~~with ~~former~~David ~~CEO)~~Shamouelian, asa Director of the ~~Manager~~Company, ~~and~~to ~~sole~~provide ~~member~~marketing services. Mr. Shamouelian is one of the ~~GJD~~most ~~Holdings,~~respected ~~LLC~~names ~~cancelled~~in the 6fashion industry. He is to be compensated for his services with 3,~~460~~200,~~800~~000 shares of Company common stock, ~~shares~~to ~~held~~be byissued ~~GJD~~over ~~Holdings,~~a ~~LLC~~18 month period.

49On October 7, 2011, the Company entered into a secured promissory note for $250,000 with an entity controlled by Mr. Shamouelian. On April 2, 2012, the holder of the note entered into a subscription agreement which provided for the conversion of the principal and accrued interest on the note into 2,621,918 shares of common stock. As of May 31, 2012 the Company had not yet issued the shares.

On ~~July~~May 1423, ~~2011~~2012, ~~eight~~Mr. ofShamouelian ~~our~~loaned ~~shareholders~~the Company $50,000 ~~including~~and ~~our~~received ~~largest~~a ~~shareholder~~convertible ~~and~~note ~~our~~in ~~Chief~~the ~~Financial~~principal ~~Officer,~~amount ~~owning~~of 37$50,~~562~~000,~~628~~ ~~shares,~~and orwarrants ~~approximately~~to ~~51.2%~~purchase of200,000 ~~the total outstanding~~ shares onof common ~~the~~stock ~~record~~with ~~date, approved~~ an ~~amendment~~exercise toprice ~~our articles~~ of ~~incorporation~~$0.30 toper ~~authorize~~share. ~~the~~The ~~creation~~convertible ofnote ~~100,000,000~~has ~~shares~~a term of ~~preferred~~twelve ~~stock,~~months inand ~~one~~accrues orinterest ~~more~~at 10% ~~classes,~~per ~~having~~annum. ~~such~~In ~~designations~~addition, ~~preferences,~~on ~~and~~the ~~relative,~~maturity ~~participating~~date, ~~optional,~~the orCompany ~~other~~will ~~rights~~pay ~~(including~~the ~~preferential~~holder ~~voting~~the ~~rights),~~sum ~~and~~of ~~qualifications~~$1,000 ~~limitations,~~as ~~and/or~~additional ~~restrictions~~interest. ~~thereof,~~Mr. Shamouelian ~~all~~has asthe ~~may~~right ~~be determined by~~ from ~~time~~and toafter ~~time by~~ the ~~Board~~issuance ofthereof ~~Directors~~until ofsuch ~~the~~time ~~Corporation~~as (the ~~"Charter~~convertible ~~Amendment").~~note ~~This type of preferred stock~~ is ~~known~~fully aspaid, ~~“blank check” preferred. The amendment~~ to ~~the~~convert any ~~articles~~outstanding ofand ~~incorporation~~unpaid ~~will~~principal beportion ~~effective~~thereof ~~twenty~~into ~~days~~shares ~~following the mailing~~ of ~~the~~common ~~information~~stock ~~statement.~~at ~~On August 3, 2011~~ a ~~DEF~~conversion ~~14C~~price ~~was~~of ~~filed~~$0.05 ~~regarding~~per ~~this change~~share.

~~Item~~On 9December 1, 2011, the Company engaged Advance Ventures, LLC (“Advance”), based in Silicon Valley, to provide venture development services, including guidance on recruitment, business development and enhancing strategic relationships in Silicon Valley. ~~Changes~~ The Company will compensate Advance $10,000 per month relating to this agreement. In addition, the parties amended the agreement in March 2012 and ~~Disagreements~~May ~~With~~2012, ~~Accountants~~wherein the onCompany ~~Accounting~~agreed to issue 100,000 shares of common stock to Advance as per the March amendment and ~~Financial~~an ~~Disclosure~~additional 100,000 shares of common stock as per the May amendment. Mr. Ephraim Lindenbaum, a Director of the Company, is the principal of Advance.

