UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~nine~~three months ended ~~February~~August 2931, 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				98-0471052
(State or other jurisdiction of incorporation or organization)				(IRS Employer Identification No.)

~~Suite~~731 Market ~~202, 63 Main~~ Street, ~~Flemington,~~ ~~New Jersey 08822~~#600

San Francisco, CA 94013_

(Address of Principal Executive Offices)

(908) 968-0838

(Registrant’s telephone, including area code)

Suite 202, 63 Main Street

Flemington, New Jersey 08822

(Former address if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

(Does not currently apply to the Registrant)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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	Smaller reporting company	[X]
		reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date: 86[112,~~166~~434,~~777~~ 525] Shares of $0.001 par value common stock outstanding as of ~~April~~October 1215, 2012.

Table of Contents

PART I. Financial Information

Item 1. Interim Financial Statements.		3
Item 2. Management’s Discussion and Analysis or Plan of Operation.		4
Item 3. Quantitative and Qualitative Disclosures about Market Risk		6
Item 4. Controls and Procedures		7
Item 5. Other		9

Part II - Other Information

Item 1. Legal Proceedings		9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		10
Item 3. Defaults upon Senior Securities		10
Item 4. (Removed and Reserved)		10
Item 5. Other Information		10
Item 6. Exhibits		10
SIGNATURES		11

PART I. FINANCIAL INFORMATION 3 ITEM 1. INTERIM FINANCIAL STATEMENTS. 3 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 5 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 9 ITEM 4. CONTROLS AND PROCEDURES 9 ITEM 5. OTHER 12 PART II - OTHER INFORMATION 12 ITEM 1. LEGAL PROCEEDINGS 12 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 12 ITEM 3. DEFAULTS UPON SENIOR SECURITIES ITEM 4. (REMOVED AND RESERVED) ITEM 5. OTHER INFORMATION ITEM 6. EXHIBITS 12 SIGNATURES 13

PART I. Financial Information

Item 1. Interim Financial Statements.

The accompanying unaudited consolidated financial statements of Bizzingo, Inc. (“Bizzingo”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and, should be read in conjunction with the audited financial statements and notes thereto contained in Bizzingo’~~s Annual~~ sAnnual Report Form 10-K ~~filed~~filedwith ~~with~~ the SEC on ~~August~~September 1813, ~~2011~~2012. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for ~~the~~ the interim period are not necessarily indicative of the results that may be expected for the full year. Notes to the interim ~~financial~~ financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal ~~2010~~2012 as reported in our Annual Report ononForm ~~Form~~ 10-K ~~filed~~filedwith ~~with~~ the SEC on ~~August~~September 1813, ~~2011~~2012have ~~have~~ been omitted.

BIZZINGO, INC.

(A Development Stage Company)

Unaudited Financial Statements

(Expressed in U.S. Dollars)

~~February 29~~August 31, 2012

Index	~~Page Number~~	Page Number
Consolidated Balance Sheets	~~F-1~~	F-2
Consolidated Statements of Stockholders’ Deficit	F-2
Consolidated Statements of Stockholders’ Deficiency		F-3
Consolidated Statements of Operations	~~F-3~~	F-7
Consolidated Statements of Cash Flows	~~F-4~~	F-8
Notes to Consolidated Financial Statements	~~F-5 - F-14~~	F-9-F-28

4F-1

~~Bizzingo~~BIZZINGO, ~~Inc~~INC. (A Development Stage Company) Consolidated Balance Sheets August 31, 2012 and May 31, 2012 (Expressed in U.S. Dollars) (Unaudited)

(A Development Stage Company)

	August 31, 2012			May 31, 2011
ASSETS
Current
Cash	$	14,222		$	17,104
Prepaids		12,000			17,000
Total current assets		26,222			34,104

Total Assets	$	26,222		$	34,104


LIABILITIES
Current
Accounts payable	$	996,140		$	589,818
Advance payable		6,250			-
Interest payable		231,097			219,111
Memberholder loan		2,046			2,046
Convertible notes payable		103,770			82,945
Notes payable		150,000			150,000
Stock issuance liability		358,400			1,507,191
Derivative liability – convertible notes payable		173,666			173,666
Total Current Liabilities		2,021,369			2,724,777

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

Total Liabilities	$	2,180,839		$	2,884,247

STOCKHOLDERS’ (DEFICIENCY) EQUITY
Share capital
Authorized:
Preferred stock $0.001 par value 100,000 shares authorized
None issued, allotted and outstanding:		-			-

Common stock $0.001 par value, 525,000,000 shares authorized
Issued, allotted and outstanding:
91,714,692 and 112,434,525 shares as of May 31, 2012 and August 31, 2012		112,435			91,715
Additional paid-in capital		26,345,248			24,616,004
Deficit accumulated during development stage		(28,612,300	)		(27,557,862	)
Total stockholders’ (deficiency) equity		(2,154,617	)		(2,850,143	)
Total liabilities and stockholders’ (deficiency) equity	$	26,222		$	34,104

~~Consolidated~~The ~~Balance~~accompanying ~~Sheets~~notes are an integral part of these financial statements.

	February 29, 2012			May 31, 2011
	(unaudited)
Assets
Assets:
Cash	$	293,754		$	4,101
Prepaids		12,400			10,000
Total Current Assets		306,154			14,101
Total Assets	$	306,154		$	14,101
Liabilities and Stockholders' Deficit
Liabilities:
Accounts payable and accrued expenses	$	428,266		$	483,180
Interest payable		219,722			139,241
Memberholder loan		2,046			2,046
Stock issuance liability		2,039,448			-
Notes payable		400,000			261,000
Total Current Liabilities		3,089,482			885,467
Total Liabilities		3,089,482			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,
73,635,807 and 73,241,376 shares issued and outstanding, respectively		73,636			73,241
Additional paid in capital		19,530,675			16,614,442
Deficit accumulated during development stage		(22,387,639	)		(17,559,049	)
Total Stockholders' Deficit		(2,783,328	)		(871,366	)
Total Liabilities and Stockholders' Deficit	$	306,154		$	14,101

F-2

~~See~~BIZZINGO, ~~accompanying~~INC. ~~notes~~(A Development Stage Company) Consolidated Statement of Stockholders’ (Deficiency) Equity For the period April 3, 2009 (Inception) to ~~financial statements~~August 31, 2012 (Expressed in U.S. Dollars) (Unaudited)

F-1

																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
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 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	)
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
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	)

~~Bizzingo, Inc~~F-3

BIZZINGO, INC. (A Development Stage Company) Consolidated Statement of Stockholders” (Deficiency) Equity For the period April 3, 2009 (Inception) to August 31, 2012 (Expressed in U.S. Dollars) (Unaudited)

Consolidated Statements of Operations

														Total
	Common Stock						Additional		Subscription		Deficit			Stock-holders
	Shares			Amount			paid-in capital		Receivable		Accumulated			(deficiency)
Shares issued for cash on November 1, 2010		1,080,000		$	1,080		$	160,920		-		-		$	162,000
Net loss for the period September 1, 2010 to November 30, 2010											$	(196,438	)	$	(196,438	)
Balance, November 30, 2010		68,021,376		$	68,021		$	13,436,662	$	-	$	(13,991,746	)	$	(487,063	)
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 December 1, 2010 to February 28, 2011											$	(1,433,108	)	$	(1,433,108	)
Balance, February 28, 2011		70,741,376		$	70,741		$	14,741,942	$	-	$	(15,424,854	)	$	(612,171	)
Shares issued for asset acquisition March 15, 2011		2,500,000		$	2,500		$	1,872,500		-		-		$	1,875,000
Net loss for the period March 1, 2011 to May 31, 2011												(2,134,195	)	$	(2,134,195	)
Balance, May 31, 2011		73,241,376		$	73,241		$	16,614,442	$	-	$	(17,559,049	)		(871,366	)
Shares cancelled on July 26, 2011		(6,460,800	)		(6,461	)		6,461		-		-		$	-
Net loss for the period June 1, 2011 to August 31, 2011											$	(519,726	)	$	(519,726	)
Balance, August 31, 2011		66,780,576			66,780		$	16,620,903	$	-	$	(18,078,775	)	$	(1,391,092	)
Shares issued to settle accounts payable		611,512		$	612		$	207,303		-		-		$	207,915
Stock options issued for services		-			-		$	720,349		-		-		$	720,349
Warrants issued for services		-			-		$	502		-		-		$	502
Net loss for the period September 1, 2011 to November 30, 2011												(1,532,360	)	$	(1,532,360	)
Balance, November 30, 2011		67,392,088		$	67,392		$	17,549,057	$	-	$	(19,611,135	)	$	(1,994,686	)

~~(unaudited)~~F-4

	Three Months Ended February 29,						Nine Months Ended February 29,						From April 3, 2009 (Inception) to February 29,
	2012			2011			2012			2011			2012
Revenue	$	-		$	-		$	-		$	-		$	-
General and administrative expenses		2,506,550			1,431,672			4,156,696			2,280,603			9,255,108
Operating loss		(2,506,550	)		(1,431,672	)		(4,156,696	)		(2,280,603	)		(9,255,108	)
Other Income (Expenses)
Impairment of IP music database and Computer code		-			-			-			-			(6,875,000	)
Interest expense		(471,266	)		(72,011	)		(593,643	)		(74,285	)		(936,123	)
Gain on forgiveness of debt		-			35,393			66,624			72,497			360,630
Gain (Loss) on settlement of debt		201,312			-			(144,875	)		-			(5,682,038	)
Total Other Income (Expenses) - Net		(269,954	)		(36,618	)		(671,894	)		(1,788	)		(13,132,531	)
Net Loss	$	(2,776,504	)	$	(1,468,290	)	$	(4,828,590	)	$	(2,282,391	)	$	(22,387,639	)
Net Loss per Common Share - Basic and Diluted	$	(0.04	)	$	(0.02	)	$	(0.07	)	$	(0.03	)
Weighted average number of common shares outstanding - basic and diluted		67,338,913			69,339,598			69,038,345			67,295,821

BIZZINGO, INC.

(A Development Stage Company)

Consolidated Statement of Stockholders” (Deficiency) Equity

For the period April 3, 2009 (Inception) to August 31, 2012

(Expressed in U.S. Dollars) (Unaudited)

See accompanying notes to financial statements

													Total
	Common Stock				Additional			Subscription		Deficit			Stock-holders
	Shares		Amount		paid-in capital			Receivable		Accumulated			(deficiency)

Shares issued for cash on December 7, 2011		2,500,000	$	2,500	$	247,500			-		-		$	250,000
Shares issued for services on December 7, 2011		800,000	$	800	$	95,200			-		-		$	96,000
Shares issued in settlement of notes payable December 7, 2011		1,643,719	$	1,644	$	195,602			-		-		$	197,246
Shares issued for note extension December 7, 2011		50,000	$	50	$	5,950			-		-		$	6,000
Shares issued for cash on February 1, 2012		1,250,000	$	1,250	$	123,750			-		-		$	125,000
Stock options issued for services		-		-		450,078			-		-		$	450,078
Warrants issued for services		-		-		882,838			-		-		$	882,838
Stock issuance costs		-		-		(19,300	)		-		-		$	(19,300	)
Net loss for the period December 1, 2011 to February 29, 2012		73,635,807	$	73,636	$	19,530,675			-	$	(2,776,504	)	$	(2,776,504	)
Shares issued for cash on March 2, 2012		5,850,000	$	5,850	$	629,150			-		-		$	635,000
Shares issued for services on March 2, 2012		800,000	$	800	$	119,200			-		-		$	120,000
Shares issued for cash on March 6, 2012		500,000	$	500	$	49,500			-		-		$	50,000
Shares issued for services on March 6, 2012		500,000	$	500	$	74,500			-		-		$	75,000
Shares issued in settlement of notes payable March6, 2012		4,130,970	$	4,131	$	615,514			-		-		$	619,645
Shares issued – anti dilution clause April 12, 2012		447,915	$	448	$	(448	)		-		-		$	-
Shares issued for services on April 12, 2012		3,700,000	$	3,700	$	904,300			-		-		$	908,000
Shares issued for services on May 3, 2012		650,000	$	650	$	174,200			-		-		$	174,850
Shares issued for cash on May 3, 2012		1,500,000	$	1,500	$	148,500			-		-		$	150,000
Stock options issued for services		-		-	$	572,522			-		-		$	572,522
Warrants issued for services		-		-	$	1,771,564			-		-		$	1,771,564

F-25

~~Bizzingo~~BIZZINGO, ~~Inc~~INC. (A Development Stage Company) Consolidated Statement of Stockholders” (Deficiency) Equity For the period April 3, 2009 (Inception) to August 31, 2012 (Expressed in U.S. Dollars) (Unaudited)

(A Development Stage Company)

													Total
	Common Stock				Additional			Subscription		Deficit			Stock-holders
	Shares		Amount		paid-in capital			Receivable		Accumulated			(deficiency)
Beneficial Conversion Feature		-		-	$	63,652			-		-		$	63,652
Stock issuance costs		-		-	$	(36,825	)		-		-		$	(36,825	)
Net loss for the period March 1, 2012 to May 31, 2012		-		-		-			-	$	(5,170,223	)	$	(5,170,223	)
Balance, May 31, 2012		91,714,692	$	91,715	$	24,616,004			-	$	(27,557,862	)	$	(2,850,144	)
Shares issued for services		17,371,918	$	17,372	$	1,039,849			-		-		$	1,057,221
Shares issued in settlement of debt		3,000,000	$	3,000	$	150,921			-		-		$	153,921
Warrants issued for services		-		-	$	388,966			-		-		$	388,966
Stock options issued for services		-		-	$	199,857			-		-		$	199,857
Shares issued – anti dilution clause July 18, 2012		347,915	$	348	$	(348	)		-		-		$	-
Debt Discount recapture on loan conversion		-		-	$	(50,000	)		-		-		$	(50,000	)
Net loss for the period June 1, 2012 to August 31, 2012		-		-		-			-	$	(1,054,438	)	$	(1,054,438	)
Balance, August 31, 2012		112,434,525	$	112,435	$	26,345,248			-	$	(28,612,300	)	$	(2,154,617	)

~~Statements of Stockholders' Equity (Deficit)~~F-6

BIZZINGO, INC. (A Development Stage Company) Consolidated Statements of Operations For the three months ended August 31, 2012 and 2011 and the period from April 3, 2009 (~~Inception~~inception) to ~~February~~August 2931, 2012 (Expressed in U.S. Dollars) (Unaudited)

	Shares			Amount			Additional Paid-in Capital			Subscription Receivable			Deficit Accumulated During the Development Stage			Total Stockholders' Equity
	For the Three			For the Three			From Inception Date
Shares issued for cash April 3, 2009		1,920,000		$	1,920		$	4,998,092		$	(90	)	$	-		$	4,999,922
	Months ended August 31, 2012			Months ended August 31, 2011			of April 3, 2009 to August 31, 2012
Shares issued for cash May 28, 2009		12,480,000			12,480			(12,390	)		-			-			90
Revenue	$	-		$	-		$	-
Loss for the period from April 3, 2009 to May 31, 2009														(186,902	)		(186,902	)
General and Administrative expenses		1,136,327			526,185			13,726,274
Balance May 31, 2009		14,400,000		$	14,400		$	4,985,702		$	(90	)	$	(186,902	)	$	4,813,110
Operating loss		(1,136,327	)		(526,185	)		(13,726,274	)
Shares issued for cash August 25, 2009		26,969,600			26,970			(26,633	)		(337	)		-			(0	)
Other Income (Expense)
Shares cancelled on November 13, 2009		(3,833,600	)		(3,834	)		3,834			-			-			-
Impairment of IP music database and Computer code					-			(8,440,989	)
Shares issued for cash March 10, 2010		5,782,400			5,782			(5,938	)		-			-			(156	)
Interest expense		(12,908	)		(60,165	)		(968,398	)
Subscription receivable		-			-			-			427			-			427
Derivative expense								(340,437	)
Recapitalization due to reverse merger		42,700,000			42,700			(83,243	)		-			-			(40,543	)
Change in fair value of derivative expense								155,454
Shares cancelled due to reverse merger		(32,712,176	)		(32,712	)		32,712			-			-			-
Gain on forgiveness of debt		-			66,624			360,630
Shares issued for cash on May 20, 2010 @$0.15		1,933,333			1,933			288,067			-			-			290,000
Gain (Loss) on settlement of debt		94,797						(5,652,286	)
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	$	(1,054,438	)		(519,726	)		(28,612,300	)
Net loss for the period September 1, 2009 to May 31, 2010		-			-			-			-			(12,990,743	)		(12,990,743	)
Loss per share – basic and diluted		(0.01	)	$	(0.01	)
Balance May 31, 2010		61,753,867		$	61,754		$	11,702,297		$	-		$	(13,177,645	)	$	(1,413,594	)
Weighted average number of common shares outstanding - basic and diluted		101,624,177			70,713,237
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			16,614,442			-			(17,559,049	)		(871,366	)
Shares cancelled GLD Holdings July 27, 2011		(6,460,800	)		(6,461	)		6,461			-			-			0
Net loss for the period June 1, 2011 to August 31, 2011														(519,726	)		(519,726	)
Balance August 31, 2011		66,780,576			66,780			16,620,903			-			(18,078,775	)		(1,391,092	)
Shares issued to settle accounts payable		611,512			612			207,303			-			-			207,915
Stock options issued for services		-			-			720,349			-			-			720,349
Warrants issued for services		-			-			502			-			-			502
Net loss for the period September 1, 2011 to November 30, 2011		-			-			-			-			(1,532,360	)		(1,532,360	)
Balance November 30, 2011		67,392,088		$	67,392		$	17,549,057		$	-		$	(19,611,135	)	$	(1,994,686	)
Shares issued for cash on December 7, 2011		2,500,000			2,500			247,500			-			-			250,000
Shares issued for services December 7, 2011		800,000			800			95,200			-			-			96,000
Issuance of common stock in settlement of notes payable (December 7, 2011)		1,643,719			1,644			195,602			-			-			197,246
Shares issued for note extension December 7, 2011		50,000			50			5,950			-			-			6,000
Shares issued for cash on February 1, 2012		1,250,000			1,250			123,750			-			-			125,000
Stock options issued for services		-			-			450,078			-			-			450,078
Warrants issued for services		-			-			882,838			-			-			882,838
Stock issuance costs		-			-			(19,300	)		-			-			(19,300	)
Net loss for the period December 1, 2011 to February 29, 2012		-			-			-			-			(2,776,504	)		(2,776,504	)
Balance February 29, 2012		73,635,807		$	73,636		$	19,530,675		$	-		$	(22,387,639	)	$	(2,783,328	)

~~See~~ The accompanying notes toare an integral part of these financial statements.

F-37

~~Bizzingo~~BIZZINGO, ~~Inc~~INC. (A Development Stage Company) Consolidated Statements of Cash Flows For the three months ended August 31, 2012 and 2011 and the period from April 3, 2009 (inception) to August 31, 2012 (Expressed in U.S. Dollars) (Unaudited)

(A Development Stage Company)

	For the Three Months Ended August 31, 2012			For the Three Months Ended August 31, 2011			From Inception Date of April 3, 2009 to August 31, 2012
Cash flows from (used in) operating activities
Net loss for the year	$	(1,054,438	)	$	(519,726	)	$	(28,612,300	)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
- Impairment of IP music database and computer code					-			8,440,989
- Loss on business acquisition					-			(44,361	)
- Loss on settlement of debt		(94,797	)		-			5,652,286
- Gain on forgiveness of debt					-			(360,630	)
- Stock based compensation		505,047			-			6,941,345
- Accretion of debt discount					-			1,827,314
- Derivative expense					-			340,437
- Change in fair value of derivative liabilities					-			(155,454	)
Changes in operating assets and liabilities:
(Increase) Decrease in:
- Advances		6,250			-			6,250
- Prepaid expenses and other assets		5,000			10,000			(12,000	)
- Accounts payable and accrued expenses		406,322			(45,306	)		996,140
- Capitalized interest		-			-			121,147
- Accrued interest payable - other		11,988			60,165			243,290
Net cash provided by operating activities		(214,628	)		(494,867	)		(4,615,547	)
Cash flows from (used in) investing activities
Purchase of Capital Assets		-			-			(75,000	)

Net cash (used) provided by investing activities					-			(75,000	)
Cash flows from (used in) financing activities
Proceeds from issuance of notes		150,921			495,000			2,305,921
Proceeds from issuance of convertible notes		(29,175	)		-			245,825
Repayment of notes					-			(281,000	)
Proceeds from memberholder loan					-			2,046
Shares issued (subscribed) for cash		90,000			-			2,488,102
Stock issuance costs					-			(56,125	)
Net cash (used) provided by financing activities		211,746			495,000			4,704,769
Increase in cash and cash equivalents		(2,882	)		133			14,222
Effect of exchange rate on cash
Cash and cash equivalents, beginning of year		17,104			4,101			-
Cash and cash equivalents , end of period	$	14,222		$	4,234		$	14,222
Cash and cash equivalents represented by:
Cash	$	14,222		$	4,234		$	14,222

~~Consolidated~~The ~~Statements~~ accompanying notes are an integral part of ~~Cash~~these ~~Flows~~financial statements.

