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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 quarterly period ended ~~August 31~~February 28, ~~2012~~2013

o☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File No.: 000-54491

BUILDABLOCK CORP.

(Exact name of registrant as specified in its charter)

Florida (State or Other Jurisdiction of Incorporation or Organization)		22-3914075 (I.R.S. Employer Identification No.)
Florida		22-3914075
382 NE 191st Street, #83251, Miami, FL (Address of principal executive offices)		33179-3899 (Zip Code)
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

382 NE 191 ^st Street, #83251, Miami, FL		33179-3899
(Address of principal executive offices)		(Zip Code)

(855) 946-5255

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x ☒ No ¨ ☐

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

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ Smaller reporting company ☒ (Do not check if a smaller reporting company) ~~Smaller reporting company x~~

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

As of ~~September~~February 28, ~~2012~~2013, 23,937,979 shares of common stock, par value $0.00001 per share, of the registrant were outstanding.

SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of the Private Securities ~~Litigation~~ Litigation Reform Act of 1995. Discussions containing such forward-looking statements may be found in Items 2 and 3 of Part I of ~~this~~ this Report, as well as within this Report generally. The words “believes,” “anticipates,” “thinks,” “expects,” “estimates,” “plans,” “intends,” and similar expressions are intended to identify forward-looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Report with the Securities and Exchange Commission (the “SEC”). These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this section and Items 2 and 3 of Part I, as well as in Part II, Item 1A, “Risk Factors” of this Report, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended November 30, ~~2011~~2012. In addition, new risks emerge from time to time and it is not ~~possible~~ possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given ~~these~~ these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements. These risks and ~~uncertainties~~ uncertainties include, but are not limited to:

•● our ability to commercialize the Buildablock Platform; ● our ability to establish critical strategic partnerships; ● our ability to achieve adoption of the Buildablock Platform by consumers and merchants; ● our ability to generate revenues and achieve profitable operations; ● our ability to raise additional financing required to fund our operations; ● competition; ● our dependence on the use of social media as a tool for commercial transactions; ● risks associated with protecting our proprietary rights; ● the outcome of future litigation; ● costs associated with and compliance with securities laws and regulations; ● dependence on our information systems; and ● retention of key personnel.

• our ability to establish critical strategic partnerships;

• our ability to achieve adoption of the Buildablock Platform by consumers and merchants;

• our ability to generate revenues and achieve profitable operations;

• our ability to raise additional financing required to fund our operations;

• competition;

• our dependence on the use of social media as a tool for commercial transactions;

• risks associated with protecting our proprietary rights;

• the outcome of future litigation;

• costs associated with and compliance with securities laws and regulations;

• dependence on our information systems; and

• retention of key personnel.

EXPLANATORY NOTE:

The current management submitting the following unaudited financial statements were not employed by the Company nor Board members for the financial periods presented below. The current Board of Directors in the best interests of the Shareholders chooses to file the necessary reporting obligations as a Voluntary Reporting Company. These unaudited financial reports are for a period prior to the filing of the FORM 15 dated October 4, 2013 with the SEC. The information is to the best of managements knowledge at the time of the filing.

BUILDABLOCK CORP.

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets as of August 31, 2012 (unaudited) and November 30, 2011	4
	Condensed Consolidated Balance Sheets as of February 28, 2013 (unaudited) and November 30, 2012	5
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Nine and Three Months Ended August 31, 2012 and August 31, 2011 (unaudited) and period May 1, 2012 through August 31, 2012 (development stage)	5
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended February 28, 2013 and February 28, 2012 (unaudited) and period May 1, 2012 through February 28, 2013(development stage)	6
	Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the years ended November 30, 2011 and 2010 and Nine Months Ended August 31, 2012 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended February 28, 2013 and 2012 (unaudited) and period May 1, 2012 through February 28, 2013 (development stage)(unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended August 31, 2012 and 2011 (unaudited) and period May 1, 2012 through August 31, 2012 (development stage)	7
	Notes to Condensed Consolidated Financial Statements	9
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	3029
Item 5.	Other Information	30
Item 6.	Exhibits.	30
SIGNATURES		31

~~PART I~~BUILDABLOCK CORP. ~~FINANCIAL INFORMATION~~

~~Item~~(formerly Hipso 1.Multimedia, ~~Condensed Consolidated Financial Statements~~Inc.

~~BUILDABLOCK CORP.~~ (~~FORMERLY HIPSO MULTIMEDIA, INC.)~~a (Adevelopment ~~DEVELOPMENT~~stage ~~STAGE COMPANY~~company)

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

~~AUGUST~~February 28, 312013, ~~2012~~and ~~(UNAUDITED)~~November ~~AND NOVEMBER~~ 30, ~~2011~~2012

	IN US$
	August 31,			November 30,
	2012			2011
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	777,692		$	-
Current assets held under discontinued operations		-			35,181
Total Current Assets		777,692			35,181
OTHER ASSETS
Intellectual property		10,000			-
Total Assets	$	787,692		$	35,181
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdraft	$	-		$	301
Accounts payable		103,348			38
Accrued expenses		60,380			60,380
Current liabilities held under discontinued operations		-			2,550,328
Total Current Liabilities		163,728			2,611,047
TOTAL LIABILITIES		163,728			2,611,047
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $0.00001, 100,000,000 shares authorized, 23,937,979 and 8,559,721 issued and outstanding at August 31, 2012 and November 30, 2011, respectively		239			86
Additional paid-in capital		2,357,129			1,551,368
Additional paid-in capital - options and warrants		1,075,539			145,512
Subscription receivable		(76,927	)		-
Accumulated deficit		(1,884,979	)		(4,150,676	)
Deficit accumulated during the development stage		(658,246	)		-
Accumulated other comprehensive income (loss)		(188,791	)		(122,156	)
Total Stockholders' Equity (Deficit)		623,964			(2,575,866	)
Total Liabilities and Stockholders' Equity (Deficit)	$	787,692		$	35,181

(unaudited)

See accompanying notes to condensed consolidated financial statements.


	2/28/13			11/30/12
	(unaudited)			(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	196,960		$	362,007
Current assets held under discontinued operations		-			-
Total Current Assets		196,960			362,007

OTHER ASSETS
Intellectual property		10,000			10,000
Total other assets		10,000			10,000
Total Assets		206,960			372,007

LIABILITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES	$	-		$	-
Cash overdraft		180,121			69,083
Accounts payable		60,380			60,380
Accrued expenses		2,500			2,500
Convertible note payable - third party
Current liabilities held under discontinued operations		-			-
Total Current Liabilities		243,001			131,963
Total Liabilities		243,001			131,963

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, par value $0.00001, 100,000,000 shares authorized, 23,937,979 and 23,937,979 shares issued and outstanding at February 28, 2013, and November 30, 2012, respectively		239			239
Additional paid-in capital		2,357,129			2,357,129
Additional paid-in capital - options and warrants		1,075,539			1,075,539
Subscription receivable		(76,927	)		(76,927	)
Accumulated deficit		(1,884,979	)		(1,884,979	)
Deficit accumulated during the development stage		(1,318,000	)		(1,042,104	)
Accumulated other comprehensive income (loss)		(189,042	)		(188,853	)
Total Stockholders’ Equity (Deficit)		(36,041	)		240,044

Total Liabilities and Stockholders’ Equity (Deficit)	$	206,960		$	372,007

4See accompanying notes to consolidated financial statements

~~BUILDABLOCK CORP.~~5

~~(FORMERLY HIPSO MULTIMEDIA, INC.)~~BUILDABLOCK ~~(A DEVELOPMENT STAGE COMPANY)~~CORP.

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME~~ (~~LOSS)~~formerly ~~FOR~~Hipso ~~THE NINE AND THREE MONTHS ENDED AUGUST 31~~Multimedia, ~~2012 AND 2011 (UNAUDITED)~~Inc.

~~AND PERIOD MAY 1, 2012 THROUGH AUGUST~~(a ~~31,~~development ~~2012~~stage ~~(DEVELOPMENT STAGE~~company)

INCONSOLIDATED STATEMENTS ~~US$~~OF OPERATIONS AND COMPREHENSIVE LOSS

													Period
	For the nine months ended						For the three months ended						May 1, 2012
	August 31,			August 31,			August 31,			August 31,			through
	2012			2011			2012			2011			August 31, 2012
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE	$	-		$	-		$	-		$	-		$	-
COSTS AND EXPENSES
Cost of sales		-			-			-			-			-
Depreciation and amortization		-			-			-			-			-
Research and development		257,568			-			164,768			-			257,568
Administrative expenses		737,606			166,655			284,891			28,525			400,678
Total Costs and Expenses		995,174			166,655			449,659			28,525			658,246
OPERATING LOSS		(995,174	)		(166,655	)		(449,659	)		(28,525	)		(658,246	)
NON-OPERATING INCOME (EXPENSE)
Interest expense		-			-			-			-			-
Total Non-Operating Expense		-			-			-			-			-
NET LOSS FROM CONTINUING OPERATIONS		(995,174	)		(166,655	)		(449,659	)		(28,525	)		(658,246	)
DISCONTINUED OPERATIONS
Gain (loss) on disposal of subsidiary		2,648,735			-			-			-			-
Gain (loss) from discontinued operations		(46,110	)		(538,069	)		-			(192,103	)		-
NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS		2,602,625			(538,069	)		-			(192,103	)		-
NET INCOME (LOSS)	$	1,607,451		$	(704,724	)	$	(449,659	)	$	(220,628	)	$	(658,246	)
NET INCOME PER COMMON SHARE (BASIC)
From continuing operations	$	(0.06	)	$	(0.02	)	$	(0.02	)	$	(0.00	)
From discontinued operations		0.17			(0.06	)		-			(0.02	)
	$	0.10		$	(0.08	)	$	(0.02	)	$	(0.03	)
Weighted average shares outstanding (BASIC)		15,741,046			8,341,477			23,982,979			8,532,139
NET INCOME PER COMMON SHARE (DILUTED)
From continuing operations	$	(0.04	)	$	(0.02	)	$	(0.02	)	$	(0.00	)
From discontinued operations		0.12			(0.06	)		-			(0.02	)
	$	0.07		$	(0.08	)	$	(0.02	)	$	(0.03	)
Weighted average shares outstanding (DILUTED)		22,467,328			8,341,477			23,982,979			8,532,139
OTHER COMPREHENSIVE LOSS - CONTINUING OPERATIONS
Comprehensive loss - beginning of period	$	(995,174	)	$	(166,655	)	$	(449,659	)	$	(28,525	)
Cumulative translation adjustments		(66,635	)		(109,907	)		3			(10,235	)
Comprehensive loss - end of period	$	(1,061,809	)	$	(276,562	)	$	(449,656	)	$	(38,760	)

For the Three Months Ended February 28, 2013 and 2012, and the
Period May 1, 2012, through February 28, 2013 (Development Stage)
(unaudited)

See accompanying notes to condensed consolidated financial statements.


	Three Months			Three Months			Period 5/1/12
	Ended 2/28/13			Ended 2/28/12			through 2/28/13
	(unaudited)			(unaudited)			(unaudited)

REVENUE	$	-		$	6,431		$	-
COSTS AND EXPENSES
Cost of sales		-			5,562			-
Depreciation and amortization		-			-			-
Research and development		75,700						333,268
Administrative expenses		200,196			155,371			984,732
Total costs and expenses		275,896			160,933			1,318,000
OPERATING LOSS		(275,896	)		(154,502	)		(1,318,000	)
NON-OPERATING INCOME (EXPENSE)
Interest expense					(35,361	)
Total Non-Operating Expense					(35,361	)
NET LOSS FROM CONTINUING OPERATIONS		(275,896	)		(189,863	)		(1,318,000	)
DISCONTINUED OPERATIONS
Gain (loss) on disposal of subsidiary		-			-			-
Gain (loss) from discontinued operations		-			-			-

NET GAIN FROM DISCONTINUED OPERATIONS		-			-			-
NET INCOME (LOSS)	$	(275,896	)	$	(189,863	)	$	(1,318,000	)
NET INCOME PER COMMON SHARE (BASIC)
From continuing operations	$	(0.01	)	$	(0.02	)		-
From discontinued operations	$	(0.01	)	$	(0.02	)		-

Weighted average shares outstanding (BASIC)		23,982,979			8,607,965			-
NET INCOME PER COMMON SHARE (DILUTED)
From continuing operations	$	(0.01	)	$	(0.02	)		-
From discontinued operations	$	(0.01	)	$	(0.02	)		-

Weighted average shares outstanding (BASIC)		23,982,979			8,607,965			-
OTHER COMPREHENSIVE LOSS - CONTINUING OPERATIONS
Comprehensive loss - beginning of period	$	(188,853	)	$	(189,863	)		-
Cumulative translation adjustments		(189	)		(66,638	)		-

Comprehensive loss - end of period	$	(189,042	)	$	(256,501	)		-

5The accompanying notes are an integral part of these statements.

~~BUILDABLOCK CORP.~~6

~~(FORMERLY HIPSO MULTIMEDIA, INC~~BUILDABLOCK CORP.)

(Aformerly Hipso ~~DEVELOPMENT~~Multimedia, ~~STAGE COMPANY)~~Inc.