On ~~April~~September 2721, ~~2010~~2011, wethe ~~dismissed~~Company ~~Michael~~entered into ~~Studer~~a two year agreement with Creative Processing, ~~CPA~~Inc. (“~~Studer~~CP”) asto ~~our~~provide ~~independent~~advertising ~~registered~~and ~~public~~marketing ~~accounting~~services. ~~firm~~CP inis to ~~connection~~be compensated for its services with 2,400,000 shares of Company common stock, to be issued over a one year period. In addition the ~~reverse~~Company ~~merger~~will issue CP 2,400,000 stock purchase warrants with an exercise price of $0.20 Weper ~~engaged~~share. aThe ~~new~~parties ~~independent~~amended ~~registered~~the agreement ~~public~~in ~~accounting~~March ~~firm~~2012 to include monthly compensation to CP of $5,000 ~~Julio~~per Lemonth, ~~Deon~~starting March 1, ~~CPA~~2012 ~~(“De~~and ~~Leon”)~~ending February 1, 2013. ~~Pursuant~~On toMarch ~~Item~~2, ~~304(~~2012, CP entered into a) ofstock ~~Regulation~~purchase ~~S-K~~agreement ~~promulgated~~with ~~under~~the Company pursuant to which the ~~Securities~~Company ~~Act~~received of$500,000 and ~~1933~~the Company issued 5,000,000. asIn ~~amended~~addition, ~~and~~on February 5, 2012 the ~~Securities~~Company ~~Exchange~~entered ~~Act~~into ofa ~~1934~~two year agreement with SB Acquisition #1 (“SB”) to provide advertising and marketing services. SB is to be compensated for its services with 1,550,000 asshares of ~~amended~~Company common stock, weto ~~report~~be asissued ~~follows:~~over a one year period. Mr. Michael Kessler is the principal officer and shareholder of both CP and SB.

~~(a)~~Item ~~(i)~~14. ~~Studer~~Principal ~~was~~Accounting ~~dismissed~~Fees asand ~~our independent registered public accounting firm effective on April 27, 2010~~Services.

~~(ii)~~ The ~~Company’s~~following ~~financial~~table sets ~~statements~~forth ~~for~~the ~~its~~fees ~~previous~~billed ~~fiscal~~to ~~years~~the ~~ended~~Company ~~November~~for ~~30,~~professional ~~2009~~services ~~and~~rendered ~~2008 were audited~~ by ~~Studer.~~the ~~Studer~~Company’s ~~2009~~principal ~~and~~accountant ~~2008~~for fiscal ~~reports~~years ~~did~~ended ~~not~~May ~~contain any adverse opinion or disclaimer of opinion~~31, ~~nor~~2011 ~~were~~and ~~they~~May ~~qualified or modified as to uncertainty~~31, ~~audit scope or accounting principles. However, both Studer’s 2009 and 2008 reports included explanatory paragraphs regarding the Company’s ability to continue as a going concern.~~2012

(iii) The termination of Studer and engagement of De Leon was approved by our Board of Directors.

Services	2011		2012
Audit fees		40,000		40,000
Audit related fees		-		-
Tax fees		-		-
All other fees		-		-

Total fees		40,000		40,000

~~(iv)~~Audit WeFees. ~~and~~Consist ~~Studer did not have any disagreements with regard to any matter~~ of fees ~~accounting~~billed ~~principles or practices, financial statement disclosure, or auditing scope or procedure~~ for ~~the~~professional ~~audited~~services ~~financials~~rendered for the ~~Company’s~~audits ~~previous~~of ~~fiscal~~our ~~years~~financial ~~ended November 30~~statements, ~~2009~~reviews ~~and~~of ~~2008,~~our ~~and subsequent~~ interim consolidated ~~period~~financial ~~from~~statements ~~December~~included 1,in ~~2009~~quarterly ~~through the date of dismissal~~reports, ~~which~~services ~~disagreements,~~performed ifin ~~not~~connection ~~resolved~~with tofilings with the ~~satisfaction~~SEC and ofrelated ~~Studer,~~comfort ~~would~~letters ~~have~~and ~~caused~~other itservices tothat ~~make~~are ~~reference~~normally toprovided ~~the~~by ~~subject~~DeLeon & ~~matter~~Company, ofP.A. ~~the disagreements~~ in connection with statutory ~~its~~and ~~reports~~regulatory filings or engagements.

(v) During the Company’s previous fiscal years ended November 30, 2009 and 2008, and subsequent interim period from December 1, 2009 throughout the date of dismissal, we did not experience any reportable events.40

~~(b)~~Tax OnFees. ~~April~~Consist ~~27,~~of ~~2010~~fees billed for professional services for tax compliance, intax ~~connection~~advice ~~with~~and ~~the~~tax ~~reverse~~planning. ~~merger~~These ~~entered~~services ~~into~~include byassistance ~~the~~regarding ~~Company~~federal, westate and ~~engaged~~local Detax ~~Leon~~compliance asand ~~our~~consultation ~~new~~in ~~independent~~connection ~~registered~~with ~~public~~various ~~accounting~~transactions ~~firm~~and acquisitions.