~~(unaudited)~~F-8

	Nine Months Ended February 29,						From April 3, 2009 (Inception) to February 29,
	2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,828,590	)	$	(2,282,391	)	$	(22,387,639	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of IP music database and computer code		-			-			6,875,000
Loss on business acquisition		-			-			(44,361	)
Loss on settlement of debt		144,875			-			5,682,038
Gain on forgiveness of debt		(66,624	)		(72,497	)		(360,630	)
Stock based compensation		2,773,396			1,200,000			3,973,396
Accretion of debt discount		445,747			-			1,819,369
Changes in operating assets and liabilities:
(Increase) Decrease in:
Prepaid expenses & other assets		(2,400	)		5,000			(12,400	)
Increase (Decrease) in:
Accounts payable and accrued expenses		53,435			223,641			428,266
Bank overdraft		-			-			-
Capitalized interest		-			-			121,145
Stock issuance liability					-			-
Accrued interest payable - other		130,114			73,234			219,722
Net Cash Used in Operating Activities		(1,350,047	)		(853,013	)		(3,686,094	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided By Investing Activities		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes		815,000			(105,000	)		2,230,000
Repayment of notes		(66,000	)		-			(281,000	)
Proceeds from memberholder loan		-			-			2,046
Shares issued (subscribed) for cash		910,000			848,000			2,048,102
Stock issuance costs		(19,300	)		-			(19,300	)
Net Cash Provided By Financing Activities		1,639,700			743,000			3,979,848
Net Increase (Decrease) in Cash		289,653			(110,013	)		293,754
Cash - Beginning of Period		4,101			159,025			-
Cash - End of Period	$	293,754		$	49,012		$	293,754
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income Taxes	$	-		$	-		$	-
Interest	$	18,847		$	-		$	18,847
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of debt into stock issuance liability	$	413,075		$			$	413,075
Conversion of debt into common stock	$	225,000		$			$	225,000
Conversion of payable into common stock	$	91,727		$			$	91,727
Conversion of Interest payable into common stock	$	21,558		$			$	21,558

BIZZINGO, INC.

(A Development Stage Company)

Notes to Financial Statements

For the period from April 3, 2009 (Inception) to August 31, 2012

(Expressed in U.S. Dollars)

~~See~~Note ~~accompanying~~1. ~~notes~~Organization toand ~~financial statements~~Summary of Significant Accounting Policies

FOn April 27, 2010, pursuant to share purchase agreements (the “Purchase Agreements”), Phreadz, Inc. completed the acquisitions of Phreadz USA, LLC (“Phreadz LLC”) and Universal Database of Music 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-4merger 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 LLC 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.

~~Note~~As set ~~1. Organization~~forth above, on April 27, 2010 (the “Closing Date”) and pursuant to the terms and conditions of the Purchase Agreements, we: (i) consummated the acquisitions of Phreadz LLC and ~~Summary~~UDM, and (ii) each of ~~Significant~~Phreadz ~~Accounting~~LLC ~~Policies~~and UDM became our wholly owned subsidiary. More specifically, pursuant to and in connection with the Purchase Agreements:

On● ~~April~~in ~~27,~~exchange ~~2010,~~for ~~pursuant to~~100% ~~share~~of ~~purchase agreements (~~the ~~“Purchase~~issued ~~Agreements”),~~and ~~Phreadz,~~outstanding ~~Inc.~~membership ~~completed~~interests ~~the acquisitions~~ of Phreadz ~~USA,~~ LLC ~~(“Phreadz LLC”) and Universal Database of Music USA~~, ~~LLC~~we ~~(“UDM”).~~issued ~~The~~to ~~acquisitions were accounted for as a recapitalization effected by a reverse merger, wherein Phreadz and UDM were considered~~ the ~~acquirer~~holders ~~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 LLC ~~and~~membership ~~UDM~~interests ~~has~~an ~~been~~aggregate ~~brought~~of ~~forward~~21,659,200 ~~and~~shares ~~common stock and additional paid-in-capital~~ of ~~the~~our ~~combined~~common ~~Company~~stock; ~~have been retroactively restated to give effect to the exchange rates as set forth in the Purchase Agreements.~~and

As● ~~set~~in ~~forth~~exchange ~~above,~~for on100% ~~April~~of ~~27, 2010 (~~the ~~“Closing~~ ~~Date”)~~issued and ~~pursuant~~outstanding tomembership ~~the~~interests ~~terms and conditions~~ of ~~the Purchase Agreements~~UDM, we: ~~(i)~~issued ~~consummated~~to the ~~acquisitions of~~holders ~~Phreadz LLC and UDM, and (ii) each~~ of ~~Phreadz~~the ~~LLC and~~ UDM ~~became~~membership ~~our~~interests ~~wholly~~an ~~owned~~aggregate ~~subsidiary.~~of ~~More specifically~~21,659,200 ~~pursuant~~shares ~~to and~~of inour ~~connection~~common ~~with the Purchase Agreements:~~stock.

·● in ~~exchange for 100% of the issued and outstanding membership interests of Phreadz LLC~~addition, wepursuant ~~issued~~ to the ~~holders~~terms of the ~~Phreadz~~Purchase ~~LLC~~Agreements, ~~membership interests an aggregate of 21~~32,~~659~~712,~~200~~176 shares of our issued and outstanding common stock; ~~and~~previously held by certain stockholders were cancelled..

·As a inresult ~~exchange~~of ~~for~~the ~~100%~~acquisitions of ~~the~~Phreadz ~~issued~~LLC and ~~outstanding~~UDM, ~~membership~~we ~~interests~~experienced ofa ~~UDM,~~change wein ~~issued~~control and ceased to ~~the~~be ~~holders~~a of“shell” company ~~the~~as ~~UDM~~defined ~~membership~~in ~~interests~~Rule an12b-2 ~~aggregate~~promulgated ofunder ~~21,659,200~~the ~~shares~~Securities Exchange Act of ~~our~~1934 ~~common~~(the ~~stock~~“Exchange Act”).

·Phreadz LLC inwas ~~addition,~~organized ~~pursuant~~as toa ~~the~~limited ~~terms~~liability ofcompany in the ~~Purchase~~State ~~Agreements,~~of ~~32,712,176~~Nevada ~~shares~~in ofApril ~~our~~2009. ~~issued~~Since ~~and~~its ~~outstanding~~inception, ~~common~~Phreadz ~~stock~~LLC ~~previously~~has ~~held~~not undertaken byany ~~certain~~material ~~stockholders~~business ~~were cancelled~~activities.

AsUDM was organized as a ~~result~~limited ofliability company in the ~~acquisitions~~ State of ~~Phreadz~~Nevada ~~LLC~~in ~~and~~April ~~UDM~~2009. On May 29, we2009, ~~experienced~~UDM aconsummated ~~change~~an inasset ~~control~~purchase agreement with Jacques Krischer and ~~ceased~~UDM, Ltd., pursuant to bewhich ait ~~“shell”~~acquired ~~company~~a ~~as defined~~music indatabase ~~Rule~~and ~~12b-2~~search ~~promulgated~~tools. ~~under~~Since ~~the~~its ~~Securities~~inception, UDM ~~Exchange~~has ~~Act~~not ofundertaken ~~1934~~any ~~(the~~material ~~“Exchange~~business ~~Act”)~~activities.

~~Phreadz LLC was organized as a limited liability~~Nature ~~company in the State~~ of ~~Nevada~~Operations inand ~~April~~Going ~~2009. Since its inception, Phreadz LLC has not undertaken any material business activities.~~Concern

~~UDM~~The accompanying ~~was~~consolidated ~~organized~~financial asstatements ahave ~~limited~~been ~~liability~~prepared ~~company~~in conformity with accounting principles generally accepted in the ~~State~~United States of ~~Nevada~~America, inwhich ~~April~~contemplate ~~2009~~the Company’s continuation as a going concern. On ~~May~~Since 29April 3, 2009 (inception), the ~~UDM~~Company ~~consummated~~has anreported ~~asset~~net ~~purchase~~losses ~~agreement~~of ~~with~~($27,557,862), ~~Jacques~~operating ~~Krischer~~activities ~~and~~have ~~UDM,~~used ~~Ltd.,~~cash ~~pursuant~~of to($4,400,919) ~~which~~and itthe ~~acquired~~Company has a ~~music~~stockholders’ ~~database~~deficit ~~and~~of ~~search~~($2,850,143) ~~tools.~~as ~~Since~~of ~~its~~May ~~inception~~31, ~~UDM~~2012. ~~has~~These ~~not~~factors ~~undertaken~~raise ~~any~~substantial ~~material~~doubt ~~business~~about ~~activities~~the Company’s ability to continue as a going concern.

~~Nature~~The ofCompany ~~Operations~~is actively involved in discussions and ~~Going~~negotiations ~~Concern~~ with investors. We do not believe we have sufficient working capital to operate without additional funding. Assuming we raise the necessary capital through the sale of equity or equity equivalents, we expect that we will have adequate working capital through 2012. However, any equity financing may be very dilutive to our existing shareholders.

The accompanying 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 ($22,387,639), operating activities have used cash of ($3,686,094) and the Company has a stockholders' deficit of ($2,783,328) as of February 29, 2012. These factors raise substantial doubt about the Company's ability to continue as a going concern. F-9

~~The~~BIZZINGO, ~~Company is actively involved in discussions and negotiations with investors~~INC. We(A doDevelopment ~~not~~Stage ~~believe~~Company) weNotes ~~have sufficient working capital~~ to ~~operate~~Financial ~~without~~Statements ~~additional~~For ~~funding. Assuming we raise~~ the ~~necessary~~period ~~capital~~from ~~through~~April ~~the~~3, ~~sale~~2009 of(Inception) ~~equity~~to orAugust ~~equity equivalents~~31, ~~we expect that we will have adequate working capital through~~ 2012. ~~However,~~(Expressed ~~any~~in ~~equity financing may be very dilutive to our existing shareholders~~U.S. Dollars)

There is no assurance that continued financing proceeds will be obtained in sufficient amounts necessary to meet the Company’s needs. In view of these matters, continuation as a going concern is dependent upon the Company’s ability to meet its financing requirements, raise additional capital, and the future success of its operations. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~F-5~~Principles of Consolidation

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

~~The~~Note ~~accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Phreadz LLC and UDM~~2. ~~All intercompany~~Significant ~~accounts~~Accounting ~~and transactions have been eliminated in consolidation.~~Policies

~~Note~~(a) ~~2. Significant Accounting~~Development ~~Policies~~Stage Company

(The Company’s financial statements are presented as those of a) ~~Accounting~~development ~~Estimates~~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 preparation~~(b) ofUse ~~financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount~~ of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates. Estimates

~~(b)~~The preparation ~~Cash~~of ~~Equivalents~~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.

~~For~~Making ~~purposes~~estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the ~~statement~~effect of a condition, situation or set of ~~cash~~circumstances ~~flows~~that ~~cash~~existed ~~equivalents~~at ~~usually~~the ~~consist~~date of ~~highly~~the ~~liquid~~financial ~~investments~~statements, which ~~are~~management ~~readily convertible~~considered ~~into~~in ~~cash~~formulating ~~with~~its ~~maturity~~estimate ofcould ~~three~~change ~~months~~in the near term due to one or ~~less~~more ~~when~~future ~~purchased~~confirming events. Accordingly, the actual results could differ significantly from estimates.

~~The~~For ~~Company~~purposes ~~has~~of nothe ~~significant~~statement ~~off-balance-sheet concentrations~~ of ~~credit~~cash ~~risk~~flows ~~such~~cash asequivalents ~~foreign~~usually ~~exchange~~consist ~~contracts,~~of ~~options~~highly ~~contracts or~~liquid ~~other~~investments ~~foreign~~which ~~hedging~~are ~~arrangements.~~readily ~~The~~convertible into ~~Company maintains the majority of its~~ cash ~~balances~~ with ~~one~~maturity ~~financial~~of ~~institution, in~~three ~~the~~months ~~form~~or ofless ~~demand~~when ~~deposits~~purchased.

(d) ~~Fair~~Concentration ~~Value~~ of ~~Financial~~Credit ~~Instruments~~Risk

The Company ~~measures~~has ~~assets~~no ~~and~~significant ~~liabilities~~off-balance-sheet atconcentrations ~~fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale~~ of ancredit ~~asset~~risk orsuch ~~paid to transfer a liability,~~ as ~~the~~foreign ~~case~~exchange ~~may be~~contracts, inoptions ~~an orderly transaction between market participants. As such, fair value may be based on assumptions that~~contracts ~~market~~or ~~participants~~other ~~would~~foreign ~~use~~hedging ~~in pricing an asset or liability~~arrangements. The ~~authoritative~~Company ~~guidance~~maintains onthe ~~fair~~majority ~~value~~of ~~measurements~~its ~~establishes a~~cash ~~consistent~~balances ~~framework~~with ~~for~~one ~~measuring~~financial ~~fair value on either a recurring or nonrecurring basis whereby inputs~~institution, ~~used~~ in ~~valuation techniques,~~the ~~are~~form ~~assigned~~of ademand ~~hierarchical level~~deposits.

~~The following are the hierarchical levels of inputs to measure fair value:~~ F-10

~~Level 1:~~BIZZINGO, ~~Observable~~INC. ~~inputs~~(A ~~that~~Development ~~reflect~~Stage ~~quoted~~Company) ~~prices~~Notes to Financial Statements For the period from April 3, 2009 (~~unadjusted~~Inception) ~~for~~to ~~identical~~August ~~assets~~31, or2012 ~~liabilities~~(Expressed in ~~active markets~~U. S. Dollars)

~~Level 2:~~(e) Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Intangibles

~~Level~~Intangibles 3:are ~~Unobservable~~comprised ~~inputs~~of ~~reflecting~~acquired ~~the~~technologies. In accordance with ASC 350, intangible assets with indefinite lives are not amortized but instead are measured for impairment at least annually, or when events indicate that an impairment exists. The Company’s ~~assumptions~~calculates ~~incorporated~~impairment inas ~~valuation~~the ~~techniques~~excess ~~used~~of tothe ~~determine~~carrying value of its indefinite-lived assets over their estimated fair value. ~~These~~If ~~assumptions~~the ~~are~~carrying ~~required~~value toexceeds bethe ~~consistent~~estimate of fair value a write-down is recorded. The Company amortizes it’s intangibles with ~~market~~finite ~~participant~~useful ~~assumptions~~lives ~~that~~over ~~are~~their ~~reasonably~~respective ~~available~~useful lives. For the years ended May 31, 2012 and 2011, the Company recorded impairments related to intangible assets of $1,565,989 and $1,875,000, respectively.

~~F-6~~(f) Debt Issue Costs and Debt Discount

~~The~~These ~~Company’s~~items ~~financial~~are ~~instruments~~amortized ~~consisted~~over ofthe ~~notes~~life ~~payable. The carrying amounts~~ of the ~~Company’s~~debt ~~financial instruments~~to ~~generally~~interest ~~approximated~~expense. ~~their~~If ~~fair~~a ~~values~~conversion, asextinguishment ofor ~~February~~repayment ~~29,~~of ~~2012~~the ~~and~~underlying debt ~~May 31~~occurs, ~~2011,~~a ~~due~~proportionate toshare ~~the nature~~ of these ~~instruments~~amounts is immediately expensed.

(eg) ~~Income~~Fair ~~Taxes~~Value of Financial Instruments

The Company ~~uses~~follows ~~the~~ASC ~~asset~~820-10 ~~and~~of ~~liability~~the ~~method~~FASB toAccounting ~~account~~Standards ~~for~~Codification ~~income~~to ~~taxes.~~measure ~~Under~~the ~~this~~fair ~~method,~~value ~~deferred~~of ~~income~~its ~~taxes~~financial ~~are~~instruments ~~determined~~and ~~based~~disclosures onabout ~~the~~fair ~~differences~~value ~~between~~of ~~the~~its ~~tax~~financial ~~basis~~instruments. ofASC ~~assets~~820-10 ~~and~~establishes ~~liabilities~~a ~~and~~framework ~~their~~for ~~reported~~measuring ~~amounts~~fair value in accounting 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, ASC 820-10 establishes ~~using~~a ~~the~~fair ~~currently~~value ~~enacted~~hierarchy ~~tax~~which ~~rates~~prioritizes ~~and~~the ~~laws.~~inputs Ato valuation ~~allowance~~techniques isused ~~provided~~ to ~~reduce~~measure ~~net~~fair ~~deferred~~value ~~tax~~into ~~assets~~three to(3) ~~the~~broad levels. ~~amount~~The ~~that,~~three ~~based~~(3) onlevels ~~available~~of ~~evidence,~~fair isvalue ~~more~~hierarchy ~~likely~~defined ~~than~~by ~~not~~ASC to820-10 beare ~~realized.~~ described below:

~~(f)~~Level ~~Net~~1: ~~Loss~~Quoted ~~per~~market ~~Share~~prices available in active markets for identical assets or liabilities as of the reporting date.

~~Net loss~~Level ~~per~~2: ~~share~~Pricing isinputs ~~computed~~other ~~by dividing net loss attributable to common stockholders by the weighted average number of shares of~~than ~~common~~quoted ~~stock~~prices ~~outstanding during the applicable period. Diluted loss per share is determined~~ in ~~the~~active ~~same~~markets ~~manner~~included ~~as basic loss per share, except 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~~Level ~~periods presented~~1, ~~all~~which ~~potentially~~are ~~dilutive~~either ~~securities~~directly ~~were~~or ~~excluded~~indirectly ~~from~~observable ~~the~~as ~~computation~~ of ~~diluted loss per share since~~ the ~~effect~~reporting ~~of including them is anti-dilutive~~date.

~~Recent~~Level ~~accounting~~3: ~~pronouncements~~Pricing inputs that are generally unobservable inputs and not corroborated by market data.

~~There~~Financial assets are noconsidered ~~recent~~Level ~~accounting~~3 ~~pronouncements that~~when their fair values are ~~expected~~determined tousing ~~have~~pricing amodels, ~~material~~discounted ~~effect~~cash onflow ~~the~~methodologies ~~Company’s~~or similar ~~financial~~techniques ~~statements~~and at least one significant model assumption or input is unobservable.

~~Note~~The fair 3value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. ~~Intangible~~ If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The 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 €9.5 and €17 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.F-11

~~Note~~BIZZINGO, 4INC. ~~Income~~ ~~Taxes~~(A Development Stage Company) Notes to Financial Statements For the period from April 3, 2009 (Inception) to August 31, 2012 (Expressed in U.S. Dollars)

~~As of February 29, 2012, the~~The ~~Company~~carrying ~~had~~amounts ~~a net operating loss carry-forward for income tax reporting purposes~~ of ~~approximately ($22.2 Million) that may be offset against future taxable income through 2031. Current tax laws limit~~ the ~~amount~~Company’s offinancial ~~loss~~assets ~~available~~and toliabilities, besuch ~~offset~~as ~~against future taxable income when a substantial change in ownership occurs. Therefore~~cash, ~~the~~prepaid ~~amount~~expenses ~~available~~and toother ~~offset~~current ~~future taxable~~assets, ~~income~~accounts ~~may~~payable beand ~~limited.~~accrued Noliabilities ~~tax~~approximate ~~benefit~~their ~~has~~fair ~~been~~values ~~reported in the financial statements,~~ because ~~the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits~~ of the ~~loss carry-forwards~~short ~~are~~maturity ~~offset by a valuation allowance~~ of ~~the~~these ~~same amount~~instruments.

~~Note~~The Company’s ~~5. Notes~~note payable and convertible notes payable approximate the fair value of such instruments based upon management’s ~~Payable~~best estimate of interest rates that would be available to the Company for similar financial arrangements at May 31, 2012 and May 31, 2011.