~~CONSOLIDATED STATEMENT OF CHANGES IN~~(a ~~STOCKHOLDERS’~~development ~~EQUITY~~stage ~~(DEFICIT~~company)

~~FOR THE YEARS ENDED NOVEMBER 30, 2011~~CONSOLIDATED ~~AND~~STATEMENTS ~~2010~~OF ~~AND~~CASH ~~NINE MONTHS ENDED AUGUST 31, 2012 (UNAUDITED)~~FLOWS

												Additional
									Additional			Paid-in					Retained			Deficit Accumulated			Accumulated Other
	Preferred Stock				Common Stock				Paid-in			Capital-Options		Subscription			Earnings			During the			Comprehensive
	Shares		Amount		Shares		Amount		Capital			and Warrants		Receivable			(Deficit)			Development Stage			Income (Loss)			Total
Balance November 30, 2009		-	$	-		7,150,439	$	71	$	668,793		$	-	$	-		$	(2,138,376	)	$	-		$	(61,301	)	$	(1,530,813	)
Shares issued for cash		-		-		376,782		4		192,766			145,512		-			-			-			-			338,282
Shares issued for services		-		-		212,500		2		178,398			-		-			-			-			-			178,400
Exercise of stock options		-		-		85,000		1		42,999			-		-			-			-			-			43,000
Fair value of options granted		-		-		-		-		36,000			-		-			-			-			-			36,000
Fair value of rent contributed by major shareholder		-		-		-		-		40,860			-		-			-			-			-			40,860
Conversion of liability to paid in capital - related party		-		-		-		-		40,000			-		-			-			-			-			40,000
Net loss for the year ended November 30, 2010		-		-		-		-		-			-		-			(1,151,835	)		-			(48,207	)		(1,200,042	)
Balance November 30, 2010		-		-		7,824,721		78		1,199,816			145,512		-			(3,290,211	)		-			(109,508	)		(2,054,313	)
Shares issued for conversion of loan payable to shareholders		-		-		381,250		4		121,996			-		-			-			-			-			122,000
Shares issued for services, net of shares cancelled for services		-		-		174,583		2		93,698			-		-			-			-			-			93,700
Shares issued for cash		-		-		179,167		2		94,998			-		-			-			-			-			95,000
Fair value of rent contributed by major shareholder		-		-		-		-		40,860			-		-			-			-			-			40,860
Net loss for the year ended November 30, 2011		-		-		-		-		-			-		-			(860,465	)		-			(12,648	)		(873,113	)
Balance November 30, 2011		-		-		8,559,721		86		1,551,368			145,512		-			(4,150,676	)		-			(122,156	)		(2,575,866	)
Shares issued for services		-		-		195,763		2		75,458			-		-			-			-			-			75,460
Fair value of rent contributed by major shareholder		-		-		-		-		10,215			-		-			-			-			-			10,215
Net income for the five months ended April 30, 2012		-		-		-		-		-			-		-			2,265,697			-			(66,638	)		2,199,059
Balance April 30, 2012		-		-		8,755,484		88		1,637,041			145,512		-			(1,884,979	)		-			(188,794	)		(291,132	)
Shares issued for services and accounts payable		-		-		480,000		4		119,996			-		-			-			-			-			120,000
Shares issued for cash		-		-		5,947,000		59		590,181			896,510		(85,655	)		-			-			-			1,401,095
Shares issued for intellectual property		-		-		8,755,484		88		9,912			-		-			-			-			-			10,000
Fractional shares issued		-		-		11		-		(1	)		-		-			-			-			-			(1	)
Net loss for the period May 1, 2012 through May 31, 2012 (development stage)		-		-		-		-		-			-		-			-			(208,587	)		-			(208,587	)
Balance May 31, 2012		-		-		23,937,979		239		2,357,129			1,042,022		(85,655	)		(1,884,979	)		(208,587	)		(188,794	)		1,031,375
Cash received for shares issued		-		-		-		-		-			-		8,728			-			-			-			8,728
Fair value of options granted		-		-		-		-		-			33,517		-			-			-			-			33,517
Net loss for the period June 1, 2012 through August 31, 2012 (development stage)		-		-		-		-		-			-		-			-			(449,659	)		3			(449,656	)
Balance August 31, 2012		-	$	-		23,937,979	$	239	$	2,357,129		$	1,075,539	$	(76,927	)	$	(1,884,979	)	$	(658,246	)	$	(188,791	)	$	623,964

For the Three Months Ended February 28, 2013 and 2012, and the

~~See~~Period May ~~accompanying~~1, ~~notes~~2012, tothrough ~~condensed~~February ~~consolidated financial~~28, ~~statements.~~2013 (Development Stage)

6(unaudited)

BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY)


	Three Months			Three Months			Period 5/1/12
	Ended 2/28/13			Ended 2/28/12			through 2/28/13
	(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS:
Net income (loss)	$	(275,896	)	$	(189,863	)	$	(1,318,000	)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation and amortization		-			-			-
Stock based compensation and shares issued for services		-			192,476			-
Contributed expenses by management		-			30,645			-
Changes in operating assets and liabilities:
Accounts receivable		-			-			-
Prepaid expenses and other current assets		-			-			-
Accounts payable and accrued expenses		111,038			99,912			224,968
Net cash used for operating activities		(164,858	)		133,170			(1,093,032)

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in cash overdraft		-			(102	)		(196,569	)
Cash received for common stock		-			1,486,750			1,486,750
Loan payable to bank
Loan payable to shareholders		-						-
Net cash provided by financing activities		-			1,486,648			1,290,181

DISCONTINUED OPERATIONS
Operating activities		-			(40,765	)		-
Investing activities		-			-			-
Financing activities		-			23
Total Discontinued Operations		-			(40,742	)		-
EFFECT OF EXCHANGE RATE ON CASH		(189	)		3,927			(189	)
INCREASE (DECREASE) IN CASH		(165,047	)		90,527			196,960
CASH, BEGINNING OF YEAR		362,007			-			-
CASH, END OF PERIOD	$	196,960		$	1,583,003		$	196,960

~~CONDENSED CONSOLIDATED STATEMENTS OF~~See ~~CASH~~accompanying ~~FLOWS FOR~~notes ~~THE~~to ~~NINE~~financial ~~MONTHS ENDED AUGUST 31, 2012 AND 2011 (UNAUDITED) AND PERIOD MAY 1, 2012 THROUGH AUGUST 31, 2012 (DEVELOPMENT STAGE)~~statements.

	IN US$
							Period
	For the nine months ended						May 1, 2012
	August 31,			August 31,			through
	2012			2011			August 31, 2012
	(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS:
Net income (loss)	$	(995,174	)	$	(166,655	)	$	(658,246	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		-			-			-
Stock based compensation and shares issued for services		192,476			88,270			-
Contributed expenses by management		30,645			20,430			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		99,912			-			145,558
Net cash used in operating activities		(672,141	)		(57,955	)		(512,688	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in cash overdraft		(102	)		-			(196,370	)
Cash received for common stock		1,486,750			50,000			1,486,750
Net cash provided by financing activities		1,486,648			50,000			1,290,380
DISCONTINUED OPERATIONS
Operating activities		(40,765	)		(243,250	)		-
Investing activities		-			-			-
Financing activities		23			239,218			-
		(40,742	)		(4,032	)		-
EFFECT OF EXCHANGE RATE ON CASH		3,927			(691	)		-
INCREASE (DECREASE) IN CASH		777,692			(12,678	)		777,692
CASH, BEGINNING OF YEAR		-			13,005			-
CASH, END OF PERIOD	$	777,692		$	327		$	777,692
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
NONCASH OPERATING AND FINANCING ACTIVITIES
Conversion of notes payable - related parties for equity	$	-		$	122,000		$	-
Common shares issued for intellectual property	$	10,000		$	-		$	-

~~See accompanying notes to condensed consolidated~~BUILDABLOCK ~~financial statements~~CORP.

7(formerly Hipso Multimedia, Inc.

~~BUILDABLOCK CORP.~~ (~~FORMERLY HIPSO MULTIMEDIA, INC.)~~a (Adevelopment ~~DEVELOPMENT~~stage ~~STAGE COMPANY~~company)

~~CONDENSED~~ CONSOLIDATED ~~FINANCIAL STATEMENTS~~ ~~(UNAUDITED) FOR~~STATEMENTS ~~THE~~OF ~~NINE~~CASH ~~MONTHS ENDED AUGUST 31, 2012 AND 2011~~FLOWS

~~NOTE~~For the 1Three –Months ~~ORGANIZATION~~Ended ~~AND~~February ~~BASIS~~28, OF2013 ~~PRESENTATION~~and 2012, and the

~~The unaudited condensed consolidated financial~~Period ~~statements~~May ~~included herein have been prepared~~1, ~~without audit~~2012, ~~pursuant~~through toFebruary ~~the~~28, ~~rules~~2013 ~~and regulations of the Securities and Exchange Commission~~ (~~“SEC”).~~Development The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual consolidated statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the November 30, 2011 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.Stage)

~~These condensed consolidated~~ (unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the consolidated operations and cash flows for the periods presented.)

Buildablock Corp. (the “Company”) formerly HIPSO Multimedia, Inc., a Florida corporation, was incorporated in April 2005. As described in Note 7, the Company entered into an Asset Purchase Agreement on November 30, 2011 providing for the acquisition of intellectual property rights comprised of an Internet and mobile service platform whose purpose is to empower or capitalize on the growth of the neighborhood, local economy (the “Buildablock Assets”). The Buildablock Assets are in the development stage. In addition to Buildablock’s social networking library, the service is enriched by its new “DealWink” engine, a new e-commerce platform that combines the power of group buying, couponing, and price aggregation, among other things, to drive both value to its customers and opportunity to the retailer. Effective March 7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, the Company effected a reverse stock split of the Company’s outstanding shares of common stock, par value $0.00001, on a one-for-eight (1:8) basis (which occurred on March 7, 2012) and issued an aggregate of 8,755,484 shares of common stock effective March 7, 2012, representing 50% of the Company’s outstanding shares after giving effect to the one-for-eight reverse stock split and issuance of the shares. The Buildablock Assets were valued at $10,000. Upon the closing of the transaction, Messrs. Gary Oberman and Bartek Bulzak were elected to the Company’s Board of Directors, Mr. Oberman was appointed President and Chief Executive Officer and Mr. Bulzak was appointed Chief Technology Officer. Effective February 24, 2012, the name of the Company was changed to Buildablock Corp.

	Three Months		Three Months		Period 5/1/12
	Ended 2/28/13		Ended 2/28/12		through 2/28/13
	(unaudited)		(unaudited)		(unaudited)
SUPPLEMENT AL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-	$	-	$	-
NONCASH OPERATING AND FINANCING ACTIVITIES:
Conversion of notes payable - related parties for equity	$	-	$	-	$	-
Common shares issued for intellectual property	$	-	$	10,000	$	-

~~On June 5, 2012, the Company formed a Canadian subsidiary, Buildablock~~See ~~Canada~~accompanying ~~Inc.~~notes ~~(“Buildablock~~to ~~Canada”).~~financial ~~Since inception, Buildablock Canada has had little activity~~statements. ~~The Company anticipates that Buildablock Canada will engage in research and development activities.~~

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.8

8BUILDABLOCK CORP.

~~BUILDABLOCK CORP.~~ (FORMERLY HIPSO MULTIMEDIA, INC.) ~~(A DEVELOPMENT STAGE COMPANY)~~

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ (~~UNAUDITED)~~A ~~FOR~~DEVELOPMENT ~~THE~~STAGE ~~NINE MONTHS ENDED AUGUST 31, 2012 AND 2011~~COMPANY)

~~NOTE~~CONSOLIDATED 1FINANCIAL –STATEMENTS ~~ORGANIZATION AND BASIS OF PRESENTATION~~ (~~CONTINUED~~UNAUDITED)

~~Going~~FOR ~~Concern~~THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012

~~With the disposition of Valtech, the Company commenced operating~~NOTE in1 ~~the~~– ~~development~~ORGANIZATION ~~stage~~AND asBASIS itOF ~~develops its purchased intellectual property. The Company has no revenues and nominal assets other than cash which was raised during May 2012 as part of a private placement.~~PRESENTATION

~~New management has had some preliminary~~These ~~discussions~~condensed ~~regarding~~consolidated ~~further~~unaudited ~~capitalization~~financial ofstatements ~~the~~reflect ~~Company.~~all ~~These~~adjustments, ~~plans~~including ~~include~~normal ~~the~~recurring ~~raising~~adjustments ofwhich, ~~capital~~in ~~through~~ the ~~equity markets~~opinion ~~to fund future operations and generating adequate revenues for the new business~~ of ~~the~~management, ~~Company.~~are ~~Even~~necessary ~~if the Company raises sufficient capital~~ to ~~support~~present ~~its~~fairly ~~operating expenses and generates revenues, there can be no assurance that~~ the ~~revenues~~consolidated ~~will~~operations ~~be sufficient to enable it to develop business to a level where it will generate profits~~ and cash flows ~~from~~for ~~operations. These matters raise substantial doubt about~~ the ~~Company’s~~periods ~~ability to continue as a going concern~~presented. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~NOTE~~Buildablock Corp. 2(the –“Company”) ~~SUMMARY~~formerly OFHIPSO ~~SIGNIFICANT~~Multimedia, ~~ACCOUNTING~~Inc., ~~POLICIES~~a Florida corporation, was incorporated in April 2005. As described in Note 7, the Company entered into an Asset Purchase Agreement on November 30, 2011 providing for the acquisition of intellectual property rights comprised of an Internet and mobile service platform whose purpose is to empower or capitalize on the growth of the neighborhood, local economy (the “Buildablock Assets”). The Buildablock Assets are in the development stage. In addition to Buildablock’s social networking library, the service is enriched by its new “DealWink” engine, a new e-commerce platform that combines the power of group buying, couponing, and price aggregation, among other things, to drive both value to its customers and opportunity to the retailer. Effective March 7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, the Company effected a reverse stock split of the Company’s outstanding shares of common stock, par value $0.00001, on a one-for-eight (1:8) basis (which occurred on March 7, 2012) and issued an aggregate of 8,755,484 shares of common stock effective March 7, 2012, representing 50% of the Company’s outstanding shares after giving effect to the one-for-eight reverse stock split and issuance of the shares. The Buildablock Assets were valued at $10,000. Upon the closing of the transaction, Messrs. Gary Oberman and Bartek Bulzak were elected to the Company’s Board of Directors, Mr. Oberman was appointed President and Chief Executive Officer and Mr. Bulzak was appointed Chief Technology Officer. Effective February 24, 2012, the name of the Company was changed to Buildablock Corp.

~~Principles~~On June of5, ~~Consolidation~~2012, the Company formed a Canadian subsidiary, Buildablock Canada Inc. (“Buildablock Canada”). Since inception, Buildablock Canada has had little activity. The Company anticipates that Buildablock Canada will engage in research and development activities.

~~The~~Effective July ~~consolidated~~1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements ~~include~~in conformity with U.S. GAAP. Rules and interpretive releases of the ~~accounts~~SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the ~~Company~~Codification ~~and~~carries ~~its~~an ~~subsidiary~~equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All ~~significant~~other ~~intercompany~~non-grandfathered, ~~accounts~~non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and ~~transactions~~provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been ~~eliminated~~updated infor ~~consolidation~~the Codification.

~~Development Stage Company~~9

~~The Company is considered to be in the development stage as~~BUILDABLOCK ~~defined in ASC 915~~CORP. ~~The Company has devoted substantially all of its efforts to the development of its software platform.~~

~~Use~~(FORMERLY HIPSO ofMULTIMEDIA, ~~Estimates~~INC.)

~~The preparation of financial statements~~(A inDEVELOPMENT ~~conformity~~STAGE with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.COMPANY)

~~Cash~~CONSOLIDATED FINANCIAL ~~and~~STATEMENTS ~~Cash Equivalents~~(UNAUDITED)

~~The Company considers all highly liquid debt instruments and~~FOR ~~other~~THE ~~short-term~~THREE ~~investments~~MONTHS ~~with~~ENDED anFEBRUARY ~~initial~~28, ~~maturity~~2013 ofAND ~~three months or less to be cash equivalents.~~2012

9NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

~~BUILDABLOCK CORP.~~Going ~~(FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY)~~Concern

~~CONDENSED~~With the ~~CONSOLIDATED~~disposition ~~FINANCIAL~~of ~~STATEMENTS (UNAUDITED) FOR~~Valtech, ~~THE~~the ~~NINE~~Company ~~MONTHS~~commenced ~~ENDED~~operating ~~AUGUST~~in ~~31,~~the ~~2012~~development ~~AND~~stage ~~2011~~as it develops its purchased intellectual property.

~~NOTE~~The Company 2has –no ~~SUMMARY~~revenues OFand ~~SIGNIFICANT~~nominal ~~ACCOUNTING~~assets ~~POLICIES (CONTINUED)~~other than cash which was raised during May 2012 as part of a private placement.