~~(i) The appointment of De Leon was approved by our~~ Board. ~~During our two (2) most recent fiscal years and the subsequent interim periods through April 27, 2010 (the date~~ of ~~engagement~~Directors ofPre-Approval ~~De Leon), we did not consult De Leon regarding either: (i) the application~~ of ~~accounting~~Audit ~~principles~~and Permissible toNon-Audit aServices ~~specific completed or contemplated transaction, or the type~~ of ~~audit~~Independent ~~opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K.~~Auditors

~~(ii)~~The WeBoard ~~did~~of ~~not~~Directors ~~have~~is ~~any~~to ~~disagreements~~pre-approve ~~with~~all audit ~~Studer~~and non-audit services provided by the Company’s independent auditors. These services may include audit services, audit-related services, tax services and ~~therefore~~other ~~did~~services ~~not~~as ~~discuss~~allowed by law or regulation. Pre-approval is generally provided for up to one year and any ~~past~~pre-approval ~~disagreements~~is detailed as to the particular service or category of services and is generally subject to a specifically approved amount. The independent auditors and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent auditors in accordance with ~~Studer~~this pre-approval and the fees incurred to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

50The Board of Directors pre-approved 100% of the Company’s 2012 audit fees, audit-related fees, tax fees, and all other fees to the extent the services occurred after May 31 2012, the effective date of the Securities and Exchange Commission’s final pre-approval rules.

~~(c)~~PART The dismissal of Studer as our independent registered public accounting firm and our engagement of De Leon as our new independent registered public accounting firm was previously disclosed in our Current Report on Form 8-K filed with the SEC on April 27, 2010 (the “April 27th Form 8-K”). We made the contents of the April 27th Form 8-K available to Studer and requested it to furnish a letter addressed to the SEC as to whether Studer agreed or disagreed with, or wished to clarify our expression of, our views, or that contained any additional information. A copy of Studer’s letter to the SEC is attached as Exhibit 16.1 to the April 27th Form 8-K.IV

Item 9A15. ~~Controls~~ Exhibits and ~~Procedures~~Financial Statement Schedules.

The ~~Company’s~~following ~~Chief~~documents ~~Executive~~are ~~Officer~~filed ~~and~~herewith or ~~Chief~~have ~~Financial~~been ~~Officer~~included ~~are~~as ~~responsible~~exhibits ~~for~~to ~~establishing~~previous ~~and~~filings ~~maintaining~~with ~~disclosure~~the ~~controls~~SEC and ~~procedures~~are ~~for~~incorporated ~~the~~herein ~~Company.~~by this reference:

(a) Financial ~~Evaluation~~Statements ~~of Disclosure Controls~~ and ~~Procedures~~Schedules

~~Based~~See ~~on their evaluation as of~~ the ~~end~~Company’s offinancial ~~the~~statements ~~period~~and ~~covered~~notes bythereto included in this Annual Report on Form 108-K, ~~our~~under ~~Chief~~“Item ~~Executive~~8. ~~Officer and Chief~~ Financial ~~Officer~~Statements ~~have concluded that our disclosure controls~~ and ~~procedures~~Supplementary (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosureData.”

(b) ~~Management's Report on Internal Control over Financial Reporting~~ Exhibits

The Company’s management is responsible for establishing and maintaining internal control over financial reporting and disclosure controls. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Exhibit No.		Exhibit
2.1		Securities Purchase Agreement dated as of April 21, 2010 by and among the Company, Phreadz USA LLC and the members of Phreadz USA, LLC. (1)

2.2		Securities Purchase Agreement dated as of April 21, 2010 by and among the Company, Universal Database of Music USA LLC and the members of Universal Database of Music USA, LLC. (1)

3.1(a)		Articles of Incorporation. (2)
3.1(b)		Certificate of Amendment to Articles of Incorporation. (3)
3.1(c)		Certificate of Amendment to Articles of Incorporation. (4)
3.1(d)		Certificate of Amendment to Articles of Incorporation. (5)
3.2		Bylaws. (2)