AThe Company’s ~~member~~Level of3 ~~the~~financial ~~Company~~liabilities ~~loaned $200,000~~consist toof ~~the~~certain ~~Company~~common ~~pursuant~~stock towarrants aand ~~Note(s)~~embedded ~~Payable~~conversion ~~Agreement~~features ~~dated~~for ~~August~~which there ~~10,~~is ~~2009.~~no ~~The~~current ~~loan~~market ~~terms~~for ~~include~~these asecurities ~~$16,000~~such ~~interest bonus~~that ~~and~~the ~~accrues~~determination ~~simple~~of ~~interest~~fair atvalue arequires ~~rate~~significant ofjudgment 8%or ~~per annum~~estimation. The ~~note~~Company ~~matured~~valued onthe ~~December~~warrant ~~31, 2009~~ and byconversion ~~agreement~~features ~~was~~using ~~extended to~~an ~~March~~option ~~31,~~pricing ~~2010~~model. ~~Interest~~These ~~accrued~~models atincorporate ~~the~~transaction ~~rate~~details such ofas 8%the ~~annually~~Company’s ~~and~~stock ~~was $13~~price,~~776.64~~ ~~for~~contractual ~~the~~terms, ~~period~~maturity, ~~April~~risk 3free rates, ~~2009~~as ~~(inception)~~well ~~to May~~as ~~31,~~assumptions ~~2010.~~about Onfuture ~~October 17~~financings, volatility, ~~2011~~and ~~the~~holder ~~note~~behavior ~~was~~as ~~paid~~of inthe ~~full~~date ~~along~~of ~~with~~issuance ~~outstanding~~and ~~accrued~~each ~~interest~~balance sheet date.

FTransactions involving related parties cannot be presumed to be carried out on an arm’s-7length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

~~On February 21, 2011, the Company~~It ~~entered~~is ~~in a promissory note for $110~~not,~~000.00~~ ~~The note terms are for 1 year and carry an interest rate of 10% per annum. On February 21~~however, ~~2012,~~practical ~~the~~to ~~holder~~determine of the ~~note~~fair ~~entered~~value ~~into a subscription agreement which provided for the conversion~~ of ~~the~~advances ~~principal~~from ~~and accrued~~stockholders ~~interest~~due onto ~~the~~their ~~note.~~related Asparty ~~of February 29, 2012 the Company had not yet issued the shares~~nature.

On(h) ~~April~~Fair 7,Value ~~2011,~~of ~~the~~Financial ~~Company~~Assets ~~entered in a promissory note for $50,000.00. The note terms are for 1 year~~ and ~~carry~~Liabilities anMeasured ~~interest~~on ~~rate~~a ofRecurring ~~10% per annum.~~Basis

OnThe Company ~~May~~uses Level 3, ~~2011,~~of the ~~Company entered~~fair invalue ahierarchy ~~promissory~~to ~~note~~measure ~~for~~the ~~$75,000.00~~fair ~~with~~value aof ~~related~~the ~~party.~~derivative ~~The~~liabilities ~~note terms are for 1 year~~ and ~~carry~~revalues anits ~~interest rate of~~derivative ~~10%~~liability ~~per~~at ~~annum.~~every Onreporting ~~September~~period ~~16,~~and ~~2011~~recognizes angains ~~additional~~or ~~$10,000~~losses ~~was~~in ~~advanced~~the onstatements ~~this~~of ~~note.~~operations ~~The~~that ~~note~~are ~~and~~attributable ~~accrued~~to ~~interest was~~the ~~assigned~~change byin the ~~holder~~fair onvalue ~~December 7, 2011 and settled with 682,276 shares~~ of ~~our~~the ~~common~~derivative ~~stock~~liability.

OnFinancial assets ~~June~~and 6,liabilities ~~2011,~~measured ~~the~~at ~~Company~~fair ~~entered~~value inon a ~~promissory note~~recurring ~~for~~basis ~~$50,000.00 with a related party. The note terms~~ are ~~for~~summarized 1below ~~year~~ and ~~carry~~disclosed anon ~~interest rate of 10% per annum. The note and accrued interest was assigned by~~ the ~~holder~~balance onsheets ~~December 7, 2011 and settled with 344,840 shares of our common stock.~~as follows:

On June 16, 2011, the Company entered in a promissory note for $40,000.00 with a related party. The note terms are for 1 year and carry an interest rate of 10% per annum. The note and accrued interest was assigned by the holder on December 7, 2011 and settled with 274,411 shares of our common stock.

			Fair Value Measurement Using
August 31, 2012	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative conversion features and warrant liabilities	$	333,135	$	-	$	-	$	333,135	$	333,135

On July 5, 2011, the Company entered in a promissory note for $50,000.00 with a related party. The note terms are for 1 year and carry an interest rate of 10% per annum. The note and accrued interest was assigned by the holder on December 7, 2011 and settled with 342,192 shares of our common stock.F-12

OnBIZZINGO, ~~July~~INC. 5,(A ~~2011,~~Development ~~the~~Stage Company) ~~entered~~Notes into aFinancial ~~promissory note~~Statements ~~for~~For ~~$125,000.00.~~the ~~The~~period ~~note~~from ~~terms~~April ~~are~~3, ~~for~~2009 1(Inception) ~~year~~to ~~and~~August ~~carry~~31, an2012 ~~interest~~(Expressed ~~rate~~in ~~of 10% per annum~~U.S. Dollars)

OnThe table ~~July~~below ~~14,~~provides ~~2011,~~a ~~the~~summary ~~Company~~of ~~entered~~the changes in afair ~~promissory note~~value, ~~for~~including ~~$100,000.00.~~net ~~The~~transfers ~~note~~in ~~terms~~and/or ~~are~~out, ~~for~~of 1all ~~year~~financial assets and liabilities ~~carry~~measured anat ~~interest~~fair ~~rate~~value ofon ~~10%~~a ~~per~~recurring ~~annum~~basis using significant unobservable inputs (Level 3) during the period.

On August 2, 2011, the Company entered in a promissory note for $150,000.00. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense was $1,191.78 for the period ending August 31, 2011. The Holder was also granted 900,000 Series A Warrants, with an exercise price of $0.30 per share, expiring July 31, 2020.

	Fair Value Measurement Using Level 3 Inputs
		Derivative conversion features		Total
Balance, May 31, 2012	$	333,135	$	333,135
Purchases, issuance and settlements		-
Total gains or losses (realized/unrealized) included in net loss		-
Balance, August 31, 2012	$	333,135	$	333,135

On(i) ~~October~~Debt 7,Issue ~~2011,~~Costs ~~the Company entered into a secured promissory note for $250,000 with a related party. The note terms are for 6 months~~ and ~~carry~~Discount anon ~~interest rate of 10% per annum.~~Debt

AAmortized over ~~member~~the life of the ~~Company~~debt ~~loaned~~to $2interest expense. If a conversion,~~046~~ toextinguishment or repayment of the ~~Company~~ onunderlying nodebt ~~terms~~occurs, a proportionate share is expensed.

~~F-8~~(j) Beneficial Conversion Feature

~~Note~~For conventional 6convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. ~~Commitments~~

When the ~~Employment~~Company ~~Agreements~~records a BCF, the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt.

On(k) ~~June~~Derivative 1, 2011 we entered into consulting agreements with each of Mr. Douglas Toth and Mr. Gordon Samson, our CEO and CFO, pursuant to which each has agreed to terms with the Company. Both Mr. Toth and Mr. 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.Instruments

~~Both~~The Company ~~agreements~~evaluates ~~provide~~its ~~that~~convertible ~~Mr.~~debt, ~~Toth~~warrants ~~and~~or ~~Mr.~~other contracts to determine if those contracts or embedded components of ~~Samson~~those ~~are~~contracts ~~eligible~~qualify as derivatives to be separately accounted for anin ~~annual,~~accordance ~~performance~~with ASC 815-~~based~~15. ~~bonus~~The ifresult ~~and~~of ~~when~~this accounting treatment is that the ~~Company~~fair ~~implements~~value anof ~~applicable~~the ~~annual~~embedded ~~incentive~~derivative ~~plan~~is marked-to-market each balance sheet date and recorded as a liability. ~~The~~In ~~Agreements~~the ~~specified~~event that the ~~Compensation~~fair ~~Committee~~value ofis recorded as a liability, the ~~Board~~change in fair value is recorded in the statements of ~~Directors~~operations as ~~would~~other ~~establish~~income ~~such~~or expense. Upon conversion or exercise of a ~~plan~~derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

AsIn circumstances anwhere ~~inducement~~the toembedded ~~enter~~conversion ~~into~~option ~~these~~in ~~Agreements, Mr.~~a ~~Toth~~convertible ~~and~~instrument ~~Mr.~~is ~~Samson~~required ~~will~~to be ~~awarded~~bifurcated ~~not~~and ~~less~~there ~~than~~are ~~1,000,000~~also other ~~shares~~embedded ofderivative ~~our~~instruments ~~common~~in ~~stock under an S-8 plan to be filed. Additionally on~~ the ~~origination~~convertible ofinstrument athat ~~company stock option plan they~~ are ~~each~~required to be ~~awarded stock options~~bifurcated, ~~with~~the abifurcated ~~seven year term, in respect~~derivative ofinstruments ~~3,000,000~~are ~~shares~~accounted ~~of the Company’s common stock. The exercise price~~ for ~~these stock option’s will be the market price at time of grant or such other amount~~ as ~~established by~~ a ~~plan. The options are scheduled to vest in two equal annual installments. If Mr. Toth or Mr. Samson were to terminate their agreements voluntarily without good reason as defined in the agreement~~single, ~~they would~~compound ~~forfeit~~derivative ~~any unvested shares related to this option grant~~instrument.

~~Additionally,~~The classification ~~the~~of ~~termination~~derivative ~~provisions~~instruments, ~~of these~~including ~~agreements,~~whether ~~define~~such ~~“Termination~~instruments ~~for~~should ~~Cause”~~be ~~and~~recorded ~~“Termination~~as ~~for~~liabilities ~~Good~~or ~~Reason”.~~as ~~Included~~equity, inis re-assessed at the ~~Termination for~~end ~~Good~~of ~~Reason~~each ~~clauses~~reporting isperiod. aEquity ~~triggering~~instruments ~~event~~that ~~provision~~are ~~pursuant~~initially toclassified aas ~~“change~~equity ofthat ~~control”.~~become Asubject to ~~triggering~~reclassification ~~event~~are isreclassified ~~defined~~ to ~~include~~liability aat ~~termination~~the fair value of the ~~agreement~~instrument byon the ~~participant~~reclassification ~~following~~date. aDerivative instrument ~~reduction~~liabilities will be classified in ~~position,~~the ~~pay~~balance sheet as current or ~~other~~non-current ~~“constructive termination,”~~based on whether or anot ~~failure~~net-cash bysettlement aof ~~new~~the ~~control~~derivative ~~group~~instrument tois ~~assume~~expected within or12 ~~continue~~months ~~any~~of ~~plan~~the ~~awards~~balance sheet date.

The termination benefit provided to Mr. Toth and Mr. Samson upon an involuntary termination by the Company without cause, or a termination by either Mr. Toth or Mr. Samson for good reason, is a cash severance payment in an amount equal to the sum of (a) the then current base salary and (b) the average of the 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 for which the amount of such bonus has been determined at the date of such termination.F-13

~~To qualify for the cash severance benefit~~BIZZINGO, ~~any~~ applicable bonus amounts and opportunity to vest in unvested equity awards available under a stock option plan following an involuntary termination by the Company without cause, or a termination for good reason, MrINC. ~~Toth~~(A ~~and/or~~Development ~~Mr.~~Stage ~~Samson must execute a release in favor of the~~ Company) ~~and~~Notes ~~agree~~ to ~~provide~~Financial ~~the~~Statements ~~Company~~For ~~with certain consulting services for a period of six months after termination. Additionally, during~~ the period offrom ~~these~~April ~~consulting services~~3, ~~Mr.~~2009 ~~Toth~~(Inception) ~~and/or~~to ~~Mr.~~August ~~Samson~~31, ~~must~~2012 ~~also~~(Expressed ~~agree~~in ~~not to provide any services to entities that compete with any of the Company’s business~~U.S. Dollars)

~~These~~(l) ~~agreements~~Share-based ~~became effective June 1, 2011 and have stated terms through May 31, 2012.~~payments

~~On November 11~~Generally, ~~2011, the Company and Douglas Toth~~ ~~amended~~all ~~and~~forms ~~superceded~~of ~~the~~share-based ~~June 1~~payments, ~~2011~~including ~~consulting~~stock ~~agreement~~option ~~with~~grants, anwarrants, ~~Employment~~restricted ~~Agreement~~stock ingrants ~~which~~and ~~Douglas~~stock ~~Toth~~appreciation ~~will serve as Chairman~~rights ~~and~~are ~~Chief~~measured ~~Executive~~at ~~Officer~~their offair ~~the~~value ~~Company.~~on ~~The term of~~ the ~~Agreement~~awards’ ~~ends~~grant ~~May 31~~date, ~~2012.~~based ~~Compensation~~on ~~under~~ the ~~plan~~estimated ~~will~~number ~~remain at~~of ~~$240,000~~awards ~~per~~that ~~annum~~are ~~with~~ultimately expected ~~a right~~ to ~~earn~~vest. ~~incentive~~Share-based compensation. Inawards ~~addition~~issued ~~Mr.~~to ~~Toth~~non-employees ~~will~~for ~~receive~~services arendered ~~stock~~are ~~award~~recorded ofat ~~2,000,000~~either the fair ~~shares~~value of ~~common~~the ~~stock~~services onrendered or ~~after~~the ~~January~~fair 1,value ~~2012.~~of ~~Further,~~the ~~Mr.~~share-based ~~Toth~~payment, ~~will~~whichever beis ~~granted~~more ~~5,000,000~~readily ~~options~~determinable. toThe ~~purchase~~expense resulting ~~company~~from ~~stock. The~~share-based ~~options~~payments ~~will~~is ~~vest~~recorded as ~~follows:~~general ~~50%~~and ~~shall~~administrative ~~vest~~expense. onStock ~~June~~based ~~30,~~compensation ~~2011,~~expense ~~and~~for the period ~~remaining~~ended ~~50%~~August ~~shall~~31, ~~vest~~2012 ~~pro-rata~~and ~~monthly~~2011 ~~from~~amounted ~~June 2011~~to ~~through~~$505,047 ~~May~~and ~~2012~~$0.00 respectively.

On(m) ~~August 19, 2011, Gordon Samson resigned as Director and CFO of the Company.~~Revenue

~~Joint~~The Company ~~Venture~~records ~~Agreement~~revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company currently is in the development stage and has not generated any revenue since its inception.

On(n) February 9, 2012, the Company entered into Joint Venture Agreement with Sun Enterprises Group, Ltd., a Cayman company. The parties have agreed to establish a Hong Kong joint venture entity, wherein each participant will have an equal equity ownership and ownership rights. The joint venture entity may establish a wholly owned operating company domiciled in the Peoples Republic of China.Advertising

The ~~purpose of the joint venture is to provide~~ ~~SaaS~~Company ~~(Software~~expenses asadvertising awhen ~~service)~~incurred. ~~products~~Advertising toexpense ~~Chinese~~for ~~businesses~~the byperiod ~~delivering~~ended ~~collaborative~~August ~~intranet~~31, ~~abilities~~2012 and ~~connectivity~~2011 ~~to international~~was ~~businesses~~$0 ~~through~~and ~~the~~$0, ~~Bizzingo B2B social networking platform~~respectively. ~~This operation will be developed in the PRC through the PRC subsidiary.~~

~~The~~(o) ~~Company,~~Income in addition to other contributions, has agreed to issue a royalty free license to the joint venture for the technology surrounding its B2B social networking platform on an exclusive basis for the territory of PRC, Hong Kong, Macau Special Administrative Zone, and Taiwan. In addition, the joint venture entity may act as non-exclusive agent to market, sell and distribute the Bizzingo technology outside the described territory.Taxes

~~F-9~~Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A 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.

~~Sun~~Deferred tax ~~Enterprises,~~assets ~~among~~are ~~other~~reduced ~~contributions, has~~by ~~agreed~~a tovaluation ~~provide~~allowance towhen, in the ~~joint~~opinion ~~venture~~of management, ait ~~management~~is ~~team~~more ~~and~~likely than not that some portion of all of the ~~marketing~~deferred ~~expertise,~~tax asassets ~~well~~will asbe ~~communications~~realized. ~~support,~~Deferred tax assets and liabilities are adjusted for the effects of changes ~~media~~in ~~relationships~~tax ~~along~~laws ~~established~~and ~~sales~~rates ~~channels~~on the date of enactment.

~~Consulting~~(p) ~~Agreements~~Net Loss per Share

OnNet loss ~~December~~per ~~01,~~share ~~2010,~~is wecomputed ~~entered~~by ~~into~~dividing anet ~~consulting~~loss attributable to common stockholders by the weighted average number of shares of ~~agreement~~common ~~with~~stock ~~Groupmark~~outstanding ~~Financial~~during ~~Services~~the ~~Ltd~~applicable period. Diluted loss per share is determined in the same manner as basic loss per share, ~~providing~~except ~~for~~that ~~$10~~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,~~000~~ all potentially dilutive securities were excluded from the computation of diluted loss per ~~month~~share ~~for~~since ~~services~~the ~~rendered~~effect ~~each~~of ~~month~~including them is anti-dilutive.

~~The Company has a consulting agreement with an accounting firm to provide accounting and financial reporting services for $7,000 per month~~F-14

~~On September 21~~BIZZINGO, ~~2011,~~INC. ~~the Company entered into a two year agreement with Creative Processing, Inc~~ (~~“CP”)~~A toDevelopment ~~provide~~Stage ~~advertising and marketing services. CP is to be compensated for its services with 2,400,000 shares of~~ Company) ~~common~~Notes ~~stock,~~ to beFinancial ~~issued~~Statements ~~over~~For athe ~~one year~~ period~~. In addition~~ ~~the~~from ~~Company~~April ~~will issue CP 2~~3,~~400,000~~ ~~stock~~2009 ~~purchase~~(Inception) ~~warrants~~to ~~with~~August an31, ~~exercise~~2012 ~~price~~(Expressed ofin $0U.~~20 per share~~S. Dollars)

~~On September 23, 2011 the Company entered into a two year agreement with Wall & Madison, LLC~~ (~~“Wall”~~q) toSubsequent ~~provide business development and marketing services. The Company will compensate Wall $10,000 per month relating to this agreement.~~Events

OnThe Company ~~October~~follows 7,the ~~2011,~~guidance ~~the~~in ~~Company entered~~Section ~~into~~855-10-50 aof ~~two~~the ~~year~~FASB ~~agreement~~Accounting ~~with~~Standards ~~David~~Codification ~~Shamouelian,~~for athe ~~Director~~disclosure of ~~the~~subsequent events. The Company, towill ~~provide~~evaluate ~~marketing~~subsequent ~~services.~~events ~~Mr.~~through ~~Shamouelian is~~the ~~one~~date ofwhen the ~~most~~financial ~~respected~~statements ~~names~~are inissued. Pursuant to ASU 2010-09 of the ~~fashion~~FASB ~~industry.~~Accounting HeStandards isCodification, tothe beCompany ~~compensated~~as ~~for~~an ~~his~~SEC ~~services~~filer ~~with~~considers ~~3,200,000~~its ~~shares~~financial ofstatements issued when ~~Company~~they ~~common~~are ~~stock,~~widely distributed to beusers, ~~issued~~such ~~over~~as athrough 18filing ~~month~~them ~~period~~on EDGAR.

~~On October 17, 2011, the Company~~Recent ~~entered~~accounting into a services agreement with BPG Worldwide, an award-winning Internet software development firm. BPG will provide technology services to further develop and launch Bizzingo’s B2B search and social media platform. The Company will be billed monthly for these services on a time and material basis.pronouncements

~~On December 1, 2011, the Company~~There ~~engaged~~are ~~Advance~~no ~~Ventures,~~recent ~~LLC~~accounting ~~(“Advance”),~~pronouncements ~~based~~that inare ~~Silicon~~expected ~~Valley,~~ to ~~provide~~have ~~venture~~a ~~development~~material ~~services,~~effect ~~including guidance~~ on ~~recruitment, business development and enhancing strategic relationships in Silicon Valley. The Company will compensate Advance $10,000 per month relating to this agreement. In addition,~~ the ~~parties amended the agreement in March 2012, wherein the~~ Company’s ~~agreed~~financial ~~to issue 100,000 shares of common stock to Advance~~statements.