~~Comprehensive~~New management ~~Income~~has had some preliminary discussions regarding further capitalization of the Company. These plans include the raising of capital through the equity markets to fund future operations and generating adequate revenues for the new business of the Company. Even if the Company raises sufficient capital to support its operating expenses and generates revenues, there can be no assurance that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The Company adopted ASC 220-10, “Reporting~~NOTE ~~Comprehensive~~2 ~~Income,”~~– ~~(formerly~~SUMMARY ~~SFAS~~OF ~~No.~~SIGNIFICANT ~~130).~~ACCOUNTING ~~ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.~~POLICIES

~~Comprehensive~~Principles ~~income is a more inclusive financial reporting methodology that includes disclosure~~ of ~~information that historically has not been recognized in the calculation of net income.~~Consolidation

~~Fair~~The consolidated ~~Value~~financial statements include the accounts of ~~Financial~~the ~~Instruments~~Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~The carrying amounts reported in the consolidated balance sheets~~Development ~~for~~Stage cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the loans payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company ~~for similar borrowings.~~

~~Currency~~The Company ~~Translation~~is considered to be in the development stage as defined in ASC 915 . The Company has devoted substantially all of its efforts to the development of its software platform.

~~For~~Use subsidiaries outside the United States that prepare financial statements in currencies other than the U.S. dollar, the Company translates income and expense amounts at average exchange rates for the year, translates assets and liabilities at year-end exchange rates and equity at historical rates. The Company’s functional currency is the Canadian dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the results of ~~operations.~~Estimates

~~Revenue~~The preparation ~~Recognition~~of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

~~Through April 30, 2012, the Company through~~Cash ~~Valtech received revenue from subscribers to its triple play network in which it provided digital TV, voice over internet protocol (VoIP),~~ and ~~high~~Cash speed internet access, all via fiber optic cable. The Company billed its subscribers on a monthly basis and recognized the monthly revenue based upon the specific plan selected by the subscriber. The Company additionally provided contracted services to wire commercial buildings with fiber optic cable in order to provide for similar services. Valtech was sold on April 30, 2012. For reporting periods ended after April 30, 2012, revenues for Valtech are reported net of operating expenses as gain or loss from discontinued operations.Equivalents

~~Buildablock is a development stage company~~The ~~and~~Company ~~has~~considers ~~not~~all ~~yet~~highly ~~recorded~~liquid ~~any~~debt ~~revenues.~~instruments ~~Buildablock~~and ~~plans~~other toshort-term ~~recognize~~investments ~~revenue~~with ~~from~~an ~~sales~~initial ~~when~~maturity ~~the following criteria are met: persuasive evidence~~ of anthree ~~arrangement~~months ~~exists; delivery has occurred; the selling price is fixed~~ or ~~determinable;~~less to ~~and~~be ~~collectability~~cash ~~is reasonably assured~~equivalents.

The Company plans to record as revenue the net amount it retains from the sale of products, excluding any applicable taxes, after remitting the payment to the merchant minus the transaction fees. Revenue will be recorded on a net basis because the Company plans to act as an agent of the merchant in the transaction.10

~~The Company plans that the merchant will~~BUILDABLOCK ~~be the primary obligor in these transactions, will be subject to inventory risk, and will have latitude in establishing prices~~CORP. ~~The Company plans to perform a service by acting as the agent of the merchant which will be responsible for fulfillment, and therefore revenue is planned to be recorded on a net basis.~~

~~Accounts~~(FORMERLY HIPSO ~~Receivable~~MULTIMEDIA, INC.)

~~The~~(A ~~Company~~DEVELOPMENT ~~conducts~~STAGE ~~business and extends credit based on an evaluation of the customers’ financial condition, generally without requiring collateral.~~COMPANY)

10CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~BUILDABLOCK CORP.~~FOR ~~(FORMERLY~~THE ~~HIPSO~~THREE ~~MULTIMEDIA,~~MONTHS ~~INC.) (A~~ENDED ~~DEVELOPMENT~~FEBRUARY ~~STAGE~~28, ~~COMPANY)~~2013 AND 2012

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~NOTE ~~(UNAUDITED) FOR~~2 ~~THE~~– ~~NINE~~SUMMARY ~~MONTHS~~OF ~~ENDED~~SIGNIFICANT ~~AUGUST~~ACCOUNTING ~~31,~~POLICIES ~~2012 AND 2011~~(CONTINUED)

~~NOTE 2~~Comprehensive ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~Income

~~Accounts Receivable~~The Company adopted ASC 220-10, “Reporting Comprehensive Income,” (~~continued~~formerly SFAS No. 130). ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.

~~Exposure~~Comprehensive income ~~to losses on receivables~~ is ~~expected to~~a ~~vary~~more byinclusive ~~customer~~financial ~~due~~reporting tomethodology ~~the~~that ~~financial~~includes ~~condition~~disclosure of ~~each~~information ~~customer.~~that ~~The~~historically ~~Company~~has ~~monitors~~not ~~exposure~~been ~~to credit losses and maintains~~recognized ~~allowances~~in ~~for anticipated losses considered necessary under~~ the ~~circumstances.~~calculation ~~The Company has no allowance for doubtful accounts as~~ of ~~August~~net ~~31, 2012~~income.

~~Accounts~~Fair ~~receivable~~Value ~~are~~of ~~generally~~Financial ~~due within 30 days and collateral is not required. Unbilled accounts receivable represents amounts due from customers for which billing statements have not been generated and sent to the customers.~~Instruments

~~Income~~The carrying ~~Taxes~~amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the loans payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings.

~~The Company accounts for income taxes utilizing~~Currency the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.Translation

~~Advertising~~For subsidiaries ~~Costs~~outside the United States that prepare financial statements in currencies other than the U.S. dollar, the Company translates income and expense amounts at average exchange rates for the year, translates assets and liabilities at year-end exchange rates and equity at historical rates. The Company’s functional currency is the Canadian dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations.

~~The Company expenses the costs associated~~Revenue ~~with advertising as incurred. Advertising expenses for the nine months ended August 31, 2012 and 2011 are included in administrative expenses in the consolidated statements of operations.~~Recognition

~~Fixed~~Through April ~~Assets~~30, 2012, the Company through Valtech received revenue from subscribers to its triple play network in which it provided digital TV, voice over internet protocol (VoIP), and high speed internet access, all via fiber optic cable. The Company billed its subscribers on a monthly basis and recognized the monthly revenue based upon the specific plan selected by the subscriber. The Company additionally provided contracted services to wire commercial buildings with fiber optic cable in order to provide for similar services. Valtech was sold on April 30, 2012. For reporting periods ended after April 30, 2012, revenues for Valtech are reported net of operating expenses as gain or loss from discontinued operations.

~~Fixed~~Buildablock is ~~assets~~a ~~are~~development ~~stated~~stage atcompany ~~cost~~and has not yet recorded any revenues. ~~Depreciation~~Buildablock isplans ~~computed~~to ~~using~~recognize ~~the~~revenue ~~straight-line~~from ~~method~~sales ~~over~~when the ~~estimated~~following criteria ~~useful~~are ~~lives~~met: persuasive evidence of ~~the~~an ~~assets~~arrangement exists; ~~office~~delivery ~~and~~has ~~computer~~occurred; ~~equipment~~the –selling 5price ~~years~~is fixed or determinable; and collectability is reasonably assured.

~~When~~The Company ~~assets~~plans ~~are~~to ~~retired or~~record ~~otherwise~~as ~~disposed~~revenue ~~of,~~ the ~~costs~~net ~~and~~amount ~~related~~it ~~accumulated~~retains ~~depreciation are removed~~ from the ~~accounts~~sale of products, ~~and~~excluding any ~~resulting~~applicable ~~gain or~~taxes, ~~loss~~after isremitting the ~~recognized~~payment into ~~income for~~ the ~~period.~~merchant ~~The~~minus ~~cost~~the oftransaction ~~maintenance~~fees. ~~and~~Revenue ~~repairs~~will isbe ~~charged~~recorded toon ~~income~~a asnet ~~incurred;~~basis ~~significant renewals~~because ~~and~~the ~~betterments~~Company ~~are~~plans ~~capitalized.~~to ~~Deduction~~act isas ~~made~~an agent ~~for~~of ~~retirements~~the ~~resulting~~merchant ~~from~~in ~~renewals~~the ~~or betterments~~transaction.

~~Impairment~~The Company plans that the merchant will be the primary obligor in these transactions, will be subject to inventory risk, and will have latitude in establishing prices. The Company plans to perform a service by acting as the agent of ~~Long-Lived~~the ~~Assets~~merchant which will be responsible for fulfillment, and therefore revenue is planned to be recorded on a net basis.

~~Long-lived assets, primarily fixed assets,~~Accounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company does perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.Receivable

~~Income~~The Company ~~(Loss)~~conducts ~~Per Share~~business and extends credit based on an evaluation of ~~Common~~the ~~Stock~~customers’ financial condition, generally without requiring collateral.

Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. All shares are reflected post 1:8 reverse split which occurred March 7, 2012. Common stock equivalents were not included in the computation of diluted earnings per share when the Company reported a loss because to do so would be antidilutive for periods presented.11

11BUILDABLOCK CORP.

~~BUILDABLOCK CORP.~~ (FORMERLY HIPSO MULTIMEDIA, INC.) ~~(A DEVELOPMENT STAGE COMPANY)~~

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ (~~UNAUDITED)~~A ~~FOR~~DEVELOPMENT ~~THE~~STAGE ~~NINE MONTHS ENDED AUGUST 31, 2012 AND 2011~~COMPANY)

~~NOTE 2~~CONSOLIDATED –FINANCIAL ~~SUMMARY~~STATEMENTS ~~OF SIGNIFICANT ACCOUNTING POLICIES~~ (~~CONTINUED~~UNAUDITED)

~~Income~~FOR THE ~~(Loss)~~THREE ~~Per Share~~MONTHS ofENDED ~~Common~~FEBRUARY ~~Stock~~28, ~~(continued)~~2013 AND 2012

~~The~~NOTE 2 ~~following~~– isSUMMARY aOF ~~reconciliation~~SIGNIFICANT ofACCOUNTING ~~the computation~~POLICIES ~~for basic and diluted EPS:~~(CONTINUED)

	August 31,		August 31,
	2012		2011
Net income (loss)	$	1,607,451	$	(704,724	)
Weighted-average common shares Outstanding (Basic)		15,741,046		8,341,477
Weighted-average common stock Equivalents
Stock options		440,000		6,250
Warrants		6,286,282		339,282
Weighted-average common shares Outstanding (Diluted)		22,467,328		8,687,009

Accounts Receivable (continued)

~~Stock-Based~~Exposure to ~~Compensation~~losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. The Company has no allowance for doubtful accounts as of August 31, 2012.

InAccounts receivable ~~2006,~~are ~~the~~generally ~~Company adopted~~due ~~the~~within ~~provisions~~30 ofdays ~~ASC~~and ~~718-10~~collateral ~~“Share~~is ~~Based~~not ~~Payments”~~required. ~~for~~Unbilled ~~its~~accounts ~~year~~receivable ~~ended~~represents ~~November~~amounts ~~30,~~due ~~2008.~~from customers ~~The~~for ~~adoption of~~which ~~this~~billing ~~principle~~statements ~~had~~have nonot ~~effect~~been ongenerated ~~the~~and ~~Company’s~~sent ~~operations~~to the customers.

~~The Company has elected to use the modified–prospective~~Income approach method. Under that transition method, the calculated expense in 2006 is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award.Taxes

The Company ~~considers~~accounts ~~voluntary~~for ~~termination behavior~~income astaxes ~~well~~utilizing asthe ~~trends~~liability method of ~~actual~~accounting. ~~option~~Under ~~forfeitures when estimating~~ the ~~forfeiture~~liability ~~rate.~~method, ~~The~~deferred ~~Company~~taxes ~~measures~~are ~~compensation~~determined ~~expense for its non-employee stock-~~based ~~compensation~~on ~~under~~differences ~~ASC~~between ~~505-50,~~financial ~~“Accounting~~statement ~~for~~and ~~Equity~~tax ~~Instruments~~bases ~~that~~of ~~are~~assets ~~Issued to~~and ~~Other~~liabilities ~~Than~~at ~~Employees~~enacted ~~for~~tax ~~Acquiring,~~rates or in ~~Conjunction~~effect ~~with~~in ~~Selling,~~years ~~Goods~~in ~~or Services”. The fair value of the option~~which ~~issued~~differences isare ~~used~~expected to ~~measure the transaction, as this is more reliable than the fair value of the services received~~reverse. ~~The~~Valuation ~~fair~~allowances ~~value is~~are ~~measured~~established, atwhen ~~the~~necessary, ~~value~~to ofreduce ~~the~~deferred ~~Company’s~~tax ~~common~~assets ~~stock~~to onamounts ~~the date~~ that ~~the commitment for performance by the counterparty~~ ~~has~~are ~~been~~expected ~~reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly~~ to ~~expense~~be ~~and additional paid-in capital~~realized.

~~Segment Information~~Advertising Costs

The Company ~~follows~~expenses the ~~provisions~~costs ofassociated ~~ASC~~with ~~280-10,~~advertising ~~“Disclosures~~as ~~about Segments of an Enterprise and Related Information”~~incurred. ~~This~~ ~~standard~~Advertising ~~requires~~expenses ~~that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. As of August 31, 2012 and~~ for the nine months ended ~~August~~February 3128, ~~2012~~ 2013 and ~~2011,~~2012 ~~the~~are ~~Company operates~~included in ~~only~~administrative ~~one~~expenses ~~segment and~~ in ~~only~~the ~~one~~consolidated ~~geographical~~statements ~~location~~of operations.

~~Reclassifications~~Fixed Assets

~~The~~Fixed assets ~~Company~~are ~~has~~stated ~~reclassified~~at ~~certain~~cost. ~~amounts in~~Depreciation ~~its~~is ~~condensed~~computed ~~consolidated~~using ~~statement~~the ofstraight-line ~~operations~~method ~~for~~over the ~~nine~~estimated ~~months~~useful ~~ended~~lives ~~August~~of ~~31, 2011 to conform with~~ the ~~August~~assets; ~~31,~~office ~~2012~~and ~~presentation.~~computer ~~These~~equipment ~~reclassifications~~– ~~had~~5 ~~no effect on the net loss for the nine months ended August 31, 2011~~years.

12When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized. Deduction is made for retirements resulting from renewals or betterments.

~~BUILDABLOCK CORP.~~Impairment ~~(FORMERLY~~of ~~HIPSO~~Long-Lived ~~MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY)~~Assets

~~CONDENSED~~Long-lived assets, ~~CONSOLIDATED~~primarily ~~FINANCIAL~~fixed ~~STATEMENTS~~assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount ~~(UNAUDITED)~~of the assets might not be recoverable. The Company does perform a periodic assessment of assets for impairment in the absence of such ~~FOR~~information ~~THE~~or ~~NINE~~indicators. ~~MONTHS~~Conditions ~~ENDED~~that ~~AUGUST~~would 31necessitate an impairment assessment include a significant decline in the observable market value of an asset, ~~2012~~a ~~AND~~significant ~~2011~~change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

~~NOTE 2~~Income –(Loss) ~~SUMMARY~~Per OFShare ~~SIGNIFICANT~~of ~~ACCOUNTING~~Common ~~POLICIES (CONTINUED)~~Stock

~~Uncertainty~~Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. All shares are reflected post 1:8 reverse split which occurred March 7, 2012. Common stock equivalents were not included in ~~Income~~the ~~Taxes~~computation of diluted earnings per share when the Company reported a loss because to do so would be antidilutive for periods presented.