3.4		Articles of Organization of Phreadz USA, LLC. (1)

3.5		Articles of Organization of Universal Database of Music USA, LLC. (1)

3.6		Amended and Restated Operating Agreement of Phreadz USA, LLC. (1)

3.7		Amended and Restated Operating Agreement of Universal Database of Music USA, LLC. (1)

4.1		Form of Note. (1)

4.2		Secured Convertible Note dated March 23, 2010 issued by Universal Database of Music USA LLC and Phreadz USA LLC. (1)

~~1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;~~41

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

4.3		Form of Corporate Loan Agreement dated April 9, 2010. (1)

10.1		Asset Purchase Agreement dated May 28, 2009 between Universal Database of Music USA LLC, UDM, Ltd. and Jacques Krischer. (1)

10.2		Consulting Agreement dated May 2009 between Phreadz USA LLC and Jonathan Kossmann. (1)

10.3		Subscription Agreement dated March 23, 2010. (1)

10.4		Security Agreement dated March 23, 2010. (1)

10.5		Intellectual Property Security Agreement dated March 23, 2010. (1)

10.6		Employment Agreement between the Company and Georges Daou. (1)

10.7		Employment Agreement between the Company and Jonathan Kossmann. (1)

10.8		Employment Agreement between the Company and Jacques Krischer.(1)

10.9		Restricted Stock Agreement between the Company and Jacques Krischer. (1)

10.10		Restricted Stock Agreement between the Company and GJD Holdings. (1)

10.11		Form of Indemnity Agreement. (1)

10.12		Form of Unit Purchase Agreement. (6)

10.13		Form of Registration Rights Agreement.(6)

10.14		Form of Warrant. (6)

10.15		Consulting Agreement dated October 7, 2011 between the Company and David Shamouelian. (7)

10.16		Joint Venture Agreement dated February 9, 2012 by and between Bizzingo, Inc. and Sun Enterprises Group, Ltd. (8)
10.17		Employment Agreement between the Company and Douglas Toth(9).

10.18		Celebrity Endorsement Agreement dated March 14, 2012 by and between Bizzingo, Inc. and Joseph Theismann(10)

10.19		Asset Purchase Agreement dated February 27, 2012 by and among Bizzingo, Inc., Introme, Inc., and the Shareholders of IntroMe, Inc. (11).

3.(1) ~~Provide~~Incorporated ~~reasonable~~by ~~assurance~~reference ~~regarding~~from ~~prevention or timely detection of unauthorized acquisition, use or disposition of~~ the Company’s ~~assets~~Current ~~that~~Report ~~could~~on ~~have~~Form a8-K, ~~material~~filed ~~effect~~with the SEC on ~~the~~April ~~financial~~27, ~~statements~~2010.

~~Disclosure~~(2) ~~controls~~Incorporated ~~and~~by ~~procedures~~reference ~~are~~from ~~designed~~the toCompany’s ~~ensure~~Registration ~~that~~Statement ~~information~~on ~~required~~Form toSB-2, beNo. ~~disclosed~~333-35336, ~~in reports~~ filed bywith the ~~Company~~SEC ~~under~~on ~~the~~June ~~Exchange is appropriately recorded~~8, ~~processed, summarized and reported within the specified time periods~~2006.

~~Management~~(3) ~~has~~Incorporated ~~conducted~~by anreference ~~evaluation~~from ofAppendix ~~the~~A ~~effectiveness~~to ofthe ~~our~~Company’s ~~internal~~Definitive ~~control~~Information ~~over~~Statement ~~financial~~on ~~reporting~~Schedule ~~as of May 31~~14C, ~~2011~~filed ~~based~~with on the ~~framework~~SEC ~~established~~on inMay ~~the~~24, ~~Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)~~2010.

~~Based~~(4) onIncorporated ~~this~~by ~~assessment,~~reference ~~management~~from ~~concluded~~the ~~that~~Company’s asCurrent ofDefinitive ~~May~~Information ~~31,~~Statement ~~2011~~on ~~the~~Schedule ~~Company~~14C, ~~had~~filed ~~material~~with ~~weaknesses~~the inSEC ~~its~~on ~~internal~~March ~~control~~9, ~~procedures~~2011.

51(5) Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2011.

A(6) ~~material~~Incorporated ~~weakness~~by isreference afrom ~~control~~the ~~deficiency,~~Company’s orCurrent ~~combination~~Report ofon ~~control~~Form ~~deficiencies~~8-K, infiled ~~internal~~with ~~control~~the ~~over~~SEC ~~financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected~~ on aMay ~~timely~~26, ~~basis~~2010.