OnNote ~~February 5, 2012, the Company entered into a two year agreement with SB Acquisiton #1 (“SB”) to provide advertising and marketing services~~3. ~~SB is to be compensated for its services with 1,550,000 shares of Company common stock, to be issued over a one year period.~~Intangible

~~Placement~~The Company ~~Agent~~has valuation reports from Cethial Bossche Content Network (Montreal, Canada) dated January 22, 2007 and ~~Advisory~~Copiliot Partners ~~Services~~(France) dated January 19, 2007. The two firms have placed a valuation of between €9.5 and €17 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 of that date.

OnIn April ~~September 15~~2012, ~~2011~~ the Company ~~entered~~acquired ~~into a~~certain ~~one~~shortcode ~~year~~technology ~~agreement~~of ~~with Ocean Business Solutions Group~~IntroMe, ~~LLC~~Inc ~~(“Ocean”)~~which ~~and~~will ~~Ocean~~allow ~~Cross~~Bizzingo ~~Capital~~to ~~Markets,~~extend ~~LLC~~its ~~(“OCCM”)~~B2B platform to ~~provide~~mobile ~~business~~devices. ~~consulting~~As ~~and~~consideration ~~capital~~for ~~placement~~the ~~services.~~acquisition ~~The~~of ~~Company~~the ~~will~~technology, ~~pay~~the ~~Ocean~~Company apaid ~~monthly~~IntroMe ~~management~~Inc., ~~fee~~the ofsum of $375,000, ~~starting on~~issued ~~October~~a ~~1st~~convertible ~~2011~~note ~~for~~in athe ~~period~~principal amount of ~~twelve~~$75,000 ~~months.~~bearing Ininterest ~~addition~~at ~~the~~8% ~~Company~~per ~~issued~~annum ~~275,000~~and ~~stock~~a common stock purchase ~~warrants~~warrant to ~~Ocean~~acquire at4.08 ~~the execution~~million shares of ~~the~~common ~~agreement~~stock. ~~The~~(See ~~Company~~Note ~~will~~4) ~~pay~~As ~~OCCM~~the ~~ten~~Company ~~percent~~did ~~(10%)~~not ofobtain ~~any~~a ~~gross~~third ~~proceeds~~party valuation ~~received~~report byat the ~~Company~~end inof ~~connection with~~ the ~~portion~~fiscal ofyear ~~any~~ended ~~Financing~~May ~~placed~~31, by2012, ~~OCCM~~we infully ~~which~~impaired ~~securities~~the ~~are~~$1,565,989 ~~issued~~carrying byvalue ~~the~~of ~~Company~~this intellectual property as of that date.

~~F-10~~Amortization expense related to the Shortcode technology for the period ended August 31, 2012 and 2011 was $0 and $0, respectively.

OnNote ~~February 10, 2012 the Company entered into a one year agreement with Brean Murray, Carret & Co~~4., aAsset FINRA registered broker-dealer (“BMC”),as its exclusive corporate finance advisor and investment banker. Upon execution of the agreement, the Company is to issue BMC a non-refundable retainer consisting of 650,000 shares of Company Common Stock.to provide business consulting and capital placement services. The Company shall also pay BMC seven percent (7%) of any gross proceeds received by the Company in connection with a public or private offering of equity including convertible debt and convertible preferred equity. In the event of a private offering of debt BMC’s fee will be based on a percentage of the gross proceeds raised or commitments provided as follows: three percent (3%) with respect to senior debt and five percent (5%) with respect to nonconvertible subordinated debt. BMC will receive three percent (3%) of the consideration received or paid in a sale or merger transaction involving the Company. In addition BMC will receive a warrant allowing it to purchase, at its options, identical securities to those purchased by and/or issued or granted to investors in such transactions, in an amount equal to 7% of equity offerings and 5% of subordinated debt.Acquisition

On April ~~February29~~30, 2012, the Company entered into an ~~agreement~~Asset ~~with~~Purchase ~~Monarch~~Agreement ~~Bay~~with ~~Associates~~IntroMe, ~~LLC.,~~Inc ~~a FINRA registered broker-dealer~~ (the “~~MBA~~Seller”),as ~~its~~and ~~non-exclusive placement~~all ~~agent,~~the onshareholders ~~a non-exclusive basis, with respect to finding investors. The Company shall compensate MBA nine percent (9%)~~ of ~~gross proceeds received by~~ the ~~Company~~Seller ~~in connection with a public or private offering of equity including convertible debt and convertible preferred equity~~ (the “~~Financing~~Shareholders”).; Insetting ~~addition~~forth ~~MBA will receive a warrant allowing it to purchase nine percent (9%) of~~ the ~~total~~acquisition ~~number~~certain oftechnology ~~shares~~ of ~~common stock issued and issuable by the Company to investors under and in connection with the~~ ~~Financing. In addition the Company will issue 200~~IntroMe,~~000~~ ~~stock purchase warrants at the successful completion of a financing at $0~~Inc.~~15 per share.~~

~~Note~~Pursuant to 7the terms of the Purchase Agreement, the Company acquired certain technology of the Seller in exchange for the sum of $75,000, the issuance of a promissory note, convertible into shares of our common stock, $0. ~~Options~~001 par value at a per share conversion price of the closing price of the Company’s common stock on the conversion date, subject to certain adjustments, in the amount of $75,000,and common stock purchase warrants of the Company which shall enable Seller to acquire 4,080,000 shares of common stock, $0.001 par value, of the Company at $0.34 per share exercise price.

~~During the 9 months ended~~Total ~~February~~price ~~29,~~paid ~~2012,~~for the ~~Company~~Seller’s ~~issued~~assets ~~Directors,~~in ~~Officers and Consultants a total of 10,750,000 stock options under~~ the ~~2011 Stock~~acquisition ~~Option~~was Plan The Company valued the options utilizing an option model and are expensing the options over the vesting periods. The exercise price of the options were issued at fair market value on the date of grant and range from $~~0.16 to $0.33. All options have a term of 10 years. The Company recorded an expense of $~~1,~~170~~565,~~427 during the nine months ended February 29, 2012~~989.

~~Note 8. Warrants~~F-15

~~The~~BIZZINGO, ~~value~~INC. of(A ~~the~~Development ~~warrants~~Stage ~~have~~Company) ~~been~~Notes ~~calculated using~~to ~~the~~Financial ~~Black–Scholes~~Statements ~~method~~For ~~as of~~ the ~~date~~period offrom ~~grant~~April ~~based~~3, on2009 ~~the~~(Inception) ~~following~~to ~~assumptions:~~August an31, ~~average~~2012 ~~risk~~(Expressed ~~free~~in ~~rate of 1~~U.~~00%; a dividend yield of 0~~S.~~00%;~~ ~~a cumulative volatility factor of the expected market price of the Company’s common stock of 275.06%; and an expectedlife of 9 years.~~Dollars)

~~On May 20, 2010, we entered into a Unit Purchase~~The ~~Agreement~~following ~~with~~sets aforth ~~single accredited investor (~~the ~~May~~components ~~20th Purchaser) pursuant to which the May 20th Purchaser purchased 10.74074 Units (“Units”) 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 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 May 20th Purchaser received 1,933,333 shares of common stock; a Series A Warrant to purchase 966,667 shares of common stock; and a Series B Warrant to purchase 966,666 shares of common stock.:

On 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 were 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 their note to receive the equivalent amount of the face amount of such note in Units with the consideration of the 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; a Series A Warrant to purchase 3,257,154 shares of common stock; and a Series B Warrant to purchase 3,257,154 shares of common stock.

Purchase Price:
Convertible notes issued to seller	$	75,000
Cash paid		75,000
Fair value of common stock warrants		1,367,837
Fair value conversion option		48,152
Total purchase price		1,565,989
Assets acquired
Acquired technology		1,565,989
Total assets acquired		1,565,989
Excess purchase price	$	-

~~F-11~~The intangible assets acquired were deemed fully impaired by the Company at May 31, 2012.

OnNote ~~June 8, 2010, we entered into a Unit Purchase Agreement with a single accredited investor pursuant to which the Purchaser purchased 7~~5.~~4074~~ ~~Units~~Notes at a Purchase Price of $27,000 per Unit for an aggregate purchase price of $200,000. Each Unit purchased consisted of (a) one hundred eighty thousand (180,000) shares of the Company’s common stock, par value $0.001 per share (“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”, together with the Series A Warrants, the “Warrants”) to purchase ninety thousand (90,000) shares of Common Stock at an exercise price of $0.60 per share. Accordingly, Purchaser received 1,333,333 shares of Common Stock (the “Shares”); a Series A Warrant to purchase 666,666 shares of Common Stock and a Series B Warrant to purchase 666,667 shares of Common Stock.Payable

~~On July 16, 2010, we entered into a Unit Purchase~~A ~~Agreements~~member ~~with~~of ~~13 accredited investors pursuant to which~~ the ~~Purchasers~~Company ~~purchased~~loaned ~~14 Units at a Purchase Price of~~ $27200,000 ~~per Unit~~to ~~for~~the anCompany ~~aggregate~~pursuant ~~purchase~~to ~~price of $378,000. Each Unit purchased consisted of (~~a) ~~one hundred eighty thousand~~ Note(~~180,000~~s) ~~shares of~~Payable ~~the~~Agreement ~~Company’s~~dated ~~common~~August ~~stock~~10, ~~par value $0~~2009.~~001~~ ~~per~~The ~~share~~loan ~~(“Common Stock”); (b) aSeries A Warrant (the “Series~~terms Ainclude ~~Warrants”)~~a ~~to purchase ninety thousand (90~~$16,000) ~~shares~~interest ofbonus ~~Common~~and ~~Stock~~accrues atsimple aninterest ~~exercise~~at ~~price~~a rate of ~~$0.30~~8% per ~~share;~~annum. ~~and~~The ~~(c) a~~note ~~Series~~matured Bon ~~Warrant~~December ~~(the “Series B Warrants”~~31, ~~together~~2009 and ~~with~~by ~~the~~agreement ~~Series~~was Aextended ~~Warrants, the “Warrants”)~~ to ~~purchase ninety~~March ~~thousand (90~~31,~~000)~~ ~~shares~~2010. ofInterest ~~Common~~accrued ~~Stock~~ at anthe ~~exercise~~rate ~~price~~ of ~~$0.60~~8% ~~per~~annually ~~share.~~and ~~Accordingly,~~was ~~in total~~$13,776.64 ~~purchasers~~for ~~received~~the period 2April 3,~~520,000~~ ~~shares~~2009 ~~of Common Stock~~ (~~the “Shares”~~inception); ~~a Series A Warrant~~ to ~~purchase~~May 131,~~260,000~~ ~~shares~~2010. ofOn ~~Common~~October ~~Stock~~17, ~~and a~~2011 ~~Series~~the Bnote ~~Warrant~~was topaid ~~purchase~~in ~~1,260,000~~full ~~shares~~along ofwith ~~Common~~outstanding ~~Stock~~accrued interest.

~~Southridge~~On February ~~Investment~~21, ~~Group~~2011, ~~LLC.~~the anCompany ~~SEC~~entered ~~Registered Broker/Dealer,~~in ~~Member~~a ~~FINRA/SIPC~~promissory ~~(“Southridge”)~~note ~~acted~~for as$110,000.00 ~~placement~~The ~~agent~~note interms ~~connection~~are ~~with~~for ~~the~~1 ~~sale~~year ofand ~~the~~carry ~~13 Units~~an ~~referred~~interest torate ~~above~~of in10% ~~the~~per ~~preceding paragraph~~annum. ~~Southridge~~On ~~received~~February ~~$22~~15,~~140~~ in2012, ~~commissions~~the ~~and~~holder ~~expenses~~of ~~and~~the ~~54,000~~note ~~Series~~entered Ainto ~~Warrants and~~a ~~54,000~~subscription ~~Series~~agreement Bwhich provided ~~Warrants.~~for Wethe ~~also~~conversion ~~paid~~of ~~$3,500~~the inprincipal ~~escrow~~and ~~fees.~~accrued ~~The~~interest ~~net~~on ~~proceeds of~~ the ~~offering~~note. ~~after~~On ~~payments~~March of6, 2012 the ~~commissions and~~note ~~expenses~~was ~~and~~settled ~~escrow~~with 1,203,972 ~~fees~~shares ~~were~~of ~~approximately~~our ~~$352,360~~common stock.

In On April ~~2010~~7,~~the~~ ~~Company entered into an Exchange Agreement with Professional Capital Partners~~2011, ~~Ltd.(“PCP”), pursuant to which~~ the Company ~~and~~entered ~~PCP~~in ~~agreed~~a topromissory ~~exchange 5,325,824~~note ~~shares of the Company’s common stock (the "Original Shares")~~ for $150,000~~,000 worth of Units in its next financing~~.00. The ~~Company~~note ~~has~~terms ~~offered~~are ~~and~~for ~~sold~~1 ~~Units~~year inand acarry ~~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~~interest ~~price of $0.30 per share; and (iii)~~rate ~~a Series B Warrant to purchase 90,000 shares~~ of ~~common~~10% ~~stock at an exercise price of $0.60~~ per ~~share~~annum. On ~~June~~February 2215, ~~2010~~2012, ~~PCP~~the ~~exercised this~~holder ~~Exchange Agreement and exchanged its Original Shares for 37 Units. As a result, PCP received 6,660,000 shares~~ of ~~common~~the ~~stock; a~~note ~~Series~~entered Ainto ~~Warrant to purchase 3,330,000 shares of common stock; and~~ a ~~Series~~subscription Bagreement ~~Warrant~~which toprovided ~~purchase~~for ~~3,330,000 shares of common stock in exchange of 5,325,824 and net of shares of common stock of~~ the ~~company.A financing expense of $1,000,632 was recorded~~conversion as of ~~May 31, 2010 as a stock issuance liability with~~ the ~~exercise~~principal ofand ~~the~~accrued ~~exchange~~interest ~~agreement~~ on ~~June 22, 2010 as this cost became known.The financing cost was determined using~~ the ~~last price of $0~~note.75 asOn ~~reported~~March ~~on OTCBB.com on June 11~~6, ~~2010~~2012 ~~prior to~~ the ~~June 22,~~note ~~2010~~was ~~exercise~~settled ~~date,~~with ~~on the additional 1~~542,~~334,176~~191 shares of our common stock ~~issued to PCP pursuant to the Exchange Agreement~~.

On May ~~August 5~~3, 2011, ~~900~~the Company entered in a promissory note for $75,000.00 ~~Series~~with Aa ~~warrants~~related ~~were~~party. ~~granted~~The tonote ~~the~~terms are for 1 year and carry ~~Holder~~an interest rate of a10% per annum. On September 16, 2011, an additional $10,000 was advanced on this note. The note and accrued interest was assigned by the holder on December 7, 2011 and settled with 682,276 shares of our common stock.

~~The~~On June ~~Company~~6, ~~analyzed~~2011, the ~~beneficial~~Company ~~nature of~~entered ~~the~~in 11a promissory note for $50,~~379,488~~000.00 ~~Series~~with Aa ~~Warrants~~related party. The note terms are for 1 year and carry an interest rate of 10~~,479,488~~% ~~Series~~per Bannum. ~~Warrants~~The ~~based~~note onand accrued interest was assigned by the ~~conversion~~holder ~~terms~~on ~~described~~December ~~above~~7, 2011 and ~~determined~~settled ~~that~~with no344,840 ~~material~~shares ~~beneficial~~of ~~conversion~~our ~~feature~~common ~~exists~~stock.

~~For certain of the~~On ~~Purchasers~~June ~~described~~16, ~~above~~2011, the ~~Unit Purchase Agreement granted Registration Rights which contained certain rights which included Liquidated Damages. “The~~ Company ~~will~~entered bein ~~obligated to pay investor~~ a ~~fee~~promissory ~~equal~~note tofor 1$40,000.0%00 ~~(which will~~with ~~increase~~a torelated 2party.0% ~~after~~The ~~the~~note ~~first~~terms 30are ~~days) of such investor's purchase price~~ for ~~each~~1 30year ~~day period (pro-rated for partial~~and ~~periods);~~carry ~~provided~~an that such damages shall be capped at 12% of such investor’s total purchase price.If the 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 1810% per annum. ~~(or~~The ~~such~~note ~~lesser~~and ~~maximum~~accrued ~~amount that~~interest iswas ~~permitted~~assigned ~~to be paid~~ by ~~applicable~~the ~~law)~~holder toon ~~the~~December ~~Holder~~7, ~~accruing~~2011 ~~daily~~and ~~from the date such partial liquidated damages are~~settled ~~due~~with ~~until such amounts~~274,411 ~~plus~~shares ~~all such interest thereon, are paid in full.We have not yet filed a Registration Statement, we have a certain number~~ of ~~the~~our ~~Purchaser’s~~common ~~who are entitled to Liquidated Damages as described herein~~stock. ~~Accordingly, we have accrued an interest expense as Liquidated Damages for those Purchaser’s that this applies to. We expect to file a Registration Statement in the near term.~~

F-1216

OnBIZZINGO, ~~September~~INC. ~~21,~~(A ~~2011,~~Development ~~the~~Stage Company) ~~issued~~Notes ato ~~public~~Financial ~~relations~~Statements ~~firm 2,400,000~~For ~~stock purchase warrants with a 2 year term and a strike price of $0.20. The Company valued~~ the ~~warrants~~period ~~using~~from anApril ~~option pricing~~3, ~~model~~2009 ~~and~~(Inception) isto ~~expensing~~August ~~the $407~~31,~~778~~ ~~fair~~2012 ~~value~~(Expressed ~~over~~in ~~the vesting term of the warrant~~U.S. Dollars)

On July ~~October 29~~5, 2011, the Company ~~issued~~entered in a ~~consulting~~promissory ~~firm~~note ~~275~~for $50,000 ~~stock~~.00 ~~purchase warrants~~ with a 5related ~~year~~party. ~~term~~The note terms are for 1 year and carry aan ~~strike~~interest ~~price~~rate of $010% per annum.~~33.~~ The ~~Company~~note ~~valued~~and ~~the~~accrued ~~warrants~~interest ~~using~~was anassigned ~~option~~by ~~pricing model~~the ~~and~~holder ison ~~expensing~~December ~~the $33~~7,~~805~~ ~~fair~~2011 ~~value~~and ~~over~~settled with ~~the~~342,192 ~~vesting~~shares ~~term~~ of ~~the~~our ~~warrant~~common stock.

On July ~~November 11~~5, 2011, the Company ~~issued~~entered in a ~~public~~promissory ~~relations~~note ~~firm 150~~for $125,000.00. ~~stock~~The ~~purchase~~note ~~warrants~~terms ~~with~~are afor 101 year ~~term~~ and acarry ~~strike~~an ~~price~~interest rate of $010% per annum.~~25.~~ ~~The~~On ~~Company~~February ~~valued~~15, 2012, the ~~warrants~~holder ~~using~~of anthe ~~option~~note entered into a subscription agreement which provided for the conversion ~~pricing~~of ~~model~~the principal and isaccrued ~~expensing~~interest on the ~~$30,202~~note. ~~fair~~On ~~value~~March ~~over~~6, 2012 the ~~vesting~~note ~~term~~was settled with 1,327,054 shares of ~~the~~our ~~warrant~~common stock.

~~Note~~On July 914, 2011, the Company entered in a promissory note for $100,000. ~~Common~~00. ~~Stock~~The note terms are for 1 year and carry an interest rate of 10% per annum. On February 15, 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. On March 6, 2012 the note was settled with 1,057,753 shares of our common stock.

~~The acquisition of PhreadzLLC and UDM by the~~On ~~Company~~August on2, ~~April 27~~2011, ~~2010 was accounted for as a recapitalization by~~ the Company. ~~The~~entered ~~recapitalization~~in ~~was the merger of two private LLCs into~~ a ~~non-operating~~promissory ~~public~~note ~~shell~~for ~~corporation (the Company) with nominal net assets and as such is treated as a capital transaction~~$150, ~~rather than a business combination~~000.00. The ~~transaction~~note isterms ~~the~~are ~~equivalent~~for to1 ~~the~~year ~~issuance~~and ofcarry ~~stock~~an ~~by the private company for the net~~interest ~~monetary~~rate ~~assets~~ of ~~the~~10% ~~shell~~per ~~corporation~~annum. ~~The~~Interest ~~pre-acquisition~~expense ~~consolidated~~was ~~financial~~$1,191.78 ~~statements~~for ~~of Phreadz LLC and UDM are treated as~~ the ~~historical~~period ~~financial~~ending ~~statements~~August of31, ~~the consolidated Company~~2011. ~~Therefore~~The ~~the~~Holder ~~capital~~was ~~structure~~also ofgranted ~~the consolidated enterprise~~900,000 ~~being~~Series ~~the~~A ~~capital structure of the legal parent~~Warrants, iswith ~~different~~an ~~from~~exercise ~~that~~price ~~appearing in the financial statements~~ of ~~PhreadzLLC~~$0.30 ~~and UDM~~per inshare, ~~earlier~~expiring ~~periods~~July ~~due~~31, ~~to the recapitalization~~2020.