The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2009, and they evaluate their tax positions on an annual basis, and has determined that as of August 31, 2012, no additional accrual for income taxes other than the federal and state provisions is considered necessary.12

~~Fair Value Measurements~~BUILDABLOCK CORP.

~~In September 2006, the FASB issued ASC 820, Fair Value Measurements.~~(FORMERLY ~~ASC~~HIPSO ~~820 defines fair value~~MULTIMEDIA, ~~establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements~~INC. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of ASC 820 is not expected to have a material impact on the financial statements.)

~~In February 2007, the FASB issued ASC 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of ASC 320-10,~~ (~~“ASC 825-10”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates.~~ A ~~business entity is required to report unrealized gains and losses on items~~ ~~for~~DEVELOPMENT ~~which~~STAGE the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.COMPANY)

~~Recent Accounting~~CONSOLIDATED ~~Pronouncements~~FINANCIAL STATEMENTS (UNAUDITED)

~~In May 2011, FASB issued Accounting Standards~~FOR ~~Update~~THE ~~(ASU)~~THREE ~~No.~~MONTHS ~~2011-04,~~ENDED ~~Amendments~~FEBRUARY to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 amends and clarifies the measurement and disclosure requirements of ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements28, ~~clarification~~2013 ofAND how to apply existing fair value measurement and disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information about fair value measurements. The new requirements are effective for fiscal years beginning after December 15, 2011. The Company plans to adopt this amended guidance on October 1, 2012 ~~and at this time does not anticipate that it will have a material impact on the Company’s results of operations, cash flows or financial position.~~

~~In June 2011, FASB issued ASU No. 2011-05,~~NOTE Presentation of Comprehensive Income, which amends the disclosure and presentation requirements of Comprehensive Income. Specifically, ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented either in 1) a single continuous statement of comprehensive income or 2) ~~two~~– ~~separate~~SUMMARY ~~but~~OF ~~consecutive~~SIGNIFICANT ~~statements,~~ACCOUNTING inPOLICIES which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components. These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted.(CONTINUED)

~~The Company plans to adopt this amended~~Income ~~guidance~~(Loss) onPer ~~October~~Share ~~1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results~~ of ~~operations,~~Common ~~cash~~Stock ~~flows or financial position.~~(continued)

~~In September 2011, FASB issued ASU 2011-08,~~The ~~Testing~~following Goodwill for Impairment, which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is ~~more likely than not that the fair value of~~ a ~~reporting~~reconciliation ~~unit is less than its carrying amount. After assessing the totality~~ of ~~events and circumstances, if an entity determines that it is not more likely than not that~~ the ~~fair~~computation ~~value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is no longer required. This guidance is effective~~ for ~~annual~~basic and ~~interim~~diluted goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of this guidance is not expected to have any impact on the Company’s results of operations, cash flows or financial position.EPS:

13 SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES

BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY)

	February 28,			February 28,
	2013			2012
Net income (loss)	$	(275,896	)	$	(189,863	)

Weighted-average common shares Outstanding (Basic)		23,982,979			8,607,965

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Stock-Based ~~(UNAUDITED) FOR THE NINE MONTHS ENDED AUGUST 31, 2012 AND 2011~~Compensation

~~NOTE~~In 2006, 2the Company adopted the provisions of ASC 718-10 “Share Based Payments” for its year ended November 30, 2008. –The ~~SUMMARY~~adoption OFof ~~SIGNIFICANT~~this ~~ACCOUNTING~~principle ~~POLICIES~~had ~~(CONTINUED)~~no effect on the Company’s operations.

~~Recent~~The Company ~~Accounting~~has ~~Pronouncements~~elected to use the modified–prospective approach method. Under that transition method, the calculated expense in 2006 ~~(Continued)~~is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award.

~~There~~The Company ~~were~~considers ~~other~~voluntary ~~updates~~termination ~~recently~~behavior ~~issued~~as well as trends of actual option forfeitures when estimating the forfeiture rate. The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “ Accounting for Equity ~~most~~Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services “. The fair value of ~~which~~the ~~represented~~option ~~technical~~issued ~~corrections~~is used to measure the ~~accounting~~transaction, ~~literature~~as orthis ~~application~~is tomore ~~specific~~reliable ~~industries~~than ~~and~~the ~~are~~fair ~~not~~value of the services received. ~~expected~~The tofair ~~have~~value ais ~~material~~measured ~~impact~~at onthe value of the Company’s ~~financial~~common ~~position,~~stock ~~results~~on ofthe ~~operations~~date that the commitment for performance by the counterparty has been reached or ~~cash~~the ~~flows~~counterparty’s performance is complete. The fair value of the equity instrument is charged directly to expense and additional paid-in capital.

~~NOTE 3 – FIXED ASSETS~~Segment Information

~~Fixed~~The Company ~~assets~~follows asthe provisions of ~~August~~ASC 31280-10, ~~2012~~“Disclosures ~~(unaudited)~~ about Segments of an Enterprise and ~~November~~Related 30Information”. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. As of February 28, ~~2011~~2013, ~~reflected~~the Company operates in ~~assets~~only ~~held~~one ~~under~~segment ~~discontinued~~and ~~operations~~in ~~were~~only asone ~~follows:~~geographical location.

		(unaudited)
	Estimated Useful	August 31,		November 30,
	Lives (Years)	2012		2011
Computer and office equipment	5	$	32,941	$	31,966
Less: accumulated depreciation			32,941		31,966
Property and equipment, net		$	0	$	0

~~There was $0 and $4,997 charged to operations for depreciation~~BUILDABLOCK ~~expense for the nine months ended August 31, 2012 and 2011, respectively, which are reflected in discontinued operations~~CORP.

~~NOTE~~(FORMERLY HIPSO 4MULTIMEDIA, ~~– DEFERRED COSTS~~INC.)

~~Deferred costs as of August 31, 2012~~ (~~unaudited)~~A ~~and~~DEVELOPMENT ~~November~~STAGE ~~30, 2011, reflected in assets held under discontinued operations were as follows:~~COMPANY)

		(unaudited)
	Estimated Useful	August 31,		November 30,
	Lives (Years)	2012		2011
Deferred Costs	5	$	464,623	$	450,876
Less: accumulated amortization			464,623		450,876
Property and equipment, net		$	0	$	0

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~There was $0 and $71,100 charged to operations for amortization~~FOR ~~expense~~THE ~~for~~THREE ~~the~~MONTHS ~~nine~~ENDED ~~months~~FEBRUARY ~~ended August 31~~28, ~~2012~~2013 ~~and~~AND ~~2011, respectively, which are reflected in discontinued operations.~~2012

14NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~BUILDABLOCK CORP.~~Uncertainty ~~(FORMERLY~~in ~~HIPSO~~Income ~~MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY)~~Taxes

~~CONDENSED~~The Company ~~CONSOLIDATED~~follows ~~FINANCIAL~~ASC ~~STATEMENTS~~ 740-10, “Accounting for Uncertainty in Income Taxes” (~~UNAUDITED~~“ASC 740-10”). This interpretation ~~FOR~~requires ~~THE~~recognition ~~NINE~~and ~~MONTHS~~measurement ~~ENDED~~of ~~AUGUST~~uncertain 31income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, ~~2012~~2006. ~~AND~~Management ~~2011~~has adopted ASC 740-10 for 2009, and they evaluate their tax positions on an annual basis, and has determined that as of February 28, 2013, no additional accrual for income taxes other than the federal and state provisions is considered necessary.

~~NOTE~~Fair Value ~~5 – RELATED PARTY LOANS~~Measurements

In ~~April~~September ~~2012~~2006, the ~~related~~FASB ~~party~~issued ~~loans~~ASC ~~with~~820, ~~the~~Fair ~~four~~Value ~~principal~~Measurements ~~shareholders~~. ofASC ~~the~~820 ~~Company~~defines ~~were~~fair ~~assumed by Valtech~~value, ~~upon~~establishes ~~the sale back to Valtech along with the accrued interest on those loans. Currently there is~~ a $0framework ~~balance~~for ~~due those shareholders. The amount~~measuring ~~outstanding~~fair ~~prior~~value toin ~~the~~generally ~~sale~~accepted ~~was~~accounting $1principles,~~928,319.~~ ~~The~~and ~~loans~~expands ~~did~~disclosure ~~bear~~about ~~interest~~fair atvalue anmeasurements. ~~annual~~This ~~rate~~statement ofis ~~10%~~ effective for ~~individual~~financial ~~amounts~~statements ~~exceeding $150,000~~issued ~~(CDN$). Interest expense~~ for ~~the~~fiscal ~~nine~~years ~~months~~beginning ~~ended~~after ~~August~~November 3115, ~~2012~~2007. ~~and~~Early ~~2011~~adoption ~~were~~is ~~$35,361~~encouraged. ~~and~~The ~~$97,401,~~adoption ~~respectively,~~of ~~and~~ASC ~~are~~820 ~~reflected~~is innot ~~operations~~expected ~~from~~to ~~discontinued~~have ~~operations.~~a ~~Accrued~~material ~~interest~~impact on ~~these loans prior to~~ the ~~sale~~financial ~~was $329,395~~statements. ~~The accrued interest along with the notes were sold in April 2012, and the balance is $0 as of August 31, 2012 (see Note 12).~~

~~NOTE~~In February 62007, the FASB issued ASC 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – ~~COMMITMENTS~~Including an amendment of ASC 320-10 , (“ASC 825-10”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

~~Office~~Recent Accounting ~~Space~~Pronouncements

~~The~~In ~~Company~~May ~~occupies approximately 2~~2011,~~500~~ ~~square~~FASB ~~feet~~issued ofAccounting ~~office~~Standards ~~space~~Update ~~owned~~(ASU) byNo. a2011-04, ~~company~~Amendments ~~that~~to isAchieve ~~owned~~Common byFair aValue ~~shareholder~~Measurement ofand ~~the~~Disclosure Requirements ~~Company~~in U. ~~The~~S. ~~occupancy~~GAAP isand onIFRSs a. ~~month~~ASU 2011-~~to-month~~04 ~~basis,~~amends ~~without~~and aclarifies ~~lease~~the measurement and ~~without~~disclosure ~~payment~~requirements of ~~rent.~~ASC ~~The~~820 ~~Company~~resulting in ~~has~~common ~~occupied~~requirements ~~the~~for ~~space~~measuring ~~since February~~fair 1value and for disclosing information about fair value measurements, ~~2008.~~clarification ~~Accordingly~~of how to apply existing fair value measurement and disclosure requirements, aand ~~rent~~changes ~~expense~~to ~~was~~certain ~~recorded~~principles atand ~~the~~requirements for measuring fair value and disclosing information about fair value ofmeasurements. ~~the~~The ~~applicable~~new ~~rent~~requirements ~~and~~are ~~with~~effective anfor ~~offset~~fiscal toyears ~~additional~~beginning after December ~~paid-in~~15, ~~capital~~2011. The Company asplans ofto ~~April~~adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results of operations, nocash ~~longer~~flows ~~utilized~~or ~~this~~financial ~~space~~position.

~~Service~~In June ~~Agreement~~2011, FASB issued ASU No. 2011-05, Presentation of Comprehensive Income , which amends the disclosure and presentation requirements of Comprehensive Income. Specifically, ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented either in 1) a single continuous statement of comprehensive income or 2) two separate but consecutive statements, in which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components. These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted.

InThe ~~July 2009, the~~ Company’s ~~subsidiary,~~plans ~~Valtech Communications, Inc. entered into a written agreement with Groupe Canvar Inc. (a related party through common ownership). The agreement provides for Groupe Canvar, Inc.~~ to ~~provide~~adopt ~~brochures,~~this ~~price~~amended ~~lists,~~guidance ~~contact information~~on ~~and~~October ~~other literature relating to Valtech Communications~~1, ~~Inc.~~2012 services to the tenants leasing the apartments or office space in the buildings owned by Groupe Canvar, Inc. In addition, the agreement provides for Valtech Communications, Inc. to install wiring in new and ~~refurbished buildings owned by Groupe Canvar, Inc. to their server for these services. All pricing is~~ at ~~the same~~this ~~terms~~time asdoes ~~those~~not ~~for~~anticipate ~~Valtech~~that ~~Communications,~~it ~~Inc.~~will ~~other~~have ~~customers.~~a ~~The~~material ~~agreement was to expire July 2010, and was extended for~~impact ~~another~~on ~~two years through July 2012. This agreement will remain with Valtech in connection with~~ the ~~sale~~Company’s results of ~~Valtech~~operations, incash ~~April~~flows ~~2012 (see~~or ~~Note~~financial ~~12)~~position.

~~Financing~~In September ~~Agreement~~2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment , which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is no longer required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of this guidance is not expected to have any impact on the Company’s results of operations, cash flows or financial position.

On June 15, 2010, the Company entered into an Engagement Agreement with DME Securities LLC (“DME”) to raise $10,000,000 in debt or equity financing on a best efforts basis. The Company was responsible to pay a 10% success fee and to issue Placement Agent Warrants upon the successful completion of any amounts raised. DME was not able to raise any funds for the Company and the Engagement Agreement terminated on May 31, 2011.14

OnBUILDABLOCK ~~August 18, 2010, the Company executed an equity financing commitment of up to $5,000,000 from Dutchess Capital through its Dutchess Opportunity Fund, L~~CORP.P. The commitment had a 3 year term, and the Company would sell its shares of common stock to Dutchess Capital up to the total committed amount. The Company would determine, at its sole discretion, the amount and timing of any sales of these shares. The purchase price of the shares would be set at 95% of the lowest daily VWAP of the common stock of the Company during the 5 consecutive trading days immediately after the put date as defined in the term sheet. The Company has not sold any shares under this term sheet and the agreement was cancelled.

~~On October 12, 2010, the Company entered~~(FORMERLY ~~into~~HIPSO ~~an agreement with Notre-Dame Capital Inc. to raise $15~~MULTIMEDIA,~~000,000~~ ~~through an equity and debt financing on a best effort basis~~INC. Debentures would be offered in tranches of $50,000 and would bear interest at a rate of 8% per annum, payable quarterly in arrears, and maturing five years from the date of issuance. The principal amount of each debenture would be convertible into common shares of the Company’s stock at the option of the holder. The conversion price would be $2.00 per share for the first two years from the date of issuance, and thereafter at a price per share of $2.40 until maturity.)