We(7) ~~have~~Incorporated ~~concluded~~by ~~that~~reference ~~our~~from ~~internal~~the ~~control~~Company’s ~~over~~Current ~~financial~~Report ~~reporting~~on ~~was~~Form ~~ineffective~~8-K, asfiled ofwith ~~May~~the 31SEC on November 7, 2011.

~~The~~(8) Incorporated by reference from the Company’s ~~assessment~~Current ~~identified~~Report ~~certain~~on ~~material~~Form ~~weaknesses~~8-K, ~~which~~filed ~~are~~with ~~set~~the ~~forth~~SEC ~~below:~~on February 13, 2012.

~~Financial~~(9) ~~Statement~~Incorporated ~~Close~~by ~~Process~~reference from the Company’s Quarterly Report on Form 10-Q for the period ending November 30, 2011, filed with the SEC on January 17, 2012.

1.(10) ~~During~~Incorporated ~~the~~by ~~fiscal~~reference ~~year~~from ~~ended~~the ~~May~~Company’s ~~31,~~Current ~~2011,~~Report ~~the~~on ~~Company~~Form ~~maintained~~8-K, ~~its~~filed ~~accounting~~with ~~books~~the ~~and~~SEC ~~records~~on inMarch ~~two~~22, ~~different locations~~2012.

2.(11) ~~There~~Incorporated ~~are~~by ~~insufficient~~reference ~~written~~from ~~policies~~the ~~and~~Company’s ~~procedures~~Current ~~for~~Report ~~accounting~~on ~~and~~Form ~~financial~~8-K, ~~reporting~~filed with ~~respect to~~ the ~~requirements~~SEC ~~and~~on ~~application~~May of7, ~~US GAAP and SEC disclosure requirements~~2012.

~~3. There is insufficient supervision and review by our corporate management, particularly relating to complex transactions requiring analysis of equity and debt instruments.~~42

4. There is a lack of formal processes and timelines for closing the books and records at the end of each reporting period.

Exhibit No.		Exhibit
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

5.* ~~The~~Filed Company currently has an insufficient level of monitoring and oversight controls for review and recording of stock issuances, agreements and contracts, including insufficient documentation and review of the selection and application of US GAAP to significant non-routine transactionsherewith. ~~In addition this has resulted in a lack of controls over the issuance of the Company's stock which resulted in names of holders being spelt incorrectly.~~

~~These weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.~~43

~~Entity Level Controls~~SIGNATURES

1.Pursuant ~~There~~to ~~are~~the ~~insufficient~~requirements of ~~corporate~~Section ~~governance~~13 ~~policies.~~or ~~Our~~15(d) ~~corporate~~of ~~governance~~the ~~activities~~Securities ~~and~~Exchange ~~processes~~Act ~~are~~of ~~not~~1934, ~~always~~the ~~formally~~registrant ~~documented.~~has ~~While~~duly wecaused ~~have~~this ~~adopted~~report ~~specific~~to ~~corporate~~be ~~governance~~signed ~~policies~~on ~~(see~~its ~~Form~~behalf by ~~8-K~~the ~~filed on March 28~~undersigned, ~~2011)~~thereunto weduly ~~do not yet have a sufficient number of independent directors~~authorized.

2. The Company currently has insufficient resources and an insufficient level of monitoring and oversight, which may restrict the Company’s ability to gather, analyze and report information relative to the financial statements in a timely manner, including insufficient documentation and review of the selection and application of US GAAP to significant non-routine transactions. In addition, the limited size of the accounting department makes it impractical to achieve an optimum segregation of duties.

	BIZZINGO, INC.

Date: September 13, 2012	By:	/s/ Douglas Toth
		Douglas Toth, Chief Executive Officer

3.Pursuant ~~There~~to ~~are~~the ~~limited~~requirements of ~~processes~~the ~~and~~Securities ~~limited~~Exchange orAct noof ~~documentation~~1934, inthis ~~place~~report ~~for~~has ~~the~~been ~~identification~~signed ~~and~~below ~~assessment~~by ofthe ~~internal~~following ~~and~~persons ~~external~~on ~~risks~~behalf ~~that~~of ~~would influence~~ the ~~success~~registrant and orin ~~failure of~~ the ~~achievement~~capacities ofand ~~entity-wide~~on ~~and~~the ~~activity-level~~dates ~~objectives~~indicated.