1On October 7, 2011, the Company entered into a secured promissory note for $250,000 with a related party. The note terms are for 6 months and carry an interest rate of 10% per annum. On April 302, ~~2009~~2012, 1the holder of the note entered into a subscription agreement which provided for the conversion of the principal and accrued interest on the note. As of May 31,~~920,000~~ ~~shares~~2012 ~~were~~the Company had not yet issued ~~for~~the ~~property~~shares.

2.A member Onof ~~May~~the ~~28,~~Company ~~2009,~~loaned 12$2,~~480,000~~046 ~~shares~~to ~~were~~the ~~issued~~Company ~~for~~on ~~cash~~no terms.

3Note 7. OnConvertible ~~August~~Notes ~~25, 2009, 23,136,000 shares were issued for cash.~~Payable

~~4. On March 10, 2010, 5,782,400 shares were issued for cash.~~7-a

5. On April 27, ~~2010~~2012, 42in connection with an asset acquisition,~~700~~ the Company issued a convertible note to IntroMe, Inc. in the principal amount of $75,000, ~~were~~which ~~issued~~is convertible into shares of the Company’s common stock, and 32warrants to purchase 4,~~712~~080,~~176~~000 shares ~~were~~of ~~cancelled~~common ~~upon~~stock ~~recapitalization~~with ~~due~~an toexercise ~~the~~price ~~reverse~~of ~~merger~~$0.34 per share of $75,000 to IntroMe, Inc. (See Note 4)

6The convertible note has a term of eleven months and accrues interest at 8% per annum. OnThe ~~May~~Company 20is required to make ten equal, consecutive ~~2010~~monthly payments of $7,500 on the first day of each month commencing with June 1,~~933~~ 2012. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid,~~333~~ to convert any outstanding and unpaid principal portion thereof into shares ~~were~~of ~~issued~~common stock at $0a per share conversion price of the closing price of the Company’s common stock on the conversion date.15 ~~for~~The ~~cash~~conversion price and number and kind of shares to be issued upon conversion of the convertible notes are subject to adjustment from time to time as more fully described in the convertible notes. At August 31, 2012, $~~290~~50,~~000~~825.00 was outstanding.

~~7. On May 31, 2010, 6,514,310 shares were issued in settlement of $892,147.34 in notes assigned to the Company with one note~~F-~~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.~~17

8BIZZINGO, INC. On(A ~~June~~Development 8,Stage ~~2010~~Company) ~~1,333,333~~Notes ~~shares~~to ~~were~~Financial ~~issued~~Statements atFor ~~$0.15~~the ~~for~~period ~~cash~~from ofApril ~~$200~~3,00 2009 (Inception) to August 31, 2012 (Expressed in U.S. Dollars)

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

~~10.~~Due to Onthe ~~July~~fact 16that these convertible notes have an option to convert at a variable amount, ~~2010~~they 2are subject to derivative liability treatment. The Company has applied ASC No. 815,~~520,000~~ due to the potential for settlement in a variable quantity of shares. ~~were~~The ~~issued~~convertible notes have been measured at ~~$0.15~~fair ~~for~~value ~~cash~~using an option pricing model at period end with gains and losses from the change in fair value of ~~$378,000~~derivative liabilities recognized on the statements of operations.

~~11.~~The convertible Onnotes, ~~November~~when 1issued, ~~2010~~gave ~~1,080,000~~rise ~~shares~~to ~~were~~a ~~issued~~derivative atliability ~~$0.15~~which ~~for~~was ~~cash~~recorded as a discount to the notes of $~~162~~48,~~000~~152.

12The embedded derivative of the convertible notes was re-measured at May 31, 2012 yielding a gain on change in fair value of the derivatives of $2,095 for the period ended May 31, 2012. OnFor ~~December~~the 3period June 1, ~~2010~~2012 ~~720~~to August 31,~~000~~ ~~shares~~2012 ~~were~~no ~~issued~~change atwas $0made to the note value or derivative liability.15 ~~for~~The ~~cash~~derivative value of the convertible notes at August 31, 2012 carried a derivative liability at fair value of $~~108~~46,~~000~~058.

~~13.~~As of OnMay ~~January~~ 31, ~~2010~~2012, byaccrued ~~resolution~~and ~~the~~unpaid ~~Board~~interest ~~caused~~under ~~2,000,000~~the ~~shares~~Note towas ~~be issued for services~~$1,799.88.

~~14. On March 15, 2011 2,500,000 shares were issued for an asset acquisition (Zonein2 code)~~Warrants

15Each of the warrants issued to the Introme Inc. Onhas ~~July~~a ~~27,~~term ~~2011~~of 6six years from April 27,~~460,800~~ ~~shares~~2012 and were ~~surrendered~~fully tovested on the ~~Company~~date byof aissuance. The ~~former~~warrants ~~CEO~~are ~~and~~exercisable ~~cancelled~~at $0.34 per share.

~~16. On September 7~~The warrants, ~~2011,~~when ~~the Company~~ issued ~~611~~,~~512~~ ~~shares~~gave rise to athe ~~vendor~~allocation toof ~~settle~~$1,367,837 anfair ~~accounts~~value ~~payable~~into in the ~~amount~~asset ofpurchase ~~$91,726~~price.~~85.~~ (See Note 4)

~~17.~~As of OnAugust ~~December 7~~31, ~~2011~~2012 2warrants to purchase 4,~~500~~080,000 shares ~~were~~of ~~issued~~Company atcommon ~~$0.10~~stock ~~for~~remain ~~cash of $250,000~~outstanding.

~~18. On December~~ 7~~, 2011 800,000 shares were issued for services~~-b

~~19.~~ On May ~~December 7~~10, ~~2011 1~~2012,~~643,719~~ ~~shares~~the ~~were~~Company issued a convertible note to ~~settle~~Telperion ~~notes~~Holdings ~~and~~LTD. ~~accrued~~(the ~~interest~~“Holder”) in the ~~amounts~~principal amount of $~~225~~100,000, and $on June 21,~~558~~ 2012 the Company issued a second convertible note for $13,000, ~~respectively~~to the same Holder both of which are convertible into shares of the Company’s common stock, and warrants to purchase 1,000,000 shares of common stock each with an exercise price of $0.10 per share.

20The convertible note has a term of twelve months and accrues interest at 8% per annum. OnThe ~~December~~holder 7,of ~~2011~~the 50convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid,~~000~~ to convert any outstanding and unpaid principal portion thereof into shares ~~were~~of common stock at a conversion price of $0.10 per share. The conversion price and number and kind of shares to be issued inupon ~~connection~~conversion ~~with~~of athe ~~note~~convertible ~~extension~~notes are subject to adjustment from time to time as more fully described in the convertible notes.

~~21. On February 1, 2012, 1,250,000 shares were issued at $0.10 for cash of $125,000~~Conversion Feature

~~F-13~~Due to the fact that these convertible notes have full reset adjustments based upon the issuance of equity securities by the Company in the future, they are subject to derivative liability treatment under ASC No. 815. The convertible notes have been measured at fair value using an option pricing model at period end with gains and losses from the change in fair value of derivative liabilities recognized on the statements of operations.

~~Note~~The convertible ~~10. Preferred~~notes, ~~Stock~~when issued, gave rise to a derivative liability which was recorded as a discount to the notes of $100,000 and interest expense of 102,557.

On July 14, 2011, we amended our Articles of Incorporation to authorize 100,000,000 shares of preferred stock, $0.001 par value. The amendment was approved by a majority of our shareholders. The preferred stock can be created in one or more classes having such designations, preferences, and relative, participating, optional, or other rights (including preferential voting rights), and qualifications, limitations, and/or restrictions thereof, all as may be determined by from time to time by the Board of Directors of the Corporation (the "Charter Amendment"). This type of preferred stock is known as “blank check” preferred.F-18

~~Note~~BIZZINGO, 11INC. ~~Contingencies~~ (A Development Stage Company) Notes to Financial Statements For the period from April 3, 2009 (Inception) to August 31, 2012 (Expressed in U.S. Dollars)

~~There is~~The ~~currently~~embedded aderivative ~~dispute~~of ~~that~~the ~~arose~~convertible ~~approximately~~notes ~~August~~was ~~14, 2010, between former Phreadz~~re-~~division~~measured ~~President~~at ~~Jonathan~~May ~~Kossmann~~31, ~~and~~2012 ~~Phreadz, regarding~~yielding ~~certain~~a ~~intellectual~~gain ~~property~~on ~~and~~change ~~confidential~~in ~~information~~fair value of the ~~Company.~~derivatives of ~~Mr. Kossmann has claimed that~~ $3074,~~000~~949 isfor ~~owed to~~the ~~him~~period ~~pursuant~~ended toMay ~~his~~31, ~~2009-2010~~2012 ~~Consulting Agreement~~ with ~~the~~no ~~Company.~~change ~~The~~at ~~Company~~August ~~has~~31, ~~conducted an investigation into Mr~~2012. ~~Kossmann's claim~~The ~~with~~derivative ~~the~~value ~~assistance~~ of ~~counsel~~the ~~and~~convertible ~~does~~notes at ~~not~~May ~~believe~~31, ~~any~~2012 ~~money~~yielded isa ~~due~~derivative toliability ~~him.~~at ~~Management~~fair ~~believes~~value ~~it is unlikely that the outcome~~ of ~~this~~$127,608 ~~matter~~with ~~will~~no ~~have~~change anat ~~adverse~~August ~~impact~~31, ~~on its result of operations and financial condition~~2012.

As of August 31, 2012, accrued and unpaid interest under the Note(s) 12was $$2,476. ~~Subsequent~~71 ~~Events~~and $202.30.

~~On March 2, 2012, the Company~~Derivative ~~issued 800,000 shares of common stock to a consultant under a previously existing consulting agreement.~~Warrants

OnEach of ~~March~~the 2warrants issued to the Holder has a term of three years from May 10, 2012 and June 21, ~~the~~2012 ~~Company~~and was fully vested on the ~~issued~~date ~~5,350,000~~of issuance. The warrants are exercisable at $0.10 per share. The number of shares of common stock tounderlying 3each ~~investors~~warrant and inthe ~~exchange~~exercise ~~for~~price ~~$535,000~~are insubject ~~proceeds~~to incertain ~~connection~~adjustments ~~with~~as ~~the private~~more ~~placement~~particularly ofdescribed in the ~~Company’s stock~~warrants.

OnThe warrants, ~~March~~when 6issued, ~~2012,~~gave rise to a ~~noteholder~~derivative ~~converted~~liability of which was recorded as interest expense of $~~100~~237,~~000 in~~880. ~~principal~~The ~~amount~~embedded derivative of the warrants was re-measured at May 31, 2012 yielding a ~~promissory~~gain ~~note~~on ~~and~~change in fair value of the derivative of $578,~~753~~411 for inthe ~~accrued~~period ~~interest~~ended ~~into~~May 131,~~057~~ 2012. There was no change to this measurement at August 31,~~753~~ ~~shares~~2012. The derivative value of ~~common~~these ~~stock~~warrants at May 31, 2012 yielded a derivative liability at fair value of $159,469. There was no change to this value at August 31, 2012.

OnAs of ~~March~~August 631, 2012, awarrants ~~noteholder~~to ~~converted~~purchase ~~$160~~2,000 ~~in principal amount of two promissory notes and $14~~,~~616~~000 ~~in accrued interest into 1,746,163~~ shares of Company common stock remain outstanding.

~~On March 6, 2012, a noteholder converted $125,000 in principal amount of a promissory note and $~~7~~,705 in accrued interest into 1,327,054 shares of common stock.~~-c

On May ~~March 6~~23, 2012, the Company issued ~~500~~a convertible note to Robin Smith (the “Holder”) in the principal amount of $50,000, which is convertible into shares of the Company’s common stock, and warrants to apurchase ~~consultant~~200,000 ~~under~~shares aof ~~previously~~common ~~existing~~stock with ~~consulting~~an ~~agreement~~exercise price of $0.30 per share.

OnThe convertible ~~March~~note 6has a term of twelve months and accrues interest at 10% per annum. In addition, ~~2012~~on the maturity date, the Company ~~issued~~will ~~500~~pay the Holder the sum of $1,000 ~~shares~~as additional interest. The Holder of ~~common~~the ~~stock~~convertible tonote ~~investors~~has inthe ~~exchange~~right ~~for~~from ~~$50,000~~and inafter the ~~proceeds~~issuance inthereof ~~connection~~until ~~with~~such time as the ~~private~~convertible note is fully paid, to convert any outstanding and unpaid principal portion ~~placement~~thereof ofinto ~~the~~shares ~~Company’s~~of common stock at a conversion price of $0.10 per share.

~~Celebrity~~Beneficial Conversion ~~Endorsement Agreement~~Feature

OnThe intrinsic ~~March~~value 14of the convertible note, ~~2012~~when issued, ~~the~~gave ~~Company~~rise ~~entered~~to ~~into~~a beneficial conversion feature which was recorded as a discount ~~Celebrity~~to ~~Endorsement~~the ~~Agreement~~notes ~~with~~of ~~Joseph~~$24,623 ~~Theismann.~~to ~~Mr.~~be ~~Theismann~~amortized isover athe ~~Hall~~term of ~~Fame~~the note. On July 18, ~~National~~2012 ~~Football~~the ~~League~~note ~~quarterback~~was converted and the discount was recaptured.

~~The term~~ As of ~~the~~July ~~agreement is for a period of one year~~18, ~~during~~2012 ~~which the Company is authorized to utilize Mr~~$920.550 ~~Theismann’s name and likeness~~ in ~~the~~accrued ~~promotion~~interest ofwas ~~its~~included ~~B2B Network. In addition, Mr. Theismann has agreed to make himself available for a number of photo sessions and promotional appearances. Mr. Theismann will receive certain stock purchase warrants~~ in the ~~Company in exchange for the rights granted and services provided to the Company~~conversion.

On March 15, 2012 the Company entered into a Finder’s Fee Agreement which provides for payment of a finder’s fee equal to 10% of the consideration paid under the above referenced Celebrity Endorsement Agreement.Warrants

~~F-14~~Each of the warrants issued to the Holder have a term of five years from May 23, 2012 and were fully vested on the date of issuance. The warrants are exercisable at $0.30 per share.

~~Item~~The fair 2.value ~~Management’s~~of ~~Discussion~~the ~~and~~warrants, ~~Analysis~~when orissued, ~~Plan~~were recorded as a discount to the notes of ~~Operation~~$25,377 to be amortized over the term of the note. On July 18, 2012 the note was converted and the discount was recaptured.

~~FORWARD~~F-~~LOOKING STATEMENTS~~19

~~Certain~~BIZZINGO, ~~matters~~INC. ~~discussed~~(A ~~herein~~Development ~~are~~Stage ~~forward-looking statements.~~Company) ~~Such~~Notes ~~forward-looking~~to ~~statements~~Financial ~~contained~~Statements inFor ~~this~~the ~~Form~~period ~~10-Q~~from ~~involve~~April ~~risks~~3, ~~and~~2009 ~~uncertainties~~(Inception) to August 31, ~~including~~2012 ~~statements~~(Expressed ~~as to:~~in U.S. Dollars)

~~1. our future operating results; 2. our business prospects; 3. any contractual arrangements and relationships with third parties; 4. the dependence~~ As of ~~our~~August ~~future~~31, ~~success~~2012 onwarrants ~~the~~to ~~general~~purchase ~~economy;~~200,000 5.shares ~~any possible financings; and 6. the adequacy~~ of ~~our~~Company ~~cash~~common ~~resources~~stock ~~and~~remain ~~working capital~~outstanding.

~~These forward~~7-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.d

~~Substantial~~On May ~~risks~~23, ~~exist~~2012, ~~with~~the ~~respect~~Company issued a convertible note to ~~an investment~~David Shamouelian (the “Holder”) in ~~our~~the ~~securities.~~principal ~~These~~amount ~~risks~~of $50,000, ~~include~~which ~~but~~is ~~are~~convertible ~~not~~into ~~limited~~shares ~~to,~~of ~~those~~the ~~factors~~Company’s ~~discussed~~common instock, ~~our~~and ~~Annual~~warrants ~~Report~~to onpurchase ~~Form~~200,000 shares of common ~~10-K~~stock ~~for~~with ~~the~~an ~~fiscal~~exercise ~~year~~price ~~ended~~of ~~May~~$0.30 ~~31,~~per ~~2011~~share.

~~Corporate~~The convertible ~~History~~note has a term of twelve months and accrues interest at 10% per annum. In addition, on the maturity date, the Company will pay the holder the sum of $1,000 as additional interest. The Holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.05 per share.

WeBeneficial Conversion ~~were incorporated in the State of Nevada on May 12, 2005.~~Feature

~~From~~The intrinsic ~~May~~value ~~2005~~of ~~through~~the ~~May~~convertible ~~2009~~note, wewhen ~~were~~issued, ingave ~~the~~rise ~~mineral~~to ~~exploration stage~~a ~~during~~beneficial conversion feature which ~~time~~was werecorded ~~never~~as ~~realized~~a ~~any~~discount to ~~revenues~~the notes of $39,030 to be amortized over the term of the note.

~~On April 27, 2010, pursuant to share purchase~~As ~~agreements (the “Purchase Agreements”), Phreadz, Inc. (f/k/a Atwood Minerals & Mining Corp.), completed the acquisitions~~ of ~~Phreadz~~August ~~USA LLC and Universal Database of Music USA~~31, ~~LLC. The acquisitions were accounted for as a recapitalization effected by a reverse merger~~2012, ~~wherein~~accrued ~~Phreadz~~ and ~~UDM~~unpaid ~~were~~interest ~~considered~~under the ~~acquirer~~Note ~~for~~was 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$1, ~~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~~643.84.

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

5Each of the warrants issued to the Holder have a term of five years from May 23, 2012 and were fully vested on the date of issuance. The warrants are exercisable at $0.30 per share.

~~Overview~~The fair value of the warrants, when issued, were recorded as a discount to the notes of $10,970 to be amortized over the term of the note.

~~Social Media is often misconstrued as a medium~~As ~~for~~of ~~business-to-consumer~~May ~~or B2C engagement and discounted as a viable communications network for those companies focused on business-to-business or B2B engagement transactions. However~~31, ~~B2B,~~2012 aswarrants ~~in any other field is impacted by online activity and is faced with a prime opportunity~~ to ~~not~~purchase ~~only cultivate communities in social networks and other social channels~~200,000 ~~but~~shares ~~also~~of ~~amplify~~Company ~~awareness,~~common ~~increase~~stock ~~lead~~remain ~~generation, reduce sales cycles, and perhaps most importantly, learn and adapt to market dynamics in real-time~~outstanding.

~~The~~Note ~~development of Phreadz and UDM since our acquisition described in our Corporate History above has evolved into Bizzingo~~8. This development has culminated in www.bizzingo.com (“Bizzingo”) www.Bizz.net. This is a social network designed for business and commerce. We are currently finalizing with a number of business’s which we intend to launch on a limited alpha basis. We think of it 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. Bizzingo will deliver this.Commitments

~~We believe B2B and B2C social media marketing~~Employment is still in its infancy. Facebook, Twitter, YouTube and most of the social tools we use today are just a few years old. The Bizzingo platform will provide the ability for business to promote product and service with real-time feedback, changing the current social media platforms from that of just “broadcasting” to engaging customers as partners in real-time. Additionally business will be able to real-time assess their analytics, in terms of: 1) how many conversations, and, 2) What was the reach of a product launch.Agreements

~~Bizzingo~~On June ~~will~~1, 2011 we entered into consulting agreements with each of Mr. Douglas Toth and Mr. Gordon Samson, our CEO and CFO, pursuant to which each has agreed to terms with the Company. Both Mr. Toth and Mr. Samson previously provided services to the Company with no agreement. These agreements provide for a ~~business~~base asalary ~~way~~of ~~to;~~no less than $240,000 and 180,000 per annum respectively.