15(A DEVELOPMENT STAGE COMPANY)

~~BUILDABLOCK CORP.~~CONSOLIDATED ~~(FORMERLY~~FINANCIAL ~~HIPSO~~STATEMENTS ~~MULTIMEDIA, INC.)~~ (~~A DEVELOPMENT STAGE COMPANY~~UNAUDITED)

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ FOR THE ~~NINE~~THREE MONTHS ENDED ~~AUGUST~~FEBRUARY 3128, ~~2012~~2013 AND ~~2011~~2012

NOTE 2 6 – ~~COMMITMENTS~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Financing~~Recent Accounting ~~Agreement~~Pronouncements (Continued)

InThere ~~connection~~were ~~with~~other ~~the~~updates ~~financing~~recently issued, ~~Notre-Dame~~most ~~Capital~~of ~~Inc.~~which ~~would~~represented ~~receive~~technical acorrections ~~cash fee equal~~ to ~~8% of~~ the ~~gross~~accounting ~~proceeds~~literature ~~raised~~or ~~under the~~application ~~offering plus 4% warrants of the raised funds. Each warrant would entitle Notre-Dame Capital Inc.~~ to ~~purchase one share of~~specific ~~common~~industries ~~stock.~~and ~~The~~are ~~warrants~~not ~~would~~expected beto ~~exercisable~~have ~~at the financing price for~~ a ~~period~~material ofimpact ~~three~~on ~~years after~~ the ~~closing~~Company’s offinancial ~~the financing. In addition to the proposed financing~~position, ~~Notre-Dame~~results ~~Capital Inc. and its affiliates would purchase 375,000 common shares~~ of ~~the~~operations ~~Company from~~or ~~the~~cash ~~directors of the Company~~flows. ~~No money was raised under this proposed financing and the agreement was cancelled.~~

~~Investor~~NOTE 3 ~~Relation/Public~~– ~~Relation Agreements~~FIXED ASSETS

~~The~~Fixed ~~Company~~assets ~~entered~~as ~~into~~of anNovember ~~agreement~~30, ~~with~~2012 ~~Complete~~and ~~Advisory~~2011, ~~Partners~~are onreflected ~~April~~in ~~12,~~assets ~~2011~~held tounder ~~provide~~discontinued ~~public relation services~~operations. ~~The~~There ~~agreement is~~was ~~for~~$0 aand ~~term~~$4,997 ofcharged to ~~one~~operations ~~year~~for ~~but~~depreciation ~~the~~expense ~~Company~~for ~~can terminate~~ the ~~services~~years ~~every~~ended 90November ~~days. In accordance with the term of the agreement~~30, ~~the~~ ~~Company~~2012 ~~issued~~and 502011,~~000~~ ~~shares of common stock as an initial payment. The Agreement with Complete Advisory Partners was cancelled and the company retained the 50~~respectively,~~000~~ ~~shares~~which ofare ~~common~~reflected ~~stock~~in ~~issued to it.~~discontinued operations

~~The~~NOTE ~~Company~~4 ~~entered~~– ~~into~~DEFERRED an Investor Relations Agreement with CCG Investor Relations effective July 1, 2012. The Agreement is for a term of 1 year. Consideration for the services that CCG Investor Relations will provide is in the form of 20,000 options per month under the 2012 Plan (as defined in Note 8).COSTS

~~Distribution~~Deferred costs ~~Agreement~~as of November 30,2012 and 2011, are reflected in assets held under discontinued operations. There was $0 and $71,100 charged to operations for amortization expense for the year ended November 30, 2012 and 2011, respectively, which are reflected in discontinued operations

~~On April 11, 2011, the Company signed a~~NOTE ~~long-term distribution agreement with Level Vision Electronics Ltd (“Level”). The five (~~5) ~~year~~– ~~renewable~~RELATED ~~distribution agreement~~PARTY with Level includes the distribution in North America of its 3-D Television screens technology, including High Definition, LCD screens and computer monitors for commercial applications. The Company was to deploy and bring to market a unique new multimedia solution to enhance the advertising market. This agreement will remain with Valtech in connection with the sale of Valtech in April 2012 (see Note 12).LOANS

~~NOTE~~In April 72012, –the ~~ACQUISITION~~related -party ~~BUILDABLOCK~~loans with the four principal shareholders of the Company were assumed by Valtech, upon the sale back to Valtech along with the accrued interest on those loans. Currently there is a $0 balance due those shareholders. The amount outstanding prior to the sale was $1,928,319. The loans did bear interest at an annual rate of 10% for individual amounts exceeding $150,000 (CDN$). Interest expense for the nine months ended August 31, 2012 and 2011 were $35,361 and $97,401, respectively, and are reflected in operations from discontinued operations. Accrued interest on these loans prior to the sale was $329,395. The accrued interest along with the notes were sold in April 2012, and the balance is $0 as of February 28, 2013 (see Note 12).

~~On November 30, 2011, the Company, entered~~NOTE ~~into~~6 an– Asset Purchase Agreement (the “Agreement”) with 3324109 Canada Inc., a Canadian corporation owned by Gary Oberman (“GaryCo”) and 8040397 Canada Inc., a Canadian corporation, owned by Bartek Bulzak (“BulzakCo”), collectively, the “Sellers”, providing for the acquisition by the Company of the Buildablock Assets. The Sellers have conducted no other business other than the development of this platform. The intellectual property was funded 100% by the respective owners of the Sellers personally. The Agreement provides for the issuance of 4,377,742 shares of the Company’s common stock to each of GaryCo and BulzakCo, for an aggregate of 8,755,484 shares, representing 50% of the Company’s outstanding shares after giving effect to a one-for-eight reverse stock split. On March 7, 2012, the Company completed the acquisition of the Buildablock Assets and the common shares were issued at that time (see Note 12).COMMITMENTS

~~NOTE 8 – STOCKHOLDERS’ DEFICIT~~Office Space

~~Common~~The Company ~~Stock~~occupies approximately 2,500 square feet of office space owned by a company that is owned by a shareholder of the Company. The occupancy is on a month-to-month basis, without a lease and without payment of rent. The Company has occupied the space since February 1, 2008. Accordingly, a rent expense was recorded at the fair value of the applicable rent and with an offset to additional paid-in capital. The Company as of April 1, 2012, no longer utilized this space.

~~As of August 31, 2012, the Company has~~Service ~~100,000,000 shares of common stock authorized with a par value of $.00001 per share.~~Agreement

~~The~~In July 2009, the Company’s ~~has~~subsidiary, 23Valtech Communications,~~937~~ Inc. entered into a written agreement with Groupe Canvar Inc. (a related party through common ownership). The agreement provides for Groupe Canvar,~~979~~ ~~shares~~Inc. ~~issued~~to provide brochures, price lists, contact information and ~~outstanding~~other literature relating to Valtech Communications, Inc. services to the tenants leasing the apartments or office space in the buildings owned by Groupe Canvar, Inc. In addition, the agreement provides for Valtech Communications, Inc. to install wiring in new and refurbished buildings owned by Groupe Canvar, Inc. to their server for these services. All pricing is at the same terms as ofthose ~~August~~for 31Valtech Communications, Inc. other customers. The agreement was to expire July 2010, and was extended for another two years through July 2012. This agreement will remain with Valtech in connection with the sale of Valtech in April 2012 (see Note 12).

~~During the quarter ended August 31, 2012,~~Financing ~~the Company issued no shares of common stock.~~Agreement

16On June 15, 2010, the Company entered into an Engagement Agreement with DME Securities LLC (“DME”) to raise $10,000,000 in debt or equity financing on a best efforts basis. The Company was responsible to pay a 10% success fee and to issue Placement Agent Warrants upon the successful completion of any amounts raised. DME was not able to raise any funds for the Company and the Engagement Agreement terminated on May 31, 2011.

~~BUILDABLOCK~~On August ~~CORP~~18, 2010, the Company executed an equity financing commitment of up to $5,000,000 from Dutchess Capital through its Dutchess Opportunity Fund, L.P. The commitment had a 3 year term, and the Company would sell its shares of common stock to Dutchess Capital up to the total ~~(FORMERLY~~committed ~~HIPSO~~amount. ~~MULTIMEDIA~~The Company would determine, ~~INC~~at its sole discretion, the amount and timing of any sales of these shares.) The purchase (Aprice ~~DEVELOPMENT~~of ~~STAGE~~the ~~COMPANY)~~shares would be set at 95% of the lowest daily VWAP of the common stock of the Company during the 5 consecutive trading days immediately after the put date as defined in the term sheet. The Company has not sold any shares under this term sheet and the agreement was cancelled.

~~CONDENSED~~On October ~~CONSOLIDATED~~12, ~~FINANCIAL~~2010, ~~STATEMENTS~~the Company entered into an agreement with Notre-Dame Capital Inc. to raise $15,000,000 through an equity and debt ~~(UNAUDITED)~~financing on a best effort basis. Debentures would be offered in tranches of $50,000 and would bear interest at a rate of 8% per annum, ~~FOR~~payable ~~THE~~quarterly ~~NINE~~in ~~MONTHS~~arrears, ~~ENDED~~and ~~AUGUST~~maturing 31five years from the date of issuance. The principal amount of each debenture would be convertible into common shares of the Company’s stock at the option of the holder. The conversion price would be $2.00 per share for the first two years from the date of issuance, ~~2012~~and ~~AND~~thereafter ~~2011~~at a price per share of $2.40 until maturity.

~~NOTE 8 – STOCKHOLDERS’ DEFICIT (CONTINUED)~~15

~~Common Stock (Continued)~~BUILDABLOCK CORP.

~~During~~(FORMERLY HIPSO ~~the quarter ended May 31~~MULTIMEDIA, ~~2012, the Company issued:~~INC.)

~~The Company issued 8,755,484 shares of~~(A ~~stock~~DEVELOPMENT ~~for~~STAGE the acquisition of the Buildablock Assets valued at $10,000; 480,000 shares of common stock to settle accounts payable of $36,500 and for services of $83,500; and issued 5,947,000 shares of common stock in a private placement which included 5,947,000 warrants at a value of $1,486,750.COMPANY)

~~On March 7, 2012, the Company reverse split~~CONSOLIDATED ~~its~~FINANCIAL ~~common~~STATEMENTS ~~stock on a 1:8 basis. All shares will be reflected post-split starting March 7, 2012.~~(UNAUDITED)

~~During~~FOR THE ~~the~~THREE ~~quarter~~MONTHS ~~ended~~ENDED ~~February~~FEBRUARY 2928, ~~2012, the~~2013 ~~Company~~AND ~~issued:~~2012

~~The Company issued 195,750 shares of stock~~NOTE ~~for~~6 ~~services~~– ~~rendered~~COMMITMENTS ~~valued at $75,460 at prices per share ranging from $0.24 to $0.48 for the quarter.~~(CONTINUED)

~~During the quarter ended February 29, 2012,~~Financing ~~the~~Agreement Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space. There was an adjustment made for back rent in the amount of $20,430 as well.(Continued)

~~During~~In connection with the ~~quarter~~financing, ~~ended~~Notre-Dame ~~November~~Capital 30Inc. would receive a cash fee equal to 8% of the gross proceeds raised under the offering plus 4% warrants of the raised funds. Each warrant would entitle Notre-Dame Capital Inc. to purchase one share of common stock. The warrants would be exercisable at the financing price for a period of three years after the closing of the financing. In addition to the proposed financing, ~~2011~~Notre-Dame Capital Inc. and its affiliates would purchase 375, 000 common shares of the Company ~~issued:~~from the directors of the Company. No money was raised under this proposed financing and the agreement was cancelled.

~~During the quarter ended November 30, 2011,~~Investor ~~the~~Relation/Public ~~Company~~Relation ~~occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.~~Agreements

~~During~~The Company ~~the~~entered ~~quarter~~into ~~ended~~an ~~August~~agreement 31with Complete Advisory Partners on April 12, 2011, to provide public relation services. The agreement is for a term of one year but the Company can terminate the services every 90 days. In accordance with the term of the agreement, the Company issued: 50,000 shares of common stock as an initial payment. The Agreement with Complete Advisory Partners was cancelled and the company retained the 50,000 shares of common stock issued to it.

The Company ~~issued~~entered 50into an Investor Relations Agreement with CCG Investor Relations effective July 1,~~000~~ ~~shares~~2012. ofThe ~~stock~~ Agreement is for ~~cash~~a ~~and~~term of ~~liability~~1 ~~for~~year. ~~stock~~Consideration tofor bethe ~~issued~~services ~~($20,000~~that ofCCG ~~which~~Investor ~~$15,000~~Relations ~~was~~will ~~received~~provide is in the ~~six~~form ~~months~~of ~~ended~~20,000 ~~May~~options ~~31,~~per ~~2011)~~month ~~and~~under the ~~12,500~~2012 ~~shares~~Plan of(as ~~stock~~defined ~~for~~in ~~services~~Note ~~rendered ($5,000~~8).

~~During the quarter ended August 31, 2011,~~Distribution ~~the Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.~~Agreement

~~During~~On April 11, 2011, the ~~quarter~~Company ~~ended~~signed ~~May~~a 31long-term distribution agreement with Level Vision Electronics Ltd (“Level”). The five (5) year renewable distribution agreement with Level includes the distribution in North America of its 3-D Television screens technology, including ~~2011~~High Definition, LCD screens and computer monitors for commercial applications. The Company was to deploy and bring to market a unique new multimedia solution to enhance the ~~Company~~advertising ~~issued:~~market. This agreement will remain with Valtech in connection with the sale of Valtech in April 2012 (see Note 12).

~~The Company issued 366,250 shares of stock~~NOTE ~~for~~7 ~~cash~~– ~~and~~ACQUISITION ~~liability~~- ~~for stock to be issued ($75,000 of which $50,000 was received in the six months ended May 31, 2011) and services rendered ($124,700) at a value of $199,700.~~BUILDABLOCK

~~During~~On November 30, 2011, the ~~quarter~~Company, ~~ended~~entered ~~May~~into 31an Asset Purchase Agreement (the “Agreement”) with 3324109 Canada Inc., ~~2011~~a Canadian corporation owned by Gary Oberman (“GaryCo”) and 8040397 Canada Inc., a Canadian corporation, owned by Bartek Bulzak (“BulzakCo”), collectively, the “Sellers”, providing for the acquisition by the Company ~~occupied~~of ~~office~~the ~~space~~Buildablock ~~owned~~Assets. The Sellers have conducted no other business other than the development of this platform. The intellectual property was funded 100% by athe ~~principal~~respective ~~shareholder~~owners of the Sellers personally. The Agreement provides for the issuance of 4,377,742 shares of the Company’s common stock to each of GaryCo and ~~recorded~~BulzakCo, ~~$10~~for an aggregate of 8,~~215~~755,484 shares, representing 50% of ~~rent~~the ~~expense~~Company’s asoutstanding ~~contributed~~shares ~~capital~~after giving effect to a one-for-eight reverse stock split. On March 7, 2012, the ~~space~~Company completed the acquisition of the Buildablock Assets and the common shares were issued at that time (see Note 12).

~~During the quarter ended February 28, 2011,~~NOTE ~~the~~8 ~~Company~~– ~~issued:~~STOCKHOLDERS’ DEFICIT

~~The Company issued 38,125 shares of common~~Common ~~stock to three of its shareholders to convert $122,000 of loans to them.~~Stock

~~The Company also cancelled 75,000 shares~~As of ~~stock~~November to30, ~~consultants~~2012, atthe ~~$0.48~~Company ~~for~~has ~~services~~100,000,000 toshares beof ~~rendered~~common tostock ~~the~~authorized ~~Company~~with ~~back~~a inpar ~~2008~~value ~~(see~~of ~~Note~~$.00001 6)per share.

The Company ~~also~~has ~~incurred a $50~~23,~~000~~937,979 ~~liability~~shares ~~for stock to be~~ issued ~~for~~and ~~subscriptions~~outstanding as of ~~cash~~November ~~received in the three months ended February 28~~30, ~~2011 for certificates not issued~~2012.