Functional Controls and Segregation of Duties

Signature	Title	Date

/s/ Douglas Toth	Chief Executive Officer and Chief Financial Officer	September 13, 2012
Douglas Toth	(Principal Executive Officer and Financial Officer)

/s/ David Shamouelian	Director	September 13, 2012
David Shamouelian

/s/ Gilbert Davila	Director	September 13, 2012
Gilbert Davila

/s/ Kim Cranston	Director	September 13, 2012
Kim Cranston

/s/ Elliot (Skip) Stein	Director	September 13, 2012
Elliot (Skip) Stein

/s/ Ephraim Lindenbaum	Director	September 13, 2012
Ephraim Lindenbaum

1. There is an inadequate segregation of duties consistent with control objectives. The Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duties is feasible.44

52BIZZINGO, INC.

2.(A ~~There~~Development isStage ~~a lack of top level reviews in place to review targets, product development, joint ventures or financing. All major business decisions are carried out by the~~ Company~~’s officers with Board of Directors approval when needed.~~)

~~Accordingly,~~Financial as the result of identifying the above material weaknesses, we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.Statements

~~Management~~(Expressed ~~believes~~in ~~that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size~~U. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving appropriate funding for the Company’s business operationsS. Dollars)

~~This~~May ~~annual~~31, report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report herein.2012

Plan of Remediation

Index		Page Number

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets		F-2

Consolidated Statements of Operations		F-3

Consolidated Statements of Stockholders’ Deficit		F-4-5

Consolidated Statements of Cash Flows		F-6

Notes to Consolidated Financial Statements		F-7-27

We are committed to improving our financial organization. Management believes that preparing and implementing sufficient written policies and checklists will remedy the material weaknesses pertaining to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. These personnel will provide the depth of knowledge and time commitment to provide a greater level of review for corporate activities. The appointment of additional outside directors with industry expertise will greatly decrease any control and procedure issues the company may encounter in the future.45

WeREPORT OF ~~will~~INDEPENDENT ~~continue~~REGISTERED toPUBLIC ~~monitor~~ACCOUNTING and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.FIRM

WeTo ~~intend~~the toBoard ~~take~~of ~~appropriate~~Directors and Stockholders ~~reasonable~~of ~~steps~~Bizzingo, toInc. ~~make~~& ~~the necessary improvements to remediate these deficiencies, including:~~Subsidiaries

1) We ~~will~~have audited ~~revise~~the ~~processes~~accompanying toconsolidated ~~provide~~balance ~~for~~sheets aof ~~greater~~Bizzingo, ~~role~~Inc. & Subsidiaries as of ~~independent~~May ~~board~~31, ~~members~~2012 inand 2011, and the related ~~oversight~~consolidated statements of operations, stockholders’ equity, and ~~review~~cash ~~until~~flows ~~such~~for ~~time~~the ~~that~~years weended ~~are~~May ~~adequately~~31, ~~capitalized~~2012 toand 2011, ~~permit~~and ~~hiring~~for ~~additional~~the ~~personnel~~period tofrom ~~address~~April ~~segregation~~3, of2009 ~~duties~~(inception) ~~issues~~to May 31, ~~ineffective~~2012. ~~controls~~Bizzingo, ~~and~~Inc.’s ~~insufficient~~management ~~supervision~~is ~~and~~responsible ~~review~~for bythese financial ~~our~~statements. ~~corporate~~Our ~~management~~responsibility is to express an opinion on these financial statements based on our audits.

2We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). WeThose ~~will~~standards ~~continue~~require that we plan and perform the audit to ~~update~~obtain reasonable assurance about whether the ~~documentation~~financial statements are free of ~~our~~material ~~internal~~misstatement. An ~~control~~audit ~~processes~~includes examining, ~~including~~on ~~formal~~a ~~risk~~test ~~assessment~~basis, ofevidence ~~our~~supporting the amounts and disclosures in the financial ~~reporting~~statements. ~~processes~~An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bizzingo, Inc. & Subsidiaries as of May 31, 2011 and 2012, and the results of its operations and its cash flows for the years ended May 31, 2011 and 2012,and for the period from April 3, 2009 (inception) ~~Centralize~~to May 31, 2012 in conformity with accounting ~~books~~principles ~~and~~generally accepted ~~records~~in tothe ~~one~~United ~~primary~~States ~~location~~of America.

4)The ~~Consolidate~~accompanying consolidated ~~all~~financial ~~books~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, net capital deficiencies, and ~~records~~negative cash ~~into~~flows ~~one~~from ~~accounting~~operations ~~system~~that raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

5)De ~~Commence~~Leon ~~the~~& ~~development of internal controls and procedures surrounding the financial reporting process~~Company, ~~primarily through the use of account reconciliations, and supervision~~P.A.