1.Both agreements ~~Cost~~provide ~~effectively~~that ~~introduce~~Mr. ~~their~~Toth ~~product~~ and~~/or~~ ~~service~~Mr. toSamson aare ~~global~~eligible ~~network~~for ofan ~~users;~~annual, 2.performance-based ~~Leverage~~bonus if and ~~expand~~when ~~their~~the ~~brand~~Company ~~and~~implements an ~~image;~~applicable 3annual incentive plan. ~~Effectively~~The ~~communicate~~Agreements ~~their~~specified ~~marketing~~that ~~“message”~~the toCompensation aCommittee ~~targeted~~of ~~audience;~~the ~~and,~~Board 4.of ~~Sell~~Directors ~~their~~would establish ~~product~~such ora ~~service~~plan.

~~Bizzingo~~As an isinducement ato ~~collection~~enter ofinto ~~product~~these Agreements, Mr. Toth and ~~service profiles~~Mr. ~~for~~Samson ~~businesses~~will be awarded not less than 1,000,000 ~~much~~shares ~~like~~of ~~Facebook™~~our ~~and~~common stock ~~Linkedn™~~under an S-8 plan to be filed. Additionally on the origination of a company stock option plan they are each to be awarded stock options, with a ~~collection~~seven year term, in respect of ~~personal~~3,000,000 ~~profiles~~shares ~~for~~of ~~individuals~~the Company’s common stock. ~~Each~~The exercise price ~~Bizzingo~~for ~~page~~these stock option’s will ~~include~~be the ~~following~~market ~~information~~price ~~and~~at ~~functionality;~~time of grant or such other amount as established by a plan. The options are scheduled to vest in two equal annual installments. If Mr.

● a product description ● links to additional information ● a video introduction ● social network interaction ● A picture and video library ● tools for marketing ● A posting wall ● advertisingF-20

~~Bizzingo’s~~BIZZINGO, ~~goal~~INC. is(A toDevelopment ~~provide~~Stage ~~the~~Company) ~~missing link~~Notes ~~that will lend purpose~~ to ~~social~~Financial ~~media~~Statements byFor ~~facilitating~~the aperiod ~~value~~from ~~proposition~~April ~~for each participant~~3, ~~and~~2009 ~~give~~(Inception) ~~businesses a social network marketing platform~~ to ~~reach~~August ~~their~~31, ~~users~~2012 ~~and~~(Expressed ~~encourage~~in ~~transactions~~U.S. Dollars)

~~For the consumer, Bizzingo is a social network~~Toth ~~that~~or ~~provides~~Mr. ~~online~~Samson ~~buyers~~were ~~a platform~~ to ~~search,~~terminate ~~engage~~their ~~and~~agreements ~~buy~~voluntarily ~~from~~without agood ~~global~~reason ~~universe~~as ofdefined ~~sellers.~~in ~~Using~~the aagreement, ~~phonebook~~they aswould ~~a legacy~~forfeit ~~model,~~any ~~Bizzingo~~unvested isshares torelated ~~the yellow pages what Facebook™ is~~ to ~~the~~this ~~white~~option ~~pages~~grant.

ToAdditionally, the ~~market~~termination ~~the~~provisions ~~Bizzingo~~of ~~platform~~these weagreements, ~~will~~define ~~be: (1)~~“Termination ~~hiring~~for aCause” ~~sales~~and ~~team~~“Termination tofor ~~solicit~~Good ~~business~~Reason”. Included ~~leaders~~in ~~and~~the ~~Chambers~~Termination offor ~~Commerce’s~~Good toReason ~~offer~~clauses ~~packages~~is ~~and~~a ~~incentives~~triggering event provision pursuant to ~~become charter~~a ~~members;~~“change ~~(2)~~of ~~develop~~control”. A ~~programs~~triggering ~~for~~event ~~the~~is ~~anchors~~defined to ~~drive~~include ~~their~~a ~~existing~~termination ~~followers~~of tothe ~~Bizzingo;~~agreement ~~(3)~~by ~~advertise~~the ~~and~~participant ~~market~~following ~~to existing~~a ~~networks;~~reduction ~~(4)~~in ~~launch~~position, pay aor ~~high~~other ~~energy~~“constructive ~~public~~termination,” ~~relations~~or ~~campaign~~a ~~that~~failure isby ~~“edgy”~~a ~~and~~new ~~exciting;~~control ~~(5)~~group ~~establish~~to ~~strategic alliances~~assume ~~with~~or ~~advertisers~~continue ~~and~~any ~~marketers~~plan awards.

~~Critical~~The termination ~~Accounting~~benefit ~~Policies~~provided to Mr. Toth and Mr. Samson upon an involuntary termination by the Company without cause, ~~Judgments~~or a termination by either Mr. Toth or Mr. Samson for good reason, is a cash severance payment in an amount equal to the sum of (a) the then current base salary and ~~Estimates~~(b) the average of the 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 for which the amount of such bonus has been determined at the date of such termination.

~~Our discussion and analysis of our financial~~To ~~condition~~qualify ~~and~~for ~~results~~the ofcash ~~operations~~severance isbenefit, ~~based~~any ~~upon~~applicable ~~our~~bonus ~~consolidated~~amounts ~~financial~~and ~~statements,~~opportunity ~~which~~to ~~have~~vest ~~been prepared~~ in ~~accordance with~~unvested ~~Generally~~equity ~~Accepted~~awards ~~Accounting~~available under ~~Principles.~~a ~~The~~stock ~~preparation~~option ofplan ~~these~~following ~~condensed~~an ~~consolidated~~involuntary ~~financial~~termination ~~statements~~by ~~requires~~the ~~us to~~Company ~~make~~without ~~estimates~~cause, ~~judgments~~or ~~and~~a ~~assumptions~~termination ~~that~~for ~~affect~~good ~~the~~reason, Mr. ~~reported~~Toth ~~amounts~~and/or ofMr. ~~assets,~~Samson ~~liabilities,~~must ~~revenues~~execute ~~and~~a ~~expenses,~~release ~~and the~~in ~~related~~favor ~~disclosure~~ of ~~contingent~~the ~~assets~~Company and ~~liabilities.~~agree Weto ~~base~~provide ~~our~~the ~~estimates~~Company onwith ~~historical~~certain ~~experience~~consulting services ~~and~~for ona ~~various~~period ~~other assumptions~~of ~~that~~six wemonths ~~believe~~after ~~are~~termination. ~~reasonable~~Additionally, ~~under~~during the ~~circumstances,~~period ~~the results~~ of ~~which~~these ~~form~~consulting ~~the~~services, ~~basis~~Mr. ~~for making judgments about~~Toth ~~the~~and/or ~~carrying~~Mr. ~~values~~Samson, ofmust ~~assets~~also ~~and~~agree ~~liabilities~~not ~~that~~to ~~are~~provide ~~not~~any ~~readily~~services ~~apparent~~to ~~from~~entities ~~other~~that ~~sources.~~compete ~~Actual~~with ~~results~~any ~~may~~of ~~differ~~the ~~from these~~Company’s ~~estimates~~business.

6These agreements became effective June 1, 2011 and have stated terms through May 31, 2012.

AnOn November ~~accounting~~11, ~~policy~~2011, isthe ~~considered~~Company toand beDouglas ~~critical if~~Toth itamended ~~requires~~and superceded the June 1, 2011 consulting agreement with an ~~accounting~~Employment ~~estimate~~Agreement toin bewhich ~~made~~Douglas ~~based~~Toth onwill ~~assumptions~~serve ~~about~~as ~~matters~~Chairman ~~that~~and ~~are~~Chief ~~highly~~Executive ~~uncertain~~Officer atof the ~~time~~Company. ~~the~~The ~~estimate~~term of isthe ~~made,~~Agreement ~~and~~ends ifMay ~~different~~31, ~~estimates~~2012. ~~that~~Compensation ~~reasonably~~under ~~could~~the ~~have~~plan ~~been~~will ~~used,~~remain orat ~~changes~~$240,000 inper ~~the~~annum ~~accounting~~with ~~estimate~~a ~~that~~right ~~are~~to ~~reasonably~~earn ~~likely~~incentive tocompensation. ~~occur~~In addition Mr. Toth will receive a stock award of 2,000,000 ~~could~~shares ~~materially~~of ~~impact~~common ~~the~~stock ~~consolidated~~on ~~financial~~or ~~statements~~after January 1, 2012. WeFurther, ~~believe~~Mr. ~~that~~Toth ~~the~~will ~~following~~be ~~critical~~granted ~~accounting~~5,000,000 options to purchase company stock. The options will vest as ~~policies~~follows:50% ~~reflect~~shall ~~the~~vest ~~more~~on ~~significant~~June ~~estimates~~30, 2011, and ~~assumptions~~the ~~used~~remaining in50% ~~the~~shall ~~preparation~~vest ofpro-rata ~~the~~monthly ~~consolidated~~from ~~financial~~June ~~statements~~2011 through May 2012.

~~Management has discussed the development and~~On ~~selection~~August ~~of these critical accounting estimates with the Board of Directors (“BOD”). In addition~~19, ~~there may be other items within our financial statements that require estimation~~2011, ~~but~~Gordon ~~are~~Samson ~~not~~resigned ~~deemed critical~~ as ~~defined~~Director ~~above. Changes in estimates used in these~~ and ~~other~~CFO ~~items~~of ~~could~~the ~~have a material impact on our financial statements~~Company.

~~Product~~Joint Venture ~~Development~~Agreement

~~Product Development and Content: Product~~On ~~development~~February ~~and~~9, ~~content~~2012, ~~expenses~~the ~~consist~~Company ofentered ~~contracted~~into ~~personnel~~Joint ~~costs~~Venture ~~associated~~Agreement with ~~the~~Sun ~~development~~Enterprises Group, ~~testing~~Ltd., ~~and~~a ~~upgrading~~Cayman ofcompany. The parties ~~our~~have ~~website~~agreed ~~and~~to ~~systems,~~establish ~~substantially~~a ~~all~~Hong ofKong ~~our~~joint ~~design~~venture entity, ~~translation~~wherein ~~services,~~each ~~and~~participant ~~website~~will ~~management~~have an equal equity ownership and ~~development~~ownership rights. ~~services~~The joint venture entity may establish a wholly owned operating company domiciled in the Peoples Republic of China.

~~Contingencies~~The purpose of the joint venture is to provide SaaS (Software as a service) products to Chinese businesses by delivering collaborative intranet abilities and connectivity to international businesses through the Bizzingo B2B social networking platform. This operation will be developed in the PRC through the PRC subsidiary.

The Company ~~accrues for contingent obligations~~, ~~including~~ ~~estimated~~in ~~management~~addition ~~support~~to ~~agreements~~other ~~and legal costs~~contributions, ~~when~~has ~~the~~agreed ~~obligation~~to isissue ~~probable~~a ~~and~~royalty ~~the~~free ~~amount~~license ~~can~~to bethe ~~reasonably estimated.~~joint Asventure ~~facts~~for ~~concerning contingencies become known we reassess our position and make appropriate adjustments to~~ the ~~financial~~technology ~~statements.~~surrounding ~~Estimates~~its ~~that~~B2B ~~are~~social ~~particularly~~networking ~~sensitive~~platform toon ~~future~~an ~~changes~~exclusive ~~include~~basis ~~those~~for ~~related~~the toterritory ~~tax,~~of ~~legal~~PRC, ~~and other regulatory matters that are subject to change as events evolve and additional information becomes available.~~Hong

~~Income Taxes~~F-21

~~The Company uses the asset and liability method to account for income taxes. Under this method~~BIZZINGO, 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 lawsINC. (A ~~valuation~~Development ~~allowance~~Stage isCompany) ~~provided~~Notes to ~~reduce net~~Financial ~~deferred~~Statements ~~tax~~For ~~assets to~~ the ~~amount~~period ~~that,~~from ~~based~~April ~~on available evidence~~3, is2009 ~~more~~(Inception) ~~likely~~to ~~than~~August ~~not~~31, to2012 be(Expressed ~~realized~~in U.S. Dollars)

~~Results~~Kong, Macau ofSpecial ~~Operations~~Administrative Zone, and Taiwan. In addition, the joint venture entity may act as non-exclusive agent to market, sell and distribute the Bizzingo technology outside the described territory.

WeSun Enterprises, ~~are~~among inother ~~the~~contributions, ~~development~~has ~~stage~~agreed ~~and~~to ~~consequently is~~provide ~~subject~~ to the ~~risks~~joint ~~associated with development stage companies~~venture, ~~including~~a ~~the~~management ~~need~~team ~~for~~and ~~additional financing;~~ the ~~uncertainty of~~marketing ~~our technology and intellectual property resulting in successful commercial products or services~~ expertise, as well as ~~the~~communications marketing and customer acceptance of such products or services; competition from larger organizations; dependence on key personnel; and dependence on corporate partners and collaborators. To achieve successful operationssupport, ~~we will require additional capital to continue research~~ and ~~development~~media ~~and~~relationships ~~marketing~~along ~~efforts.~~established Nosales ~~assurance can be given as to the timing or ultimate success of obtaining future funding~~channels.

~~Comparison of the nine months ended February~~Consulting ~~29, 2012 with the nine months ended February 28, 2011~~Agreements

~~During~~On December ~~the~~01, ~~nine~~2010, ~~months~~we ~~periods~~entered ~~ended~~into ~~February 29,~~a ~~2012~~consulting ~~and~~agreement ~~February~~with ~~2011~~Groupmark Financial Services Ltd., weproviding ~~did~~for ~~not~~$10,000 ~~experience~~per month ~~revenues~~for ~~from~~services ~~operations~~rendered each month.

~~Operating~~On September ~~expenses~~21, ~~for~~2011, the ~~period~~Company ~~from~~entered ~~June 1,~~into ~~2011~~a totwo ~~February~~year ~~29,~~agreement ~~2012~~with ~~was~~Creative ~~($4~~Processing,~~156,696),~~ ~~compared~~Inc (“CP”) to ~~the~~provide advertising ~~same~~and ~~nine~~marketing ~~month~~services. ~~period~~CP ~~June~~is 1,to ~~2010~~be tocompensated ~~February~~for ~~28,~~its ~~2011~~services ofwith ($2,~~280~~400,~~603). The~~000 ~~increase~~shares inof ~~expenses~~Company iscommon ~~primarily~~stock, ~~attributable~~ to be issued over a ~~$1,573,396~~one ~~increase~~year ~~during~~period. In addition the ~~current~~Company ~~period~~will inissue CP 2,400,000 stock ~~based~~purchase ~~compensation issued~~warrants towith ~~officers,~~an ~~directors~~exercise ~~and~~price of ~~outside~~$0.20 ~~consultants~~per share. The ~~remainder~~parties ofamended the ~~increase~~agreement ~~for~~in ~~the~~March ~~current~~2012 ~~period~~to isinclude ~~due~~monthly ~~principally~~ compensation to ~~expenses~~CP ~~associated~~of ~~with~~$5,000 ~~investor~~per ~~and~~month, starting ~~public~~March ~~relations~~1, ~~during~~2012 ~~the~~and ~~period~~ending February 1, 2013.

~~Comparison~~On September of23, 2011, the ~~three~~Company ~~months~~entered ~~ended~~into ~~February 29,~~a ~~2012~~two year agreement with ~~the~~Wall ~~three~~& ~~months~~Madison, ~~ended~~LLC ~~February~~(“Wall”) 28to provide business development and marketing services. The Company will compensate Wall $10,000 ~~2011~~per month relating to this agreement.

~~During~~On October 7, 2011, the ~~three~~Company ~~months~~entered ~~periods~~into ~~ended~~a ~~February~~two year agreement with David Shamouelian, a Director of the Company, to provide marketing 29services. Mr. Shamouelian is one of the most respected names in the fashion industry. He is to be compensated for his services with 3,200,000 ~~2012~~shares ~~and~~of ~~February~~Company ~~2011~~common stock, weto ~~did~~be ~~not~~issued ~~experience~~over ~~revenues~~a ~~from~~18 ~~operations~~month period.

~~Operating expenses for the period from December~~On 1October 17, 2011 ~~to February 28~~, ~~2012~~the ~~was~~Company ~~($2,506,550),~~entered ~~compared~~into toa ~~the~~services ~~same~~agreement ~~three~~with ~~month~~BPG ~~period December 1~~Worldwide, ~~2011~~an toaward-winning ~~February~~Internet ~~28,~~software ~~2011 of~~development ~~($1,431,672)~~firm. ~~The~~BPG ~~increase~~will inprovide ~~expenses~~technology isservices ~~primarily attributable~~ to afurther ~~$826,544~~develop ~~increase~~and ~~during~~launch ~~the~~Bizzingo’s ~~current~~B2B ~~period~~search ~~in stock based compensation issued to officers, directors~~ and ~~outside~~social ~~consultants.~~media platform. The ~~remainder~~Company ofwill ~~the~~be ~~increase~~billed monthly for ~~the~~these ~~current~~services ~~period~~on isa ~~due principally~~time ~~to expenses associated with investor~~ and ~~public~~material ~~relations during period~~basis.

7On December 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. The Company will compensate Advance $10,000 per month relating to this agreement. In addition, the parties amended the agreement in March 2012 and May 2012, wherein the Company agreed to issue 100,000 shares of common stock to Advance as per the March amendment and an additional 100,000 shares of common stock as per the May amendment.

~~Cash~~On February ~~Used~~5, in2012 ~~Operating~~the ~~Activities~~Company entered into a two year agreement with SB Acquisiton #1 (“SB”) to provide advertising and marketing services. SB is to be compensated for its services with 1,550,000 shares of Company common stock, to be issued over a one year period.

~~Cash~~On March ~~used~~28, in2012 ~~operating activities for~~ the ~~period~~ ~~from~~Company ~~June~~entered 1,into ~~2011~~a totwo ~~February~~year ~~29,~~agreement ~~2012~~with ~~was~~Var Growth (~~$1,350,047~~“VG”), ~~and from June 1, 2010~~ to ~~February~~provide ~~28,~~business development ~~2011~~and ~~was~~marketing ~~($853,013)~~services. ~~The Company~~VG ~~expects~~is ~~net~~to ~~cash~~be ~~used~~compensated infor ~~operating~~its ~~activities~~services towith ~~increase~~3,600,000 ~~going~~shares ~~forward~~of ~~as the~~ Company ~~pursues~~common ~~its business plan~~stock, ~~continues~~ into ~~its~~be ~~development~~issued ~~and markets its services~~immediately.

~~Cash~~On May ~~Used~~25, in2012 ~~Financing~~the ~~Activities~~Company entered into a one year agreement with Joby Capital, LLC (“Joby”) to provide business development and marketing services. Joby is to be compensated for its services with 1,000,000 shares of Company common stock.

Net cash provided by financing activities for the period from June 1, 2011 to February 29, 2012 was approximately $1,639,700, and from June 1, 2010 to February 28, 2011 was approximately $743,000. This consisted of net proceeds received from the issuance of notes payable and shares issued for cash.F-22

~~Liquidity~~BIZZINGO, ~~and~~INC. ~~Capital~~(A ~~Resources~~Development Stage Company) Notes to Financial Statements For the period from April 3, 2009 (Inception) to August 31, 2012 (Expressed in U.S. Dollars)

AsOn May ~~of February 29~~31, 2012, wethe ~~had~~Company aentered ~~working capital~~into ~~deficit~~a ofone ~~($2,783,328)~~year ~~compared~~agreement towith aMidAtlantic ~~working~~Capital ~~capital~~Associates ~~deficit~~SL of (~~$871,366~~“MidAtlantic”) to asprovide ofgeneral ~~May~~business ~~31,~~consulting ~~2011.~~services ~~Cash~~ and ~~cash~~business ~~equivalents at~~development ~~February~~in ~~29,~~Europe. ~~2012~~MidAtlantic ~~was~~is ~~$293,754 compared~~ to abe ~~balance~~compensated offor ~~$4,101 as at May 31, 2011. Our current level of operations does not~~its ~~generate~~services ~~any~~with ~~cash~~up to ~~fund our working capital needs. Accordingly~~3,000,000 westock ~~will~~purchase ~~have~~warrants towith ~~raise~~an ~~capital~~exercise toprice ~~fund~~of ~~our~~$0.17 ~~short-term~~per ~~working capital needs~~share. ~~No assurance can be made that we will have access to the capital markets in future~~500,000 orwarrants ~~that financing~~ will be ~~available~~ onearned ~~acceptable~~immediately ~~terms to satisfy our future~~ and ~~on-going cash requirements that we need to implement its business strategies. Our inability to access~~ the ~~capital~~remaining ~~markets~~warrants orshall ~~obtain~~be ~~acceptable~~earned ~~financing~~upon ~~could~~MidAtlantic ~~have~~attaining acertain ~~material~~benchmarks ~~adverse~~as ~~affect~~stipulated ~~on its results of operations~~in ~~and~~the ~~financial~~consulting ~~condition, and could severely threaten our ability to continue as a going concern~~agreement.