17During the quarter ended November 30, 2012, the Company issued no shares of common stock.

~~BUILDABLOCK CORP. (FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY)~~16

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~BUILDABLOCK ~~(UNAUDITED) FOR THE NINE MONTHS ENDED AUGUST 31, 2012 AND 2011~~CORP.

~~NOTE~~(FORMERLY HIPSO 8MULTIMEDIA, ~~– STOCKHOLDERS’ DEFICIT (CONTINUED~~INC.)

~~Common~~(A DEVELOPMENT ~~Stock~~STAGE ~~(Continued~~COMPANY)

~~During the quarter ended February 28,~~CONSOLIDATED ~~2011,~~FINANCIAL ~~the~~STATEMENTS ~~Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.~~(UNAUDITED)

~~Stock~~FOR THE ~~Options~~THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012

~~The Company accounts for stock-based compensation~~NOTE ~~using~~8 ~~the~~– ~~fair~~STOCKHOLDERS’ ~~value~~DEFICIT method. The fair value method requires the cost of employee services received for awards of equity instruments, such as stock options and restricted stock, to be recorded at the fair value on the date of the grant. The value of restricted stock awards, based upon market prices, is amortized over the requisite service period.(CONTINUED)

~~On July 6, 2012, the Board of Directors~~Common ofStock ~~the Company adopted the 2012 Equity Incentive Plan~~ (~~the “2012 Plan”~~Continued). The 2012 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares and performance share units to employees, consultants and non-employee directors of the Company and its subsidiaries. The Company has reserved 2,000,000 of its shares for issuance under the 2012 Plan. During the quarter ended August 31, 2012, the Company issued 440,000 options under the 2012 Plan.

~~The estimated fair value of stock options~~During ~~and warrants on~~ the ~~grant~~year ~~date is amortized on a straight line basis over the requisite service period. During the nine months~~ ended ~~August~~November 3130, 2012 ~~and 2011~~, ~~stock~~the ~~based~~Company ~~compensation was $33,516 and $0, respectively.~~issued:

InThe Company ~~February~~issued ~~2010~~8,755,484 ~~the~~shares ~~Company~~of ~~entered into~~stock ~~a few option agreements~~ for the ~~issuance~~acquisition of ~~options~~the ~~relating~~Buildablock toAssets ~~various~~valued ~~consulting~~at ~~agreements.~~$10,000; ~~The~~480,000 ~~Company~~shares isof ~~obligated~~common tostock ~~issue~~ to ~~consultants~~settle inaccounts ~~one~~payable ~~agreement~~of 33$36,~~750~~500 ~~options~~and ~~that~~for ~~vest~~services ~~evenly over a 3-month period~~ of ~~time at a~~ $~~0.48~~83,500; ~~exercise~~and ~~price. The~~issued ~~Company~~5,947,000 ~~who~~shares isof ~~receiving~~common ~~the~~stock ~~options~~in ~~has~~a ~~agreed~~private toplacement which ~~reduce~~included ~~their~~5,947,000 ~~invoices~~warrants byat ~~the~~a ~~cash~~value ~~required~~of ~~to exercise the options~~$1,486,750. ~~These options expired in February 2011.~~

~~In another agreement entered into in February~~The ~~2010, the~~ Company isissued ~~obligated to issue 75~~195,~~000~~750 ~~options~~shares ~~evenly~~of ~~over~~stock afor ~~6-month~~services ~~period~~rendered ofvalued ~~time~~ at a $~~0.48~~75,460 ~~exercise~~at ~~price.~~prices ~~The~~per ~~Company expensed~~share ~~the~~ranging ~~fair~~from ~~value of these options (~~$~~36,000)~~0.24 ~~as of August 31, 2010~~ to ~~this consultant~~$0.48 ~~These~~for ~~options also expired February~~the ~~2011~~quarter.

~~On August 25, 2008 and October 30, 2008,~~The ~~the~~ Company ~~issued~~occupied aoffice ~~total~~space ofowned ~~75,000~~by ~~stock~~a ~~options~~principal ~~to two consultants. Of these options~~shareholder, ~~62,500 vested upon issuance~~ and ~~the~~recorded ~~remaining options vest March 4~~$10,215 ~~2009.~~of ~~These~~rent ~~options~~expense ~~have a three-year life and are exercisable at $0.40. These options were issued in the money~~ as ~~the~~contributed ~~market~~capital ~~value~~for of the ~~underlying shares was $1~~space.~~44 and $1.12, respectively.~~

~~The fair value of these options were determined~~There towas bean ~~the~~adjustment ~~intrinsic~~made ~~value~~for atback ~~the~~rent ~~date~~in ~~of issuance, or $32,500 ($0.13 per share) and $22,500 ($0.09 per share) on August 25, 2008 and October 30, 2008, respectively. Additionally,~~ the ~~Company~~amount ~~did not receive the total required option payments~~ of $2520,~~000~~430 ~~(500,000 options~~as ~~at $0~~well.~~05).~~

The Company ~~has~~occupied ~~expensed~~office ~~the~~space ~~entire~~owned ~~amount due~~by toa ~~the~~principal ~~uncertainty of the collectability of this amount. Of the 75~~shareholder,~~000~~ ~~options,~~and ~~there~~recorded ~~were~~$ 610,~~250~~215 ~~options~~of ~~that~~rent ~~remained~~expense ~~unexercised, however~~as ~~expired~~contributed incapital ~~May~~for ~~2012~~the space.

18The Company issued 50,000 shares of stock for cash and liability for stock to be issued and 12,500 shares of stock for services rendered ($5,000).

~~BUILDABLOCK CORP.~~The ~~(FORMERLY~~Company ~~HIPSO~~occupied ~~MULTIMEDIA~~office space owned by a principal shareholder, ~~INC.) (A~~and ~~DEVELOPMENT~~recorded ~~STAGE~~$10,215 ~~COMPANY)~~of rent expense as contributed capital for the space.

~~CONDENSED~~The Company ~~CONSOLIDATED~~issued ~~FINANCIAL~~366,250 ~~STATEMENTS (UNAUDITED) FOR~~shares ~~THE~~of ~~NINE~~stock ~~MONTHS~~for ~~ENDED~~cash ~~AUGUST~~and 31liability for stock to be issued and services rendered ($124,700) ~~2012~~at ~~AND~~a ~~2011~~value of $199,700.

~~NOTE~~The Company 8occupied –office ~~STOCKHOLDERS’~~space ~~DEFICIT (CONTINUED)~~owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.

~~Stock~~The Company ~~Options~~issued ~~(Continued)~~38,125 shares of common stock to three of its shareholders to con vert $122,000 of loans to them.

The Company ~~following~~also iscancelled a75,000 ~~summary~~shares of ~~the outstanding~~ stock ~~options~~to consultants at $0.48 for ~~the~~services ~~nine~~to ~~months~~be ~~ended~~rendered ~~August~~to ~~31,~~the ~~2012~~Company ~~and~~back ~~2011:~~in 2008 (see Note 6).

	Options			Weighted Average Exercise Price			Weighted Average Exercise Life			Aggregate Intrinsic Value
Outstanding, November 30, 2011		6,250		$	0.48			2.015		$	2,300
Granted		440,000			0.78			7.33			201,098
Exercised		-			0.00			0.00			(-	)
Cancelled/Expired		(6,250	)		(0.48	)		(2.015	)		(2,300	)
Outstanding, August 31, 2012		440,000		$	0.78			7.33		$	201,098
Exercisable, August 31, 2012		60,000		$	0.80			5.00		$	3

The Company also incurred a $50,000 liability for stock to be issued for subscriptions of cash received in the three months ended February 28, 2011 for certificates not issued.

	Options			Weighted Average Exercise Price			Weighted Average Exercise Life		Aggregate Intrinsic Value
Outstanding, November 30, 2010		92,500		$	0.48			3.015	$	43,700
Granted		-			-			-		-
Exercised		-			-			-		-
Cancelled		(86,250	)		(0.48	)		1.00		(41,400	)
Outstanding, August 31, 2011		6,250		$	0.48			1.755	$	2,300
Exercisable, August 31, 2011		6,250		$	0.48			1.755	$	2,300

~~Warrants~~BUILDABLOCK CORP.

~~The~~(FORMERLY ~~Company~~HIPSO ~~entered into private placement agreements with various individuals through November 30~~MULTIMEDIA, ~~2010 for the issuance of 339,282 shares of common stock along with 339,282 warrants~~INC. The Company received the proceeds of $314,282 for these units. The warrants expire 3 years from issuance, at an exercise price of $1.60 per share. The warrants were valued using the Black-Scholes method and were recorded as additional paid in capital – warrants of $145,512. The criteria established for the valuation of these warrants were as follows: risk free interest rate – 1.25%; dividend yield – 0%; volatility – 185%. The warrants were issued in November 2010.)

~~The Company entered into private placement~~(A ~~agreements~~DEVELOPMENT ~~with~~STAGE various individuals for the issuance of 5,947,000 shares of common stock along with 5,947,000 warrants. The Company received the proceeds of $1,486,750 for these units. The warrants expire August 31, 2013 and have an exercise price of $0.50 per share. The warrants were valued using the Black-Scholes method and were recorded as additional paid in capital – warrants of $896,510. The criteria established for the valuation of these warrants were as follows: risk free interest rate – 0.75%; dividend yield – 0%; volatility – 235%. The warrants were issued in May 2012.COMPANY)

Common Stock Purchase Warrants

Number of Warrants Outstanding and Exercisable

Date Warrants are Exercisable

Exercise Price

Date Warrants Expire

Investors from April 5, 2010 offering

339,282

May to September 2010

1.60

May to September 2013

Investors from May 2012 offering

5,947,000

May 2012

0.50

August 2013

6,286,282

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

19FOR THE THREE MONTHS ENDED FEBRUARY 28, 2013 AND 2012

~~BUILDABLOCK CORP.~~NOTE ~~(FORMERLY~~8 ~~HIPSO~~– ~~MULTIMEDIA,~~STOCKHOLDERS’ ~~INC.)~~ DEFICIT (~~A DEVELOPMENT STAGE COMPANY~~CONTINUED)

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Common Stock (~~UNAUDITED~~Continued) ~~FOR THE NINE MONTHS ENDED AUGUST 31, 2012 AND 2011~~

~~NOTE~~During 9the –quarter ~~PROVISION~~ended ~~FOR~~February ~~INCOME~~28, ~~TAXES~~2011, the Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.

~~Deferred income taxes are determined using~~Stock the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.Options

AtThe Company ~~August~~accounts 31for stock-based compensation using the fair value method. The fair value method requires the cost of employee services received for awards of equity instruments, ~~2012~~such as stock options and restricted stock, ~~deferred~~to ~~tax~~be ~~assets~~recorded at the fair value on the date of ~~consist~~the grant. The value of restricted stock awards, based upon market prices, is amortized over the ~~following:~~requisite service period.

Net operating losses	$	1,765,266
Valuation allowance		(1,765,266	)
	$	-

On July 6, 2012, the Board of Directors of the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares and performance share units to employees, consultants and non-employee directors of the Company and its subsidiaries. The Company has reserved 2,000,000 of its shares for issuance under the 2012 Plan. During the quarter ended August 31, 2012, the Company issued 440,000 options under the 2012 Plan.

AtThe ~~August~~estimated ~~31,~~fair ~~2012,~~value ~~the~~of ~~Company~~stock ~~had~~options aand ~~net~~warrants ~~operating~~on ~~loss carryforward in~~ the ~~approximate~~grant ~~amount~~date ofis ~~$5,191,960,~~amortized ~~available~~on toa ~~offset future~~straight ~~taxable~~line ~~income~~basis ~~through~~over ~~2032. The Company established valuation allowances equal to~~ the ~~full~~requisite ~~amount~~service period. ofDuring the ~~deferred~~nine ~~tax assets~~months ~~due~~ended toAugust ~~the~~31, ~~uncertainty~~2012 ofand ~~the~~2011, ~~utilization~~stock ofbased ~~the~~compensation ~~operating~~was ~~losses~~$33,516 inand ~~future~~$0, ~~periods~~respectively.

AIn February ~~reconciliation~~2010, of the Company’s entered into a few option agreements for the issuance of options relating to various consulting agreements. ~~effective~~The ~~tax~~Company ~~rate~~is asobligated to issue to consultants in one agreement 33,750 options that vest evenly over a ~~percentage~~3-month period of ~~income~~time ~~before~~at ~~taxes~~a $0.48 ~~and~~exercise ~~federal~~price. ~~statutory~~The ~~rate~~Company ~~for~~who is receiving the ~~periods~~options ~~ended~~has ~~August~~agreed ~~31,~~to ~~2012~~reduce ~~and~~their invoices by the cash required to exercise the ~~2011~~options. isThese ~~summarized~~options asexpired ~~follows:~~in February 2011.

	2012			2011
Federal statutory rate		(34.0	)%		(34.0	)%
State income taxes, net of federal benefits		3.3			3.3
Valuation allowance		30.7			30.7
		0	%		0	%

In another agreement entered into in February 2010, the Company is obligated to issue 75,000 options evenly over a 6-month period of time at a $0.48 exercise price. The Company expensed the fair value of these options ($36,000) as of August 31, 2010 to this consultant. These options also expired February 2011.

~~NOTE~~On August 1025, –2008 ~~FAIR~~and October 30, 2008, the Company issued a total of 75,000 stock options to two consultants. Of these options, 62,500 ~~VALUE~~vested ~~MEASUREMENTS~~upon issuance and the remaining options vest March 4, 2009. These options have a three-year life and are exercisable at $0.40. These options were issued in the money as the market value of the underlying shares was $1.44 and $1.12, respectively.

OnThe ~~January~~fair 1,value ~~2008,~~of ~~the~~these ~~Company~~options ~~adopted~~were ~~ASC~~determined ~~820.~~to ~~ASC~~be ~~820~~the ~~defines~~intrinsic ~~fair~~ value, ~~provides~~at athe ~~consistent~~date ~~framework~~of ~~for~~issuance, ~~measuring~~or ~~fair~~$32,500 ~~value under~~($0.13 ~~generally~~per ~~accepted~~share) ~~accounting principles~~ and ~~expands fair value financial statement disclosure requirements~~$22,500 ($0.09 ~~ASC~~per ~~820’s valuation~~share) ~~techniques~~on ~~are~~August ~~based~~25, on2008 ~~observable~~ and ~~unobservable~~October ~~inputs.~~30, ~~Observable~~2008, ~~inputs~~respectively. ~~reflect readily obtainable data from independent sources~~Additionally, ~~while~~the ~~unobservable~~Company ~~inputs~~did ~~reflect~~not ~~our~~receive ~~market~~the ~~assumptions.~~total ~~ASC~~required option ~~820~~payments ~~classifies~~of ~~these~~$25,000 ~~inputs~~(500,000 ~~into~~options ~~the~~at ~~following hierarchy:~~$0.05).

~~Level~~The 1Company ~~inputs:~~has ~~Quoted~~expensed ~~prices~~the ~~for~~entire ~~identical~~amount ~~instruments~~due to the uncertainty of the collectability of this amount. Of the 75,000 options, there were 6,250 options that remained unexercised, however expired in ~~active~~May ~~markets~~2012.

Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.18

~~Level~~BUILDABLOCK ~~3 inputs: Instruments with primarily unobservable value drivers~~CORP.

~~NOTE~~(FORMERLY 11HIPSO –MULTIMEDIA, ~~CONCENTRATION OF CREDIT RISK~~INC.)

On(A ~~August~~DEVELOPMENT ~~31,~~STAGE 2011, $6,372, or 76% of the Company’s accounts receivable was with three customers. In addition, there was one customer who represented approximately 66% of the revenue for the nine months ended August 31, 2011. This customer is considered a major customer of the Company. COMPANY)

20CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~BUILDABLOCK CORP.~~FOR ~~(FORMERLY~~THE ~~HIPSO~~THREE ~~MULTIMEDIA,~~MONTHS ~~INC.) (A~~ENDED ~~DEVELOPMENT~~FEBRUARY ~~STAGE~~28, ~~COMPANY)~~2013 AND 2012

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~NOTE ~~(UNAUDITED) FOR~~8 ~~THE~~– ~~NINE~~STOCKHOLDERS’ ~~MONTHS~~DEFICIT ~~ENDED AUGUST 31, 2012 AND 2011~~(CONTINUED)

~~NOTE~~Stock 12Options ~~– SALE OF VALTECH/DISPOSITION OF SUBSIDIARY~~(Continued)

Effective March 7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, the Company effected a reverse stock split of the Company’s outstanding shares of common stock, par value $0.00001, on a one-for-eight (1:8) basis (which occurred on March 7, 2012) and issued an aggregate of 8,755,484 shares of common stock effective March 7, 2012, representing 50% of the Company’s outstanding shares after giving effect to the one-for-eight reverse stock split and issuance of the shares. The Buildablock Assets were valued at $10,000. Upon the closing of the transaction, Messrs. Gary Oberman and Bartek Bulzak were elected to the Company’s Board of Directors, Mr. Oberman was appointed President and Chief Executive Officer and Mr. Bulzak was appointed Chief Technology Officer. Effective upon the closing of the transaction, Mr. René Arbic resigned as President and Chief Executive Officer of the Company. In addition, Mr. Arbic has agreed to resign from the Board within one year of the closing of the transaction.Warrants

InThe Company ~~addition~~entered oninto ~~April~~private ~~13,~~placement ~~2012~~agreements with various individuals through November 30, 2010 for the ~~Board~~issuance of 339,282 shares of ~~Directors~~common ~~approved~~stock along with 339,282 warrants. The Company received the ~~sale~~proceeds of ~~Valtech~~$314,282 ~~back~~for tothese ~~some~~units. orThe ~~all~~warrants expire 3 years from issuance, at an exercise price of $1.60 per share. The warrants were valued using the ~~original~~Black-Scholes ~~shareholders~~method and were recorded as additional paid in capital – warrants of ~~Valtech~~$145,512. The criteria established for $the valuation of these warrants were as follows: risk free interest rate – 1.0025%; dividend yield – 0%; volatility – 185%. ~~This~~The ~~sale~~warrants ~~occurred on~~were ~~April~~issued ~~30,~~in ~~2012~~November 2010.

AsThe Company aentered ~~result~~into private placement agreements with various individuals for the issuance of ~~this~~5,947,000 ~~sale~~shares of common stock along with 5,947,000 ~~the~~warrants. The Company on ~~April~~received ~~13,~~the ~~2012~~proceeds of $1,486,750 ~~became~~for athese ~~development~~units. ~~stage~~The ~~company~~warrants expire August 31, 2013 and have an exercise price of $0.50 per share. The warrants were valued using the Black-Scholes method and were recorded as itadditional ~~continues~~paid in capital – warrants of $896,510. The criteria established for the ~~development~~valuation of ~~its~~these ~~social~~warrants ~~networking~~were ~~platform~~as ~~under~~follows: risk free interest ~~the~~rate ~~“Buildablock”~~– ~~name~~0.75%; dividend yield

~~As a result of this transaction, the Company’s~~– ~~financial~~0%; ~~statements~~volatility ~~have~~– ~~been prepared with the results of operations and cash flows of this disposed entity shown as discontinued operations~~235%. ~~All~~ ~~historical~~The ~~statements~~warrants ~~have~~were ~~been~~issued ~~restated~~ in ~~accordance~~May ~~with GAAP. Summarized financial information for discontinued operations for the periods ended August 31,~~ 2012 ~~and 2011 are as follows:~~.

Balance Sheet at March 31, 2012:
Cash	$	127
Accounts receivable		26,228
Accounts payable and accrued expenses		(765,298	)
Loans payable		(1,909,492	)
Common stock		(300	)
Gain on disposition of Valtech	$	2,648,735
Results of operations – August 31, 2012
Revenues	$	10,600
Cost of revenues		(9,100	)
General and administrative		(12,640	)
Interest expense		(34,970	)
Loss from discontinued operations	$	(46,110	)
Results of operations – August 31, 2011
Revenues	$	123,491
Cost of revenues		(247,743	)
General and administrative		(316,416	)
Interest expense		(97,401	)
Loss from discontinued operations	$	(538,069	)

21BUILDABLOCK CORP.

~~Item~~(FORMERLY HIPSO 2.MULTIMEDIA, ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~INC.)

~~The following is intended~~(A toDEVELOPMENT ~~update~~STAGE the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2011 and presumes that readers have access to, and will have read, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in such Annual Report on Form 10-K.COMPANY)

~~Overview~~CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~In June 2008, we acquired~~FOR ~~our~~THE ~~former~~THREE ~~wholly-owned~~MONTHS ~~subsidiary,~~ENDED ~~Valtech~~FEBRUARY ~~Communications Inc. (“Valtech”) in a reverse merger transaction~~28, ~~issuing 40~~2013 ~~million~~AND restricted shares to the prior Valtech shareholders. Valtech offers low-cost, highly reliable triple-play service of Digital Phone, Digital Voice, High-Speed Internet and Digital TV backed by fast, friendly and live customer service (“Telecommunication Services”).2012

~~The Company entered~~NOTE ~~into~~9 an– ~~Asset~~PROVISION ~~Purchase~~FOR ~~Agreement~~INCOME on November 30, 2011 providing for the acquisition of intellectual property rights comprised of an Internet and mobile service platform whose purpose is to empower or capitalize on the growth of the neighborhood, local economy (the “Buildablock Assets”). The Buildablock Assets are in the development stage. In addition to Buildablock’s social networking library, the service is enriched by its new “DealWink” engine, a new e-commerce platform that combines the power of group buying, couponing, and price aggregation, among other things, to drive both value to its customers and opportunity to the retailer. Effective March 7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, the Company effected a reverse stock split of the Company’s outstanding shares of common stock, par value $0.00001, on a one-for-eight (1:8) basis (which occurred on March 7, 2012) and issued an aggregate of 8,755,484 shares of common stock effective March 7, 2012, representing 50% of the Company’s outstanding shares after giving effect to the one-for-eight reverse stock split and issuance of the shares. The Buildablock Assets were valued at $10,000. Upon the closing of the transaction, Messrs. Gary Oberman and Bartek Bulzak were elected to the Company’s Board of Directors, Mr. Oberman was appointed President and Chief Executive Officer and Mr. Bulzak was appointed Chief Technology Officer. Effective February 24, 2012, the name of the Company was changed to Buildablock Corp.TAXES

InDeferred income ~~addition,~~taxes onare ~~April 13,~~determined ~~2012,~~using the ~~Board~~liability ofmethod ~~Directors~~for ~~approved~~the temporary differences between the ~~sale~~financial reporting basis and income tax basis of ~~Valtech~~the ~~back~~Company’s toassets ~~some~~and orliabilities. ~~all~~Deferred ofincome taxes are measured based on the ~~original~~tax ~~shareholders~~rates ofexpected ~~Valtech~~to ~~for~~be in $1effect when the temporary differences are included in the Company’s tax return.~~00.~~ ~~This~~Deferred ~~sale~~tax ~~occurred~~assets and liabilities are recognized based on ~~April~~anticipated ~~30,~~future ~~2012~~tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

~~As a result, the Company~~NOTE ~~principally~~10 ~~will~~– ~~focus~~FAIR onVALUE ~~the development of its social networking platform under the “Buildablock” name.~~MEASUREMENTS

~~There~~On January ~~are~~1, 2008, the Company adopted ASC 820. ASC 820 defines fair value, provides a ~~number~~consistent framework for measuring fair value under ofgenerally ~~technological~~accepted accounting principles and ~~commercial~~expands ~~objectives~~fair ~~that~~value wefinancial ~~must~~statement ~~meet~~disclosure inrequirements. ~~order~~ASC to820’s ~~achieve~~valuation techniques ~~commercial~~are ~~feasibility~~based ofon ~~the~~observable ~~Buildablock~~and ~~platform~~unobservable inputs. ~~These~~ ~~include~~Observable inputs reflect readily obtainable data from independent sources, while ~~without~~unobservable ~~limitation~~inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:

·Level 1 ~~establishing~~inputs: ~~technical~~Quoted ~~feasibility~~prices ~~and~~for ~~completing~~identical ~~development~~instruments ofin ~~our~~active ~~Internet service platform;~~markets.

·Level 2 ~~establishing~~inputs: ~~critical~~Quoted ~~strategic~~prices ~~partnerships~~for tosimilar ~~promote~~instruments ~~the~~in ~~use~~active ofmarkets; ~~our~~quoted ~~platform~~prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

·Level 3 ~~successfully~~inputs: ~~marketing~~Instruments ~~our~~with ~~platform;~~primarily unobservable value drivers.

·NOTE 11 ~~establishing~~– ~~rapid~~CONCENTRATION ~~visibility~~OF ~~and~~CREDIT ~~adoption by our consumer base and acceptance by merchants;~~RISK

·On August ~~demonstrating~~31, ~~added~~2011, ~~value~~$6,372, ~~and~~or ~~reward~~76% ~~that~~of ~~will~~the ~~ultimately~~Company’s ~~change~~accounts ~~the~~receivable ~~behavior~~was with three customers. In addition, there was one customer who represented approximately 66% of ~~our~~the ~~user~~revenue ~~base;~~for the nine months ended August 31, 2011. This customer is considered a major customer of the Company.

~~· responding to competitive developments; and~~20

~~· attracting, retaining and motivating qualified personnel~~BUILDABLOCK CORP.

~~In the Company’s~~(FORMERLY ~~third~~HIPSO ~~quarter ended August 31~~MULTIMEDIA, ~~2012, the Company undertook various initiatives to realize the commercial feasibility of the Buildablock platform, including:~~INC.)

·(A DEVELOPMENT ~~appointing~~STAGE ~~Mr. Jonathan Wener and Mr. Sheldon Leibner, two well-known business leaders, as members of its Advisory Board;~~COMPANY)

22CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

·FOR THE ~~commencing~~THREE ~~its~~MONTHS ~~marketing~~ENDED ~~plan~~FEBRUARY ~~targeting the Montreal area to introduce both shoppers and retailers to the Company’s consumer-driven~~28, ~~volume~~2013 ~~purchasing~~AND ~~e-commerce model; and~~2012

·NOTE 12 ~~launching~~– aSALE ~~test~~OF ~~version~~VALTECH/DISPOSITION ofOF ~~its consumer purchasing website on September 21, 2012 that integrates all of the platform’s processes and will provide key technical and user feedback to the Company for final system readiness.~~SUBSIDIARY

WeEffective March ~~expect~~7, ~~our~~2012, ~~losses and~~the ~~negative~~Company ~~cash~~completed ~~flow~~the toacquisition ~~continue~~of ~~for~~the Buildablock Assets. In connection with the ~~foreseeable~~completion ~~future~~of asthe acquisition, the Company effected a ~~result~~reverse stock split of the ~~development~~Company’s ~~expenses~~outstanding weshares ~~will~~of ~~incur~~common stock, par value $0.00001, ~~Because~~on ofa one-for-eight ~~the~~(1:8) ~~numerous~~basis ~~risks~~(which ~~and~~occurred ~~uncertainties~~on ~~associated~~March ~~with~~7, ~~our~~2012) ~~development~~ and ~~commercialization~~issued ~~efforts~~an aggregate of 8,755,484 weshares ~~are~~of ~~unable~~common tostock ~~predict~~effective ~~the~~March 7, 2012, representing ~~extent~~50% of ~~our~~the ~~future~~Company’s ~~losses~~outstanding orshares ~~when~~after orgiving ifeffect weto ~~will~~the ~~become~~one-for-eight ~~profitable~~reverse stock split and itissuance isof ~~possible~~the weshares. The ~~will~~Buildablock ~~never~~Assets ~~become~~were ~~profitable~~valued at $10,000. ToUpon ~~date~~the closing of the transaction, Messrs. Gary Oberman and Bartek Bulzak were elected weto ~~have~~the ~~not~~Company’s ~~generated~~Board ~~any~~of ~~revenues~~Directors, ~~from~~Mr. ~~our~~Oberman ~~Buildablock~~was ~~platform~~appointed President and Chief Executive Officer and Mr. WeBulzak ~~may~~was ~~never~~appointed Chief ~~achieve~~Technology ~~market~~Officer. ~~acceptance~~Effective orupon ~~more~~the ~~than~~closing ~~nominal~~of the transaction, Mr. René Arbic resigned as President and Chief Executive orOfficer ~~modest~~of ~~revenues~~the Company. In addition, Mr. Arbic has agreed to resign from ~~our~~the ~~Buildablock~~Board ~~platform~~within one year of the closing of the transaction.

In ~~its report accompanying~~ ~~our~~addition ~~audited~~on ~~consolidated~~April ~~financial statements for the year ended November 30~~13, ~~2011~~2012, ~~our~~the ~~independent~~Board ~~registered~~of ~~public~~Directors ~~accounting firm~~approved included an explanatory paragraph stating that our sustained operating losses and capital deficits raise substantial doubt as to our ability to continue as a going concern. A “going concern” opinion could impair our ability to finance our operations through the sale of ~~debt~~Valtech orback ~~equity securities. Our ability~~ to ~~continue~~some asor aall ~~going~~of ~~concern~~the ~~will~~original ~~depend,~~shareholders inof ~~large part,~~Valtech onfor ~~our ability to generate positive cash flow from operations and obtain additional financing, neither of which is certain~~$1.00. ~~If we~~This ~~are~~sale ~~unable~~occurred toon ~~achieve~~April ~~these goals~~30, ~~our business would be jeopardized and we may not be able to continue operations and may have to liquidate our assets, and it is likely that investors will lose all or a part of their investment~~2012.

~~The~~As a ~~Company~~result ~~sold~~of ~~Valtech~~ this sale, the Company on April 3013, 2012, ~~and~~became isa ~~now~~development ~~accounting~~stage ~~for~~company, ~~the~~as ~~historical~~it ~~revenues~~continues ~~and~~the ~~costs~~development ~~and expenses~~ of ~~Valtech~~its ~~net~~social networking asplatform ~~gain~~under orthe ~~(loss)~~“Buildablock” ~~from discontinued operations~~name.