~~Item~~Pembroke Pines, ~~9B. Other Information.~~Florida

~~None~~September 10, 2012

53 APPENDIX 9A-1

~~PART III~~F-1

~~Item~~Bizzingo, 10Inc. ~~Directors,~~ ~~Executive~~(A ~~Officers~~Development ~~and~~Stage ~~Corporate~~Company) ~~Governance.~~Consolidated Balance Sheets

The following table sets forth the names, ages, and positions of our executive officers and directors as of May 31, 2011. Executive officers are appointed annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Directors are elected annually by our stockholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

	May 31, 2012			May 31, 2011

Assets

Assets:
Cash	$	17,104		$	4,101
Prepaids		17,000			10,000
Total Current Assets		34,104			14,101

Total Assets	$	34,104		$	14,101

Liabilities and Stockholders’ Deficit

Liabilities:
Accounts payable and accrued expenses	$	589,818		$	483,180
Interest payable		219,111			139,241
Memberholder loan		2,046			2,046
Convertible notes payable - net		82,945			-
Stock issuance liabilty		1,507,191			-
Notes payable		150,000			261,000
Derivative liability -convertible notes payable		173,666			-
Total Current Liabilities		2,724,777			885,467

Derivative liability -warrants		159,470			-
Total Long-Term Liabilities		159,470			-

Total Liabilities		2,884,247			885,467

Stockholders’ Deficit
Preferred stock, $0.001 par value, 100,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 525,000,000 shares authorized, 91,714,692 and 73,241,376 shares issued and outstanding, respectively		91,715			73,241
Additional paid in capital		24,616,004			16,614,442
Deficit accumulated during development stage		(27,557,862	)		(17,559,049	)
Total Stockholders’ Deficit		(2,850,143	)		(871,366	)

Total Liabilities and Stockholders’ Deficit	$	34,104		$	14,101

Name	Age	Position(s)
Douglas Toth	50	Chairman, CEO & Director
Gordon A. Samson	53	CFO, Secretary, Treasurer and Director
Gilbert Davilia	48	Director

F-2

~~Mr.~~Bizzingo, ~~Douglas~~Inc ~~Toth,~~(A ~~Chairman~~Development &Stage ~~CEO,~~Company) ~~Director~~Consolidated Statements of Operations

Mr. Toth has been working as an independent management consultant where he identified, evaluated opportunities and assisted companies and individuals within a variety of industries including: manufacturing, retail and distribution, media, advertising and technology. In addition he managed special projects for financial, compliance, operations and information systems of the companies for which he consulted. He worked closely with external auditors and legal council to ensure professional propriety and business compliance for the publicly traded companies he represented.

							From April 3, 2009
	For the Year Ended May 31,						(Inception)
	2012			2011			to May 31, 2012

Revenue	$	-		$	-		$	-

General and administrative expenses		7,491,538			2,453,272			12,589,948

Operating loss		(7,491,538	)		(2,453,272	)		(12,589,948	)

Other Income (Expenses)
Impairment of IP music database and Computer code		(1,565,989	)		(1,875,000	)		(8,440,989	)
Interest expense		(613,007	)		(125,629	)		(955,489	)
Derivative expense		(340,437	)		-			(340,437	)
Change in fair value of derivative liabilities		155,454			-			155,454
Gain on forgiveness of debt		66,624			72,497			360,630
Gain (loss) on settlement of debt		(209,920	)		-			(5,747,083	)

Total Other Income (Expenses) - Net		(2,507,275	)		(1,928,132	)		(14,967,914	)

Net Loss	$	(9,998,813	)	$	(4,381,404	)	$	(27,557,862	)

Net Loss per Common Share - Basic and Diluted	$	(0.13	)	$	(0.06	)

Weighted average number of common shares outstanding - basic and diluted		74,587,090			68,676,503

~~[Mr. Toth’s depth of experience in developing and growing companies, as well as his expertise in the area of technology, led to the conclusion he should serve as a director of the Company.]~~F-3

MrBizzingo, Inc. ~~Gordon~~ (A. ~~Samson~~Development Stage Company) Statements of Stockholders’ Equity (Deficit) For the period April 3, ~~CFO~~2009 (Inception) to May 31, ~~Director~~2012