~~Plan~~In addition, the Company will pay MidAtlantic a finder’s fee equal to eight percent on all cashed received by the Company from the sale of ~~Operation~~its equity securities to investors that were directly introduced to the Company by MidAtlantic, and ~~Funding~~five percent on cashed received by the Company from the sale of its debt securities to investors that were directly introduced to the Company by MidAtlantic, provided that each such investor will not be a “US Person” as that term is defined under Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended.

~~We expect that working capital requirements~~Advisory ~~will~~Board ~~continue to be funded through a combination of note payables and further issuances of securities.~~Agreement

WeIn April ~~have~~and noMay ~~lines of credit or other bank financing arrangements. Generally~~2012, ~~we have financed operations to date through~~ the ~~proceeds~~Company ofentered ~~the~~into ~~private~~Advisory ~~placement~~Board ofagreements ~~equity and debt instruments. In connection~~ with ~~our~~Mark ~~business~~Waxman ~~plan, management anticipates additional increases in operating expenses~~ and ~~capital~~Ranjith ~~expenditures~~Kumaran ~~relating to:~~ (i)the ~~developmental expenses associated with a start-up business; and (ii~~“Advisors”), ~~marketing expenses~~respectively. WeThe ~~intend~~term ~~to finance these expenses with further issuances~~ of ~~securities,~~the ~~and~~agreements ~~debt~~is ~~issuances.~~for ~~Thereafter,~~a weperiod ~~expect~~of webetween ~~will~~one ~~need~~ to ~~raise~~three ~~additional~~years unless ~~capital~~either ~~and~~party ~~generate~~provides ~~revenues~~a ~~to meet long~~30-~~term~~day ~~operating~~advance ~~requirements.~~written ~~Additional~~notice ~~issuances~~ of ~~equity or convertible debt securities will result in dilution to our current shareholders~~termination. ~~Further,~~As ~~such~~compensation ~~securities~~for ~~might~~their ~~have rights~~services, ~~preferences~~each orAdvisor ~~privileges senior~~shall toreceive ~~our common~~ stock. ~~Additional~~options ~~financing~~to ~~may~~acquire ~~not be available upon acceptable terms~~100,000 orshares atof ~~all.~~common Ifstock ~~adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage~~ of ~~prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in~~ the ~~next twelve months in order to sustain and expand our operations~~Company. WeAs ~~currently do not have a specific plan~~ of ~~how~~August we31, ~~will~~2012 ~~obtain~~100,000 ~~such~~stock ~~funding;~~options ~~however,~~to weRanjith ~~anticipate~~Kumaran ~~that~~were ~~additional funding will be in the form of equity financing from the sale of our common stock~~granted.

8Celebrity Endorsement Agreement

~~Off-Balance~~On March ~~Sheet~~14, ~~Arrangements~~2012, the Company entered into Celebrity Endorsement Agreement with Joseph Theismann. Mr. Theismann is a Hall of Fame, National Football League quarterback.

AsThe term of the ~~date~~agreement ofis ~~this~~for ~~Quarterly~~a ~~Report~~period ~~on Form~~of ~~10-Q~~one year, weduring dowhich ~~not~~the ~~have~~Company ~~any~~is ~~off-balance~~authorized ~~sheet~~to ~~arrangements~~utilize ~~that~~Mr. ~~have~~Theismann’s orname and ~~are~~likeness ~~reasonably~~in ~~likely~~the promotion of its B2B Network. In addition, Mr. Theismann has agreed to ~~have~~make ahimself ~~current~~available orfor ~~future~~a ~~effect~~number onof ~~our~~photo ~~financial~~sessions ~~condition,~~and ~~changes~~promotional inappearances. ~~financial~~Mr. ~~condition,~~Theismann ~~revenues~~will orreceive ~~expenses,~~certain ~~results~~stock ofpurchase ~~operations,~~warrants ~~liquidity,~~in ~~capital~~the ~~expenditures~~Company in exchange orfor ~~capital~~the ~~resources~~rights ~~that~~granted ~~are~~and ~~material~~services provided to ~~investors~~the Company.

~~Going~~On March ~~Concern~~15, 2012 the Company entered into a Finder’s Fee Agreement which provides for payment of a finder’s fee equal to 10% of the consideration paid under the above referenced Celebrity Endorsement Agreement.

~~The independent auditors’ report accompanying~~Placement ~~our~~Agent audited financial statements for the year ended May 31, 2011 contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and ~~satisfy~~Advisory ~~our liabilities and commitments in the ordinary course of business.~~Services

~~Item~~On September 15, 2011 the Company entered into a one year agreement with Ocean Business Solutions Group, LLC (“Ocean”) and Ocean Cross Capital Markets, LLC (“OCCM”) to provide business consulting and capital placement services. The Company will pay Ocean a monthly management fee of $3,000 starting on October 1st 2011 for a period of twelve months. ~~Quantitative~~In ~~and~~addition ~~Qualitative~~the ~~Disclosures~~Company ~~about~~issued ~~Market~~275,000 ~~Risk~~stock purchase warrants to Ocean at the execution of the agreement. The Company will pay OCCM ten percent (10%) of any gross proceeds received by the Company in connection with the portion of any Financing placed by OCCM in which securities are issued by the Company.

~~Not~~On May ~~applicable~~2, to2012, athe ~~“smaller~~Company ~~reporting~~terminated ~~company”~~its ~~as defined~~agreement inwith ~~Item 10(f)(1) of SEC Regulation S-K~~OCCM.

~~Item~~On February 410, 2012 the Company entered into a one year agreement with Brean Murray, Carret & Co., ~~Controls~~a FINRA registered broker-dealer (“BMC”),as its exclusive corporate finance advisor and ~~Procedures~~investment banker. Upon execution of the agreement, the Company is to issue BMC a non-refundable retainer consisting of 650,000 shares of Company Common Stock. to provide business consulting and capital placement services. The Company shall also pay BMC

~~Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.~~F-23

BIZZINGO, INC. (aA Development Stage Company) ~~Evaluation~~Notes ofto ~~Disclosure Controls~~Financial ~~and~~Statements ~~Procedures~~For the period from April 3, 2009 (Inception) to August 31, 2012 (Expressed in U.S. Dollars)

~~Based~~seven percent on(7%) ~~their~~of ~~evaluation~~any asgross ofproceeds ~~the~~received ~~end~~by of the ~~period~~Company ~~covered~~in byconnection ~~this~~with ~~Quarterly~~a ~~Report~~public onor ~~Form~~private ~~10-Q,~~offering ~~our~~of ~~Chief~~equity ~~Executive~~including convertible ~~Officer~~debt and ~~Chief~~convertible ~~Financial~~preferred ~~Officer~~equity. ~~have~~In ~~concluded that~~the ~~our~~event ~~disclosure~~of ~~controls~~a ~~and~~private ~~procedures~~offering ~~(as~~of ~~defined~~debt inBMC’s ~~Rules~~fee ~~13a-15(e)~~will ~~and~~be ~~15d-15(e)~~based ~~under~~on a ~~the~~percentage ~~Securities Exchange Act~~ of ~~1934, as amended (~~the ~~“Exchange~~gross ~~Act”)~~proceeds ~~are~~raised ~~not~~or ~~effective~~commitments toprovided ~~ensure~~as ~~that~~follows: ~~information~~three ~~required~~percent to(3%) bewith ~~disclosed~~respect byto ussenior indebt ~~report~~and ~~that~~five wepercent ~~file~~(5%) orwith ~~submit~~respect ~~under~~to ~~the~~nonconvertible ~~Exchange~~subordinated ~~Act~~debt. isBMC ~~recorded,~~will ~~processed,~~receive ~~summarized~~three ~~and~~percent ~~reported~~(3%) ~~within~~of the ~~time~~consideration ~~periods specified~~received inor ~~the~~paid ~~Securities~~in ~~and~~a ~~Exchange~~sale ~~Commission’s~~or ~~(“SECs”)~~merger ~~rules~~transaction ~~and~~involving ~~forms~~the ~~and~~Company. toIn ~~ensure~~addition ~~that~~BMC ~~information~~will ~~required to~~receive bea ~~disclosed~~warrant byallowing usit into ~~the~~purchase, at ~~reports~~its ~~that~~options, weidentical ~~file~~securities orto ~~submit~~those ~~under~~purchased ~~the~~by ~~Exchange~~and/or ~~Act~~issued isor ~~accumulated~~granted ~~and~~to ~~communicated~~investors toin ~~our~~such ~~management~~transactions, ~~including~~ ~~our~~in ~~Chief~~an ~~Executive~~amount equal ~~Officer~~to ~~and~~7% ~~Chief~~of ~~Financial~~equity ~~Officer,~~offerings asand ~~appropriate~~5% toof ~~allow~~subordinated ~~timely decisions regarding required disclosure~~debt.

On February 29, 2012 the Company entered into an agreement with Monarch Bay Associates, LLC., a FINRA registered broker-dealer (b“MBA”),as ~~Management’s Report~~its non-exclusive placement agent, on ~~Internal~~a ~~Control~~non-exclusive ~~over~~basis, ~~Financial~~with ~~Reporting~~respect to finding investors. The Company shall compensate MBA nine percent (9%) of gross proceeds received by the Company in connection with a public or private offering of equity including convertible debt and convertible preferred equity (the “Financing”). In addition MBA will receive a warrant allowing it to purchase nine percent (9%) of the total number of shares of common stock issued and issuable by the Company to investors under and in connection with the Financing. In addition the Company will issue 200,000 stock purchase warrants at the successful completion of a financing at $0.15 per share.

~~Our~~Note ~~management is responsible for establishing and maintaining internal control over financial reporting and disclosure controls~~9. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our 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:Options

1.During the ~~Pertain~~period toended August 31, 2012, the ~~maintenance~~Company issued Directors, Officers and Consultants a total of ~~records~~12,950,000 ~~that~~stock inoptions ~~reasonable~~under the ~~detail~~2011 ~~accurately~~Stock Option Plan. The Company valued the options utilizing an option pricing model and ~~fairly~~are ~~reflect~~expensing ~~our~~the ~~transactions~~options over the vesting periods. The exercise price of the options were issued at fair market value on the date of grant and ~~dispositions~~range from $0.16 to $0.33. All options have a term of ~~assets;~~10 years. The Company recorded an expense of $1,742,949 during the year ended May 31, 2012. For the period June 1, 2012 to August 31, 2012 the Company recorded an additional expense of $199,857.

2Note 10. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; andWarrants

3.The value ~~Provide~~of ~~reasonable~~the ~~assurance~~warrants ~~regarding~~have ~~prevention~~been orcalculated ~~timely~~using ~~detection~~an ofoption ~~unauthorized~~pricing ~~acquisition,~~model ~~use~~as orof ~~disposition~~the date of ~~our~~grant ~~assets~~based ~~that~~on ~~could~~the ~~have~~following assumptions: a ~~material~~risk ~~effect~~free onrate ~~the~~(range ~~financial~~.21%-2.96%); ~~statements~~a dividend yield of 0.00%; a volatility factor of (range 90%-200%); and an expected life (range 2-10 years).

~~Disclosure~~On May ~~controls~~20, ~~and~~2010, ~~procedures~~we ~~are~~entered ~~designed~~into a Unit Purchase Agreement with a single accredited investor (the May 20th Purchaser) pursuant to which the May 20th Purchaser purchased 10.74074 Units (“Units”) 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 to ~~ensure~~purchase ~~that~~ninety ~~information~~thousand ~~required~~(90,000) shares of common stock at an exercise price of $0.30 per share; and (c) a Series B Warrant to bepurchase ~~disclosed~~ninety inthousand ~~reports~~(90,000) ~~filed~~shares byof uscommon ~~under~~stock at an exercise price of $0.60 per share. Accordingly, the ~~Exchange~~May ~~Act~~20th isPurchaser ~~appropriately~~received ~~recorded~~1,933,333 ~~processed~~shares of common stock; a Series A Warrant to purchase 966,667 ~~summarized~~shares of common stock; and ~~reported~~a ~~within~~Series ~~the~~B ~~specified~~Warrant ~~time~~to ~~periods~~purchase 966,666 shares of common stock.

~~Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 29, 2012 based on the framework established in the Internal Control~~F-~~Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).~~24

~~Based~~BIZZINGO, onINC. ~~this~~(A ~~assessment,~~Development ~~management~~Stage ~~concluded that~~Company) asNotes ofto ~~February~~Financial ~~29,~~Statements ~~2012~~For wethe ~~had~~period ~~material~~from ~~weaknesses~~April in3, ~~its~~2009 ~~internal~~(Inception) ~~control~~to ~~procedures~~August 31, 2012 (Expressed in U.S. Dollars)

A(90,000) shares ~~material~~of ~~weakness~~common isstock at an exercise price of $0.30 per share; and (c) a ~~control~~Series ~~deficiency~~B Warrant to purchase ninety thousand (90,000) orshares ~~combination~~of common stock at an exercise price of ~~control~~$0.60 ~~deficiencies~~per share. Accordingly, in ~~internal~~total, ~~control~~the ~~over~~May ~~financial~~31st ~~reporting~~Purchasers ~~such~~received ~~that~~6,514,310 shares ~~there~~of iscommon stock; a ~~reasonable~~Series ~~possibility that~~A aWarrant ~~material~~to ~~misstatement~~purchase of3,257,154 ~~our~~shares ~~annual~~of orcommon ~~interim~~stock; ~~financial~~and ~~statements~~a ~~would~~Series ~~not~~B beWarrant ~~prevented~~to orpurchase ~~detected~~3,257,154 shares onof acommon ~~timely basis~~stock.

WeOn June ~~have~~8, ~~concluded~~2010, ~~that~~we ~~our~~entered ~~internal~~into ~~control~~a Unit Purchase Agreement with a single accredited investor pursuant to which the Purchaser purchased ~~over~~7.4074 ~~financial~~Units ~~reporting~~at ~~was~~a ~~ineffective~~Purchase asPrice of ~~February~~$27,000 29per Unit for an aggregate purchase price of $200,000. ~~2012~~Each Unit purchased consisted of (a) one hundred eighty thousand (180,000) shares of the Company’s common stock, par value $0.001 per share (“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”, together with the Series A Warrants, the “Warrants”) to purchase ninety thousand (90,000) shares of Common Stock at an exercise price of $0.60 per share. Accordingly, Purchaser received 1,333,333 shares of Common Stock (the “Shares”); a Series A Warrant to purchase 666,666 shares of Common Stock and a Series B Warrant to purchase 666,667 shares of Common Stock.

~~Our~~On July ~~assessment~~16, ~~identified~~2010, ~~certain~~we ~~material~~entered ~~weaknesses~~into a Unit Purchase Agreements with 13 accredited investors pursuant to which ~~are~~the Purchasers ~~set~~purchased ~~forth~~14 ~~below:~~Units at a Purchase Price of $27,000 per Unit for an aggregate purchase price of $378,000. Each Unit purchased consisted of (a) one hundred eighty thousand (180,000) shares of the Company’s common stock, par value $0.001 per share (“Common Stock”); (b) 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”, together with the Series A Warrants, the “Warrants”) to purchase ninety thousand (90,000) shares of Common Stock at an exercise price of $0.60 per share. Accordingly, in total, purchasers received 2,520,000 shares of Common Stock (the “Shares”); a Series A Warrant to purchase 1,260,000 shares of Common Stock and a Series B Warrant to purchase 1,260,000 shares of Common Stock

~~Financial~~Southridge Investment ~~Statement~~Group ~~Close~~LLC., ~~Process~~a 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.

1In April 2010, the Company entered into an Exchange Agreement with Professional Capital Partners, Ltd.(“PCP”), ~~There~~pursuant ~~are~~to ~~insufficient~~which ~~written~~the ~~policies~~Company and ~~procedures~~PCP agreed to exchange 5,325,824 shares of the Company’s common stock (the “Original Shares”) for ~~accounting~~$1,000,000 worth of Units in its next financing. The Company has offered and ~~financial~~sold ~~reporting~~Units in a financing, with ~~respect~~each toUnit consisting of: (i) 180,000 shares of the ~~requirements~~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 ~~application~~(iii) a Series B Warrant to purchase 90,000 shares of UScommon ~~GAAP~~stock at an exercise price of $0.60 per share. On June 22, 2010, PCP exercised this Exchange Agreement and ~~SEC~~exchanged ~~disclosure~~its ~~requirements~~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 in exchange of 5,325,824 and net of shares of common stock of the company. A financing expense of $1,000,632 was recorded as of May 31, 2010 as a stock issuance liability with the exercise of the exchange agreement on June 22, 2010 as this cost became known. The financing cost was determined using the last price of $0.75 as reported on OTCBB.com on June 11, 2010 prior to the June 22, 2010 exercise date, on the additional 1,334,176 shares of common stock issued to PCP pursuant to the Exchange Agreement.

2.The ~~There~~Company analyzed isthe ~~insufficient~~beneficial ~~supervision~~nature ~~and~~of ~~review~~the by10,479,488 ~~our~~Series ~~corporate~~A ~~management~~Warrants and 10,479,488 ~~particularly~~Series ~~relating~~B toWarrants ~~complex~~based ~~transactions~~on ~~requiring~~the ~~analysis~~conversion ofterms described ~~equity~~above and ~~debt~~determined ~~instruments~~that no material beneficial conversion feature exists.

3.On WeAugust 5, ~~currently have an insufficient level of monitoring and oversight controls for review and recording of stock issuances~~2011, ~~agreements and contracts~~900,000 ~~including~~Series ~~insufficient~~A ~~documentation~~warrants ~~and~~were ~~review~~granted ofto the ~~selection~~Holder ~~and application~~ of ~~US GAAP to significant non-routine transactions. In addition this has resulted in~~ a ~~lack of controls over the issuance of our stock which resulted in names of holders being spelt incorrectly~~note.

~~These weaknesses restrict our ability to timely gather, analyze and report information relative to the financial statements.~~F-25

~~Entity~~For certain ~~Level~~of ~~Controls~~the Purchasers described above the Unit Purchase Agreement 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 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. If the 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 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. We have not yet filed a Registration Statement, we have a certain number of the 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. We expect to file a Registration Statement in the near term.

1.On August ~~While~~01, we2011, ~~have~~the ~~adopted~~Company ~~corporate~~issued ~~governance~~a ~~policies,~~public ~~activities~~relations ~~and~~firm ~~processes~~150,000 ~~are~~stock ~~not~~purchase ~~always~~warrants ~~formally~~with ~~documented.~~a ~~Specifically,~~5 ~~decisions~~year ~~made~~term byand ~~the~~a ~~Board~~strike price of ~~Directors~~$0.65. toThe beCompany ~~carried~~valued ~~out~~the bywarrants ~~management~~using ~~should~~an beoption ~~documented~~pricing model and ~~communicated~~is onexpensing athe ~~timely~~$51,779 ~~basis~~fair tovalue ~~reduce~~ over the ~~likelihood~~vesting term of ~~any~~the ~~misunderstandings regarding key decisions affecting our operations and management~~warrant.

2.On WeSeptember 21, ~~currently~~2011, ~~have~~the ~~insufficient~~Company ~~resources~~issued ~~and~~a anpublic ~~insufficient~~relations ~~level~~firm ~~of monitoring and oversight~~2,400,000 ~~which~~stock ~~may~~purchase ~~restrict~~warrants ~~our~~with ~~ability~~a to2 ~~gather,~~year ~~analyze~~term and ~~report~~a ~~information~~strike ~~relative~~price toof $0.20. ~~the~~The ~~financial~~Company ~~statements~~valued inthe awarrants ~~timely~~using ~~manner,~~an ~~including~~option ~~insufficient~~pricing ~~documentation~~model and ~~review~~is ofexpensing the ~~selection~~$407,778 ~~and~~fair ~~application~~value ofover ~~US GAAP to significant non-routine transactions. In addition,~~ the ~~limited~~vesting term ~~size~~ of the ~~accounting department makes it impractical to achieve an optimum segregation of duties~~warrant.

3.On ~~There~~October 29, ~~are~~2011, ~~limited~~the ~~processes~~Company ~~and~~issued ~~limited~~a orconsulting nofirm ~~documentation~~275,000 instock ~~place~~purchase ~~for~~warrants ~~the~~with ~~identification~~a 5 year term and ~~assessment~~a strike price of ~~internal~~$0.33. The ~~and~~Company ~~external~~valued ~~risks~~the ~~that~~warrants ~~would~~using ~~influence~~an ~~the~~option ~~success~~pricing ormodel ~~failure~~and ofis expensing the ~~achievement~~$33,805 offair ~~entity-wide~~value ~~and~~over ~~activity-level~~the ~~objectives~~vesting term of the warrant.

~~Functional~~On ~~Controls~~March 14, 2012, as per the terms of a celebrity endorsement agreement the Company issued 1,000,000 stock purchase warrants with a 5 year term and ~~Segregation~~a strike price of $0.15. The Company valued the warrants using an option pricing model and is expensing the $228,474 ~~Duties~~fair value over the vesting term of the warrant.

1.On ~~There~~March 14, is2012, anas ~~inadequate~~per ~~segregation~~the terms of ~~duties~~a ~~consistent~~finders ~~with~~fee ~~control~~agreement ~~objectives.~~the ~~Our~~Company ~~management~~issued is100,000 ~~composed~~stock ofpurchase awarrants ~~small~~with ~~number~~a of5 ~~individuals~~year ~~resulting~~term in and a ~~situation~~strike ~~where~~price ~~limitations on segregation~~ of ~~duties exist~~$0.15. InThe ~~order~~Company tovalued ~~remedy~~the ~~this~~warrants ~~situation~~using wean ~~would~~option ~~need~~pricing tomodel ~~hire~~and ~~additional~~is ~~staff~~expensing tothe ~~provide greater segregation of duties. Currently~~$22,847 itfair isvalue over ~~not~~the ~~feasible~~vesting toterm ~~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~~warrant.

2.On May ~~There~~31, is2012, the Company issued a ~~lack~~consulting offirm ~~top~~500,000 ~~level~~stock ~~reviews~~purchase inwarrants ~~place~~with toa ~~review~~3 ~~targets,~~year ~~product~~term ~~development,~~and ~~joint~~a ~~ventures~~strike orprice ~~financing~~of $0.17. ~~All~~The ~~major~~Company ~~business~~valued ~~decisions~~the ~~are~~warrants ~~carried~~using ~~out~~an byoption ~~our~~pricing ~~officers~~model ~~with~~and ~~Board~~is ofexpensing ~~Directors~~the ~~approval~~$66,292 ~~when~~fair ~~needed~~value over the vesting term of the warrant.

10Note 11. Common Stock

~~Accordingly~~The acquisition of Phreadz LLC and UDM by the Company on April 27, 2010 was accounted for as ~~the~~a ~~result~~recapitalization ofby ~~identifying~~the Company. The recapitalization was the ~~above~~merger ~~material~~of ~~weaknesses,~~two weprivate ~~have~~LLCs ~~concluded~~into ~~that~~a ~~these~~non-operating ~~control~~public ~~deficiencies~~shell ~~resulted~~corporation in(the Company) with nominal net assets and as such is treated as a ~~reasonable~~capital ~~possibility~~transaction, ~~that~~rather than a ~~material~~business combination. The transaction is the equivalent ~~misstatement~~to the issuance of stock by the ~~annual~~private orcompany ~~interim~~for the net monetary assets of the shell corporation. The pre-acquisition consolidated financial statements ~~will~~of ~~not~~Phreadz beLLC ~~prevented~~and orUDM ~~detected~~are ontreated aas ~~timely~~the ~~basis~~historical byfinancial statements of the ~~company’s~~consolidated Company. Therefore ~~internal~~the ~~controls~~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 LLC and UDM in earlier periods due to the recapitalization.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for our business operations.F-26

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report herein.

	1.	On April 3, 2009, 1,920,000 shares were issued for property.
	2.	On May 28, 2009, 12,480,000 shares were issued for cash.

~~Plan~~3. ofOn ~~Remediation~~August 25, 2009, 23,136,000 shares were issued for cash.

~~We are committed to improving our financial organization~~4. AsOn ~~part~~March of10, ~~this~~2010, ~~commitment~~5,782,400 weshares ~~intend~~were toissued create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us by preparing and implementing sufficient written policies and checklists which will set forth procedures for ~~accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements~~cash.

~~Management~~5. ~~believes~~On ~~that~~April ~~preparing~~27, ~~and~~2010, ~~implementing sufficient~~42,700,000 ~~written~~were ~~policies~~issued 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. Further32,712,176 ~~management~~shares ~~believes~~were ~~that~~cancelled ~~the~~upon ~~hiring~~recapitalization ofdue 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~~reverse ~~may encounter in the future~~merger.

We6. ~~will~~On ~~continue~~May to20, ~~monitor~~2010 ~~and~~1,933,333 ~~evaluate~~shares ~~the effectiveness~~were ofissued ~~our~~at ~~internal~~$0.15 ~~controls~~for ~~and~~cash ~~procedures~~of ~~and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements~~$290, ~~as necessary and as funds allow.~~000

We7. ~~intend~~On toMay ~~take~~31, ~~appropriate~~2010, ~~and~~6,514,310 ~~reasonable steps~~shares were issued in settlement of $892,147.34 in notes assigned to ~~make~~the Company with one note-holder also receiving the ~~necessary~~“right” ~~improvements~~with their settled note to ~~remediate~~receive ~~these~~the ~~deficiencies,~~equivalent ~~including:~~amount of the face amount of their note in consideration of their note.

1)8. WeOn ~~will~~June ~~revise~~8, ~~processes~~2010 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 issues1,333,333 ~~ineffective~~shares ~~controls~~were ~~and~~issued ~~insufficient~~at ~~supervision and review by our corporate management~~$0.15 2)for Wecash ~~will continue to update the documentation~~ of ~~our internal control processes~~$200, including formal risk assessment of our financial reporting processes 3) Consolidate all books and records into one accounting system 4) Commence the development of internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision.00

~~(c)~~9. ~~Changes~~On inJune ~~Internal Controls~~22, ~~over~~2010 ~~Financial~~1,334,176 ~~Reporting~~net shares were issued on account of an April 27, 2010 Exchange Agreement

~~We intend to undertake a number of measures to remediate the material weaknesses discussed under “Management’s Report on Internal Control Over Financial Reporting” above~~10. ~~Those~~On ~~measures,~~July ~~described under “Plan of Remediation~~16,” ~~will~~2010 ~~be implemented by us in accordance with its plan of remediation~~2, ~~and when implemented~~520,000 ~~will~~shares ~~materially~~were ~~affect,~~issued orat ~~are reasonably likely to materially affect, our internal control over financial reporting~~$0.15 ~~Other~~for ~~than~~cash asof ~~described above~~$378, there have been no changes in our internal control over financial reporting during the period ended February 29, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.000

11. On November 1, 2010 1,080,000 shares were issued at $0.15 for cash of $162,000.

~~Item~~12. 5On December 3, 2010 720,000 shares were issued at $0.15 ~~Other~~for cash of $108,000.

~~None~~13. On January 31, 2010 by resolution the Board caused 2,000,000 shares to be issued for services

~~Part~~14. ~~II-~~On ~~Other~~March ~~Information~~15, 2011 2,500,000 shares were issued for an asset acquisition (Zonein2 code)

~~Item 1~~15. ~~Legal~~On ~~Proceedings~~July 27, 2011 6,460,800 shares were surrendered to the Company by a former CEO and cancelled.

~~We are not a party to any legal proceedings~~16. ~~Management~~ isOn ~~not~~September ~~aware~~7, of2011, ~~any~~the ~~legal~~Company ~~proceedings~~issued ~~proposed to be initiated against us. However~~611,512 ~~from~~shares ~~time~~ to ~~time,~~a wevendor ~~may become subject~~ to ~~claims~~settle ~~and~~an ~~litigation~~accounts ~~generally~~payable ~~associated with any business venture operating~~ in the ~~ordinary~~amount ~~course~~of $91,726.85.

~~Item~~17. On December 7, 2011 2.,500,000 ~~Unregistered~~shares ~~Sales~~were ofissued ~~Equity~~at ~~Securities~~$0.10 ~~and~~for ~~Use~~cash of ~~Proceeds~~$250,000

~~During~~18. ~~the~~On ~~three~~December ~~month~~7, ~~period~~2011 ~~ended February 29~~800,000 ~~2012,~~shares wewere ~~completed the~~issued ~~following~~for ~~transactions;~~services

A19. WeOn ~~completed~~December ~~the~~7, ~~private~~2011 ~~placement of 3~~1,~~750~~643,~~000~~ 719 shares ofwere ~~our~~issued ~~common~~to ~~stock~~settle tonotes ~~five~~and ~~investors~~accrued ~~pursuant~~interest toin ~~which~~the weamounts ~~received~~of $~~375~~225,000 inand ~~gross proceeds. We paid Ocean Cross Capital Markets~~$21, ~~LLC~~558, ~~a FINRA registered broker-dealer, $12,500 in commissions in connection with the transaction~~respectively.

B20. WeOn ~~issued~~December a7, ~~total~~2011 ~~of 800~~50,000 shares ofwere ~~our common~~issued ~~stock~~in toconnection ~~consultants~~with ~~under~~a ~~existing~~note ~~consulting agreements.~~extension

~~The~~21. ~~transactions~~On ~~described~~February ~~above was exempt under Section 4(2) and 3(b) of the Securities Act of 1933~~1, as2012 ~~amended~~1, ~~and the rules and regulations promulgated there under~~250,000 ~~including Regulations D, due to the facts that recipient of the~~ shares ~~was~~were anissued ~~accredited~~at ~~investor,~~$0.10 ~~had acquired the shares~~ for ~~investment purposes~~cash ~~and~~of ~~not with a view for re-distribution~~$125, ~~had access to sufficient information concerning the Company, and the certificate(s) representing such shares will bear a restrictive legend.~~000

~~Item~~22. 6On March 2, 2012 500,000 shares were issued at $0.20 ~~Exhibits~~for cash of $100,000

~~Exhibit Index~~23. On March 2, 2012 5,350,000 shares were issued at $0.10 for cash of $535,000

Exhibit No.		Exhibit
31.1		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.*
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		XBRL Taxonomy Extension Definition Linkbase*
101.LAB		XBRL Taxonomy Label Linkbase*
101.PRE		XBRL Taxonomy Presentation Linkbase*

24.

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

*25. ~~Filed~~On ~~herewith~~March 6, 2012 500,000 shares were issued at $0.10 for cash of $50,000

1226. On March 6, 2012 500,000 shares were issued for services

~~SIGNATURES~~27. 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.

~~Pursuant~~28. toOn ~~the~~April ~~requirements~~12, of2012 ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~447,915 ~~the~~shares ~~registrant~~were ~~has~~issued ~~duly~~under ~~caused~~an ~~this~~anti-dilution ~~report to be signed on its behalf by the undersigned, thereunto duly authorized.~~clause

	BIZZINGO, INC.
Date: April 16, 2012	By:	/s/ Douglas Toth
	Douglas Toth, Chief Executive Officer& Chief Financial Officer

29.

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

~~Pursuant~~30. toOn ~~the~~May ~~requirements~~3, of2012 ~~the Securities Exchange Act of 1934~~650,000 ~~this~~shares ~~report~~were ~~has~~issued ~~been~~for ~~signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~services

Signature	Title	Date
/s/ Douglas Toth	Chief Executive Officer& Chief Financial Officer	April 16, 2012
Douglas Toth	(Principal Executive Officer& Principal Accounting Officer)

31.

On May 3, 2012 1,500,000 shares were issued at $0.10 for cash of $150,000

1332. On July 18, 2012 14,719,833 shares were issued services, accrued stock liabilities for services and conversion of notes.

33.

On August 21, 2012 6,000,000 shares were issued for services

Note 12.

Preferred Stock

On July 14, 2011, we amended our Articles of Incorporation to authorize 100,000,000 shares of preferred stock, $0.001 par value. The amendment was approved by a majority of our shareholders. The preferred stock can be created in one or more classes having such designations, preferences, and relative, participating, optional, or other rights (including preferential voting rights), and qualifications, limitations, and/or restrictions thereof, all as may be determined by from time to time by the Board of Directors of the Corporation (the “Charter Amendment”). This type of preferred stock is known as “blank check” preferred.

F-27

BIZZINGO, INC.

(A Development Stage Company)

Notes to Financial Statements

For the period from April 3, 2009 (Inception) to August 31, 2012

(Expressed in U.S. Dollars)

Note 13.

Contingencies

There is currently a dispute that arose approximately August 14, 2010, between former Phreadz-division President Jonathan Kossmann and Phreadz, regarding certain intellectual property and confidential information of the Company. Mr. Kossmann has claimed that $30,000 is owed to him pursuant to his 2009-2010 Consulting Agreement with the Company. The Company has conducted an investigation into Mr. Kossmann’s claim with the assistance of counsel and does not believe any money is due to him. Management believes it is unlikely that the outcome of this matter will have an adverse impact on its result of operations and financial condition.

Note 14.

Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the consolidated financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follow.

Consulting Agreements

In September 2012, the Company engaged Real Media Group (“RMG”) to provide Open Adstream Service (the “Service”) consisting of the delivery and management of digital advertisements. The term of the agreement is for a period of three years starting October 01, 2012. Initially the Company will compensate RMG a one time training and setup fee of $3,000. Thereafter the fees for the service are based on monthly impressions (Advertisements) at a rate of $0.07 per thousand on the 100 hundred million Impressions and $0.05 per thousand on all monthly impressions

beyond the first 100 hundred million. Minimum monthly service fees are $500 through April 2013, then $1,000 monthly for the remainder of the term.

Placement Agent and Advisory Services

On July 11, 2012 the Company entered into an agreement with Garden State Securities, Inc. (“GSS”) as its selling/placement agent. GSS will also assist the Company in financial planning and proposed mergers and acquisitions. Upon execution of the agreement, the Company is to issue GSS an advisory fee of 500,000 shares of Company Common Stock. The Company shall also pay GSS ten percent (10%) of any gross proceeds received by the Company in connection any equity of debt financing, convertible debt financing, debt conversion or any instrument convertible into the Company’s common stock (“the Securities Financing”). In addition GSS will receive warrants (the “Warrants”) with “piggy back” registration rights, equal to ten percent (10%) of the stock issued in the Securities Financing at an exercise price equal to the investor’s warrant exercise price of the Securities Financing or the price of the Securities Financing if no warrants are issued to investors. The Company will also pay, at closing, the expense of GSS’s legal counsel pursuant to the Securities Financing equal to $25,000.

F-28

Item 2. Management’s Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

our future operating results;

our business prospects;

any contractual arrangements and relationships with third parties;

the dependence of our future success on the general economy;

any possible financings; and

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Corporate History

We were incorporated in the State of Nevada on May 12, 2005.

From May 2005 through May 2009, we were in the mineral exploration stage during which time we never realized any revenues.

On April 27, 2010, pursuant to share purchase agreements (the “Purchase Agreements”), Phreadz, Inc. (f/k/a Atwood Minerals & Mining Corp.), completed the acquisitions of Phreadz USA LLC and Universal Database of Music USA, LLC. 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.

Overview

Social Media 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.

The development of Phreadz and UDM since our acquisition described in our Corporate History above has evolved into Bizzingo. This development has culminated in www.bizzingo.com and www.Bizz.net. We intend to be a social network designed for business and commerce. We are currently finalizing with a number of business’s which we intend to launch on a limited alpha basis. We think of it 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.

Bizzingo Applications

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.

The API provides universal access to the data behind Bizzingo. Utilizing an API layer allows for efficient deployment of user interfaces for multiple devices and platforms without the need to re-tool data connections. It also allows Bizzingo to build and deploy partner-specific functionality with case-specific access parameters. The Company’s first utilization of the API is for their mobile application, Bizzingo Connect.

The Company is currently developing several 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 organize and archive private meeting and will allow meeting hosts to virtually distribute documents, such as non-disclosure agreements and meeting terms and conditions; and for participants 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.

Results of Operations

We are in the development stage and consequently is subject to the risks associated with development stage companies, including the need for additional financing; the uncertainty of our technology and intellectual property resulting in successful commercial products or services as well as the marketing and customer acceptance of such products or services; competition from larger organizations; dependence on key personnel; and dependence on corporate partners and collaborators. To achieve successful operations, we will require additional capital to continue research and development and marketing efforts. No assurance can be given as to the timing or ultimate success of obtaining future funding.

Comparison of the three months ended August 31, 2011 with the three months ended August 31, 2010

We had no revenues from operations for the periods ended August 31, 2011 and August 31, 2012.

Operating expenses for the three month period ending August 31, 2012 was ($1,136,327), compared to the same three month period in 2011 of ($526,185). This difference results from increases in product development and marketing expenses in the current period and a corresponding a large increase in our consulting fees during the current period. We do expect product development and marketing expenses to continue and increase further as more focus is placed on the development of operations.

Operating Activities

Cash use in operating activities for the period from June 1, 2012 to August 31, 2012 was ($214,628), and from June 1, 2011 to August 31, 2011 ($494,867). The consolidated Company expects net cash used in operating activities to increase going forward as the Company pursues its business plan, continues in its development and markets its services.

Financing Activities

Net cash provided by financing activities for the period from June 1, 2012 to August 31, 2012 was approximately $211,746, and from June 1, 2011 to August 31, 2012 was approximately $495,000. This consisted of net proceeds received from the issuance of notes payable and shares issued for cash.

Liquidity and Capital Resources

As of August 31, 2012, we had a working capital deficit of ($1,995,147) compared to a working capital deficit of ($2,690,673) as of August 31, 2011. Cash and cash equivalents at August 31, 2012 was $14,222 compared to a balance of $17,104 as at August 31, 2011. Our current level of operations does not generate sufficient 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.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of note payables and further issuances of securities.

We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business; and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The independent auditors’ report accompanying our audited financial statements for the year ended May 31, 2012 contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K

Item 4. Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, 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 Securities Exchange Act of 1934, as amended (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 Securities and Exchange Commission’s (“SECs”) 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.

(b) Management’s Report on Internal Control over Financial Reporting

Our 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, our principal executive and principal financial officers, or persons performing similar functions, and effected by our 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:

1.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;
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 our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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

Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of August 31, 2012 based on the framework established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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

A material weakness is a control deficiency, or combination of 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.

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

Our assessment identified certain material weaknesses which are set forth below:

Financial Statement Close Process

There are insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

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

We currently have 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 transactions. In addition this has resulted in a lack of controls over the issuance of our stock which resulted in names of holders being spelt incorrectly.

These weaknesses restrict our ability to timely gather, analyze and report information relative to the financial statements.

Entity Level Controls

While we have adopted corporate governance policies, activities and processes are not always formally documented. Specifically, decisions made by the Board of Directors to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.

We currently haveinsufficient resources and an insufficient level of monitoring and oversight, which may restrict our 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.

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

Functional Controls and Segregation of Duties

There is an inadequate segregation of duties consistent with control objectives. Our 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.

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 our officers with Board of Directors approval when needed.

Accordingly, 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.

Plan of Remediation

We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us by preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

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.

We will 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.

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies, including:

1)	We 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.
2)	We will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes
3)	Consolidate all books and records into one accounting system
4)	Commence the development of internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision.

We intend to undertake a number of measures to remediate the material weaknesses discussed under “Management’s Report on Internal Control Over Financial Reporting” above. Those measures, described under “Plan of Remediation,” will be implemented by us in accordance with its plan of remediation, and when implemented, will materially affect, or are reasonably likely to materially affect, our internal control over financial reporting. Other than as described above, there have been no changes in our internal control over financial reporting during the period ended August 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 5. Other

None

Part II- Other Information

Item 1. Legal Proceedings

We are not a party to any material legal proceedings However, from time to time, we may become subject to claims and litigation generally associated with any business venture operating in the ordinary course.

Item 1A. Risk Factors

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ended August 31, 2012, we completed the following transactions

On July 18, 2012, 14,719,833 shares were issued services, accrued stock liabilities for services and conversion of notes.

On August 21, 2012, 6,000,000 shares were issued for services.

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 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.

Item 3. Defaults upon Senior Securities

No report required.

Item 4. (Removed and Reserved)

No report required.

Item 5. Other Information

N/A

Item 6. Exhibits

Exhibit Index

Exhibit No.

Exhibit

31.1

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.*

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		BIZZINGO, INC.

Date: October 22, 2011	By:	/s/ Douglas Toth
		Douglas Toth
		Chief Executive Officer

Filing Compare · Bizzingo, Inc.