Mr. Samson was appointed as our Chief Financial Officer and as a director in connection with the consummation of the Company’s acquisitions of Phreadz and UDM. From October 2002 to December, 2005, Mr. Samson was a Director and Chief Financial Officer of CYOP Systems International Inc. (“OTC BB - CYOS”), a Nevada media service corporation. From July, 2003 to May, 2005, Mr. Samson was President, Chief Financial Officer and Director of UpSnap, Inc. (“OTC BB – UPSN”) (formerly Manu Forti Group Inc.), a Nevada mining company. From January 31, 2006 to August 30, 2006, Mr. Samson was a Director and Chief Financial Officer of Cascade Energy Inc. (“OTC BB - CSCE”), an oil and gas company. From February 7, 2006 to June 30, 2006, Mr. Samson was an independent Director of Fidelis Energy Inc. (“OTC BB - FDEI”), an oil and gas company. From January 17, 2006 to August 30, 2006, Mr. Samson was an independent Director of Silver Star Energy Inc. (“OTC BB - SVSE”), an oil and gas company. From March 24, 2006 to September 1, 2006, Mr. Samson was a Director and the Chief Financial Officer of Tao Minerals Ltd., (“OTC BB – TAOL”), a gold exploration company.

	Shares			Amount				Additional Paid-in Capital			Subscription Receivable			Deficit Accumulated During the Development Stage			Total Stockholders’ Equity

Shares issued for cash April 3, 2009		1,920,000		$	1,920			$	4,998,092		$	(90	)	$	-		$	4,999,922

Shares issued for cash May 28, 2009		12,480,000			12,480				(12,390	)		-			-			90

Loss for the period from April 3, 2009 to May 31, 2009															(186,902	)		(186,902	)
Balance May 31, 2009		14,400,000			14,400				4,985,702			(90	)		(186,902	)		4,813,110

Shares issued for cash August 25, 2009		26,969,600			26,970				(26,633	)		(337	)		-			(0	)

Shares cancelled on November 13, 2009		(3,833,600	)		(3,834	)			3,834			-			-			-

Shares issued for cash March 10, 2010		5,782,400			5,782				(5,938	)		-			-			(156	)

Subscription receivable		-			-				-			427			-			427

Recapitalization due to reverse merger		42,700,000			42,700				(83,243	)		-			-			(40,543	)

Shares cancelled due to reverse merger		(32,712,176	)		(32,712	)			32,712			-			-			-

Shares issued for cash on May 20, 2010 @$0.15		1,933,333			1,933				288,067			-			-			290,000

Issuance of common stock in settlement
of notes payable (May 31, 2010)		6,514,310			6,515				6,507,796			-			-			6,514,311

Net loss for the period September 1, 2009 to May 31, 2010		-			-				-			-			(12,990,743	)		(12,990,743	)
Balance May 31, 2010		61,753,867			61,754				11,702,297			-			(13,177,645	)		(1,413,594	)

Shares issued for cash on June 8, 2010		1,333,333			1,333				198,667			-			-			200,000

Exchange Agreement issuance June 22, 2010		1,334,176			1,334				999,298			-			-			1,000,632

Shares issued for cash on July 16, 2010		2,520,000			2,520				375,480			-			-			378,000

Net loss for the period, June 1, 2010 to August 31, 2010															(617,663	)		(617,663	)
Balance August 31, 2010		66,941,376			66,941				13,275,742		$	-			(13,795,308	)		(452,625	)

Shares issued for cash on November 1, 2010		1,080,000			1,080				160,920			-			-			162,000

Net loss for the period, Sept 1, 2010 to Nov 30, 2010															(196,438	)		(196,438	)
Balance November 30, 2010		68,021,376			68,021				13,436,662						(13,991,745	)		(487,062	)

Shares issued for cash on December 3, 2010		720,000			720				107,280			-			-			108,000

Shares issued for Services January 31, 2011		2,000,000			2,000				1,198,000									1,200,000

Net loss for the period Dec 1, 2010 to Feb 28, 2011															(1,468,290	)		(1,468,290	)
Balance February 28, 2011		70,741,376			70,741				14,741,942						(15,460,035	)		(647,352	)

Shares issued for asset acquisition March 15, 2011		2,500,000			2,500				1,872,500			-			-			1,875,000

Net loss or the period March 1, 2011 to May 31, 2011															(2,099,013	)		(2,099,013	)
Balance May 31, 2011		73,241,376			73,241		&nbs

Filing Compare · Bizzingo, Inc.