~~Results of Operations for the Three Months Ended August 31, 2012 and August 31, 2011~~21

~~Continuing~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations:

~~Revenues:~~ The ~~Company~~following is ~~operating~~intended asto aupdate ~~development~~the ~~stage~~information ~~company~~contained ~~and~~in ~~did~~the ~~not~~Company’s ~~record~~Annual ~~any~~Report ~~revenues~~on Form 10-K for the ~~three~~fiscal ~~months~~year ended November ~~August 31~~30, 2012 and ~~August~~presumes 31that readers have access to, ~~2011~~and will have read, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in such Annual Report on Form 10-K.

~~Cost of Sales: The Company did not record any revenues and therefore did not incur cost of sales for the three months ended August 31, 2012 and August 31, 2011.~~Overview

~~Depreciation and~~In ~~Amortization:~~June ~~The~~2008, ~~Company~~we ~~did~~acquired ~~not~~our ~~incur~~former ~~any~~wholly-owned ~~depreciation~~subsidiary, orValtech ~~amortization~~Communications ~~expense~~Inc. ~~for~~(“Valtech”) in a reverse merger transaction, issuing 40 million restricted shares to the ~~three~~prior ~~months~~Valtech ~~ended~~shareholders. ~~August~~Valtech 31offers low-cost, ~~2012~~highly reliable triple-play service of Digital Phone, Digital Voice, High-Speed Internet and ~~August~~Digital 31TV backed by fast, ~~2011~~friendly and live customer service (“Telecommunication Services”).

~~Research~~The Company entered into an Asset Purchase Agreement on November 30, 2011 providing for the acquisition of intellectual property rights comprised of an Internet and ~~Development:~~mobile service platform whose purpose is to empower or capitalize on the growth of the neighborhood, local economy (the “Buildablock Assets”). The ~~Company~~Buildablock ~~incurred~~Assets ~~research~~are ~~and~~in the development ~~costs~~stage. ofIn ~~$164,768~~addition ~~for~~to Buildablock’s social networking library, the ~~three~~service ~~months~~is ~~ended~~enriched ~~August~~by 31its new “DealWink” engine, ~~2012~~a ~~and~~new ~~did~~e-commerce ~~not~~platform ~~incur~~that ~~any~~combines the power ~~such~~of ~~costs~~group ~~for~~buying, ~~the~~couponing, ~~three~~and ~~months~~price ~~ended~~aggregation, ~~August~~among 31other things, ~~2011.~~to ~~The~~drive ~~increase~~both isvalue ~~due~~to its customers and opportunity to the retailer. Effective March 7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, the Company effected a reverse stock split of the Company’s outstanding shares of common stock, par value $0.00001, on ~~March~~a one-for-eight (1:8) basis (which occurred on March 7, 2012) and issued an aggregate of 8,755,484 shares of common stock effective March 7, 2012, representing 50% of the ~~development~~Company’s outstanding shares after giving effect to the one-for-eight reverse stock split and issuance of the shares. The Buildablock ~~platform~~Assets were valued at $10,000. Upon the closing of the transaction, Messrs. Gary Oberman and Bartek Bulzak were elected to the Company’s Board of Directors, Mr. Oberman was appointed President and Chief Executive Officer and Mr. Bulzak was appointed Chief Technology Officer. Effective February 24, 2012, the name of the Company was changed to Buildablock Corp.

~~General and Administrative~~In ~~Expenses:~~addition, ~~General~~on ~~and~~April ~~administrative expenses for the three-month period ended August 31~~13, 2012, ~~was~~the ~~$284,891~~Board ~~compared~~of toDirectors ~~$28,525 for~~approved the ~~three~~sale ~~months~~of ~~ended~~Valtech ~~August~~back ~~31,~~to ~~2011.~~some ~~The~~or ~~increase~~all inof the ~~Company’s~~original ~~general~~shareholders ~~and administrative expenses in 2012 was~~of ~~mainly~~Valtech ~~due~~for to$1.00. ~~increased~~This ~~costs~~sale ~~associated~~occurred ~~with~~on ~~the~~April ~~development~~30, ~~of the Buildablock business~~2012.

~~Interest Expense:~~As ~~The~~a ~~Company~~result, ~~did~~the ~~not~~Company ~~incur~~principally ~~any~~will ~~interest~~focus ~~expense~~on ~~for~~ the ~~three~~development ~~months~~of ~~ended~~its ~~August~~social ~~31,~~networking ~~2012~~platform ~~and~~under ~~August 31, 2011 as~~ the ~~Company did~~“Buildablock” ~~not have any debt relating to continuing operations~~name.

~~Discontinued~~There ~~Operations~~are a number of technological and commercial objectives that we must meet in order to achieve commercial feasibility of the Buildablock platform. These include, without limitation:

~~Gain (loss)~~● ~~from~~establishing ~~discontinued~~technical ~~operations:~~feasibility ~~The~~and ~~Company~~completing ~~recorded~~development ~~neither~~of aour ~~gain~~Internet orservice ~~loss~~platform; ~~from~~● ~~discontinued~~establishing ~~operations~~critical ~~for~~strategic partnerships to promote the ~~three months~~use ~~ended~~of ~~August~~our ~~31,~~platform; ~~2012,~~● ~~but~~successfully ~~recorded~~marketing aour ~~loss~~platform; of● ~~$192,103~~establishing ~~for~~rapid ~~the~~visibility ~~three~~and ~~months~~adoption ~~ended~~by ~~August~~our ~~31,~~consumer ~~2011~~base ~~attributable~~and toacceptance by merchants; ● demonstrating added value and reward that will ultimately change the ~~continuing operations~~behavior of ~~Valtech,~~our ~~which~~user ~~was~~base; ~~subsequently~~● ~~sold~~responding ~~for~~to $1competitive ondevelopments; ~~April~~and 30● attracting, ~~2012~~retaining and motivating qualified personnel.

23In the Company’s third quarter ended August 31, 2012, the Company undertook various initiatives to realize the commercial feasibility of the Buildablock platform, including:

~~Results~~● ofappointing ~~Operations~~Mr. ~~for~~Jonathan ~~the~~Wener ~~Nine Months~~and ~~Ended~~Mr. ~~August~~Sheldon 31Leibner, ~~2012~~two ~~and~~well-known ~~August~~business 31leaders, ~~2011~~as members of its Advisory Board;

~~Continuing Operations:~~22

Revenues: The Company is operating as a development stage company and did not record any revenues for the nine months ended August 31, 2012 and August 31, 2011.

	●	commencing its marketing plan targeting the Montreal area to introduce both shoppers and retailers to the Company’s consumer-driven, volume purchasing e-commerce model; and

	●	launching a test version of its consumer purchasing website on September 21, 2012 that integrates all of the platform’s processes and will provide key technical and user feedback to the Company for final system readiness.

~~Cost~~We expect our losses and negative cash flow to continue for the foreseeable future as a result of ~~Sales:~~the development expenses we will incur. ~~The~~Because ~~Company~~of ~~did~~the ~~not~~numerous ~~record~~risks and ~~revenues~~uncertainties associated with our development and ~~therefore~~commercialization ~~did~~efforts, ~~not~~we ~~incur~~are ~~cost~~unable to predict the extent of ~~sales~~our ~~for~~future ~~the~~losses ~~nine~~or ~~months~~when ~~ended~~or ~~August~~if ~~31,~~we ~~2012~~will become profitable and ~~August~~ 31it is possible we will never become profitable. To date, we ~~2011~~have not generated any revenues from our Buildablock platform. We may never achieve market acceptance or more than nominal or modest revenues from our Buildablock platform.

~~Depreciation~~In its report accompanying our audited consolidated financial statements for the year ended November 30, 2011, our independent registered public accounting firm included an explanatory paragraph stating that our sustained operating losses and capital deficits raise substantial ~~Amortization:~~doubt ~~The~~as ~~Company~~to ~~did~~our ~~not~~ability ~~incur~~to ~~any~~continue ~~depreciation~~as ora ~~amortization~~going ~~expense~~concern. ~~for~~A “going concern” opinion could impair our ability to finance our operations through the ~~nine~~sale ~~months~~of ~~ended~~debt ~~August~~or 31equity securities. Our ability to continue as a going concern will depend, ~~2012~~in large part, on our ability to generate positive cash flow from operations and ~~August~~obtain 31additional financing, ~~2011~~neither of which is certain. If we are unable to achieve these goals, our business would be jeopardized and we may not be able to continue operations and may have to liquidate our assets, and it is likely that investors will lose all or a part of their investment.

~~Research and Development:~~ The Company ~~incurred~~sold ~~research~~Valtech ~~and~~on ~~development~~April ~~costs of $257~~30,~~568~~ ~~for the nine months ended August 31,~~ 2012 and ~~did~~is ~~not~~now ~~incur~~accounting ~~any such costs~~ for the ~~nine~~historical ~~months~~revenues ~~ended~~and ~~August~~costs ~~31,~~and ~~2011.~~expenses ~~The increase is due to the acquisition~~ of ~~the~~Valtech ~~Buildablock~~net ~~Assets~~as ~~on March~~gain 7,or ~~2012~~(loss) ~~and~~from ~~the~~discontinued ~~development of the Buildablock platform~~operations.

~~General~~Effective March ~~and~~7, ~~Administrative Expenses:~~2012, ~~General~~the ~~and~~Company ~~administrative~~completed ~~expenses~~the ~~for~~acquisition of the ~~nine~~Buildablock ~~month~~Assets. ~~period~~In ~~ended~~connection ~~August~~with 31the completion of the acquisition, the ~~2012~~Company ~~was~~effected ~~$737~~a reverse stock split of the Company’s outstanding shares of common stock,~~606~~ ~~compared~~par tovalue $~~166~~0.00001,~~655~~ on a one-for-eight (1:8) ~~the~~basis ~~nine~~(which ~~months~~occurred ~~ended~~on ~~August~~March 317, ~~2011.~~2012) ~~The~~and ~~increase~~issued inan aggregate of 8,755,484 shares of common stock effective March 7, 2012, representing 50% of the Company’s ~~general~~then-outstanding ~~and~~shares, ~~administrative~~after ~~expenses~~giving iseffect ~~largely due~~ to ~~increased~~the ~~costs~~one-for-eight ~~associated~~reverse ~~with~~stock ~~the~~split ~~development~~and issuance of the ~~Buildablock business~~ shares.

~~Interest Expense:~~Upon ~~The~~the ~~Company~~closing ~~did~~of ~~not~~the ~~incur~~transaction, ~~any~~Gary ~~interest~~Oberman ~~expense~~and ~~for~~Bartek ~~the~~Bulzak ~~nine~~were ~~months~~elected ~~ended~~to ~~August~~the 31Company’s Board of Directors, ~~2012~~Mr. Oberman was appointed President and ~~August~~Chief ~~31,~~Executive ~~2011,~~Officer asand ~~the~~Mr. ~~Company~~Bulzak ~~did~~was appointed Chief Technology Officer. Effective February 24, 2012, the ~~not~~name ~~have~~of ~~any~~the ~~debt~~Company ~~relating~~was changed to ~~continuing~~Buildablock ~~operations~~Corp.

~~Discontinued~~Results of Operations: for the Three Months Ended February 28, 2013 and February 28, 2012

~~Gain (loss) on~~Continuing ~~disposal of subsidiary~~Operations: ~~The Company sold Valtech for $1 on April 30, 2012 and recorded a gain of $2,648,735 mostly due to the forgiveness of Valtech related debt.~~

~~Gain (loss) from~~Revenues ~~discontinued operations~~: The Company ~~recorded~~is aoperating ~~loss of~~as ~~$46,110~~a ~~for~~development ~~the~~stage ~~nine~~company ~~months~~and ~~ended~~did ~~August~~not ~~31,~~record ~~2012~~any ~~versus~~revenues ~~a loss of $538,069~~ for the ~~nine~~three months ended ~~August~~February 3128, ~~2011. The~~ ~~improvement~~2013 isand ~~due~~$6,431 tofor ~~the~~February ~~sale of the Valtech business on April 30~~28, 2012.

~~Liquidity~~Cost of Sales : The Company did not record any revenues and ~~Capital~~therefore ~~Resources~~did not incur cost of sales for the three months ended February 28, 2013 and $5,562 for February 28, 2012.

~~As of August 31, 2012,~~Depreciation weand ~~had~~Amortization ~~total~~: ~~cash~~The ~~resources~~Company ofdid ~~$777,692.~~not ~~During~~incur ~~the~~any ~~nine~~depreciation ~~months~~or ~~ended~~amortization ~~August~~expense ~~31,~~for ~~2012, net cash used in operating activities was $672,141; during~~ the ~~nine~~three months ended ~~August~~February 3128, ~~2011, net cash used in operating activities was $57,955. The cash used for the~~2013 ~~nine~~and ~~months~~February ~~ending August 31~~28, 2012 ~~was primarily used for development of the Buildablock business, while cash used in the nine months ending August 31, 2011 was for the general operations of the Company other than the Valtech business~~.

~~During~~Research ~~the~~and ~~nine~~Development ~~month~~: ~~period~~The ~~ended~~Company ~~August~~incurred ~~31,~~research ~~2012,~~and wedevelopment ~~raised~~costs of $175,~~486,750~~700 ~~from~~for the ~~issuance~~three ofmonths ~~common~~ended ~~stock~~ February 28, 2013 and ~~warrants~~did ~~issued~~not toincur ~~fund~~any ~~the~~such ~~development~~costs offor the ~~Buildablock~~three ~~business;~~months ~~during~~ended ~~the~~February ~~nine~~28, ~~month~~2012. ~~period~~The ~~ended~~increase ~~August~~is ~~31,~~due ~~2011,~~to ~~net~~the ~~cash provided~~acquisition byof ~~financing~~the ~~activities~~Buildablock Assets ~~was~~on ~~$50~~March 7,~~000 which represented~~ ~~proceeds~~2012 ~~from~~and ~~shareholder~~the ~~loans~~development of the Buildablock platform.

~~Current~~General and Administrative Expenses : General and ~~Future~~administrative ~~Financing~~expenses ~~Needs~~for the three-month period ended February 28, 2013 was $275,986 compared to $160,933 for the three months ended February 28, 2012. The increase in the Company’s general and administrative expenses in 2012 was mainly due to increased costs associated with the development of the Buildablock business.

~~We have incurred an~~Interest ~~accumulated~~Expense ~~deficit~~: ofThe ~~$2,543,225,~~Company ~~including~~did ~~the~~not deficit accumulated during the development phase of Buildablock and accumulated other comprehensive losses, through August 31, 2012. We incurred negative cash flow from operations from our previously owned Telecommunication Services business and will continue to incur ~~negative~~any ~~cash~~interest ~~flow~~expense ~~from~~for ~~operations in~~ the ~~Buildablock~~three ~~business until~~months ~~that~~ended ~~business~~February becomes fully operational. We expect to spend substantial amounts in connection with implementing our new business strategy relating to the Buildablock Assets. Our continued operations will depend upon whether we are able to raise additional funds through third parties28, ~~such~~2013 ~~as equity~~ and ~~debt~~incurred ~~financing. However~~(35,361) ~~there can be no assurance that such additional funds~~February will be available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to adequately fund our business plan. If we are not able to obtain financing when needed28, ~~we may be unable to carry out our business plan~~2012. ~~As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially~~

24Discontinued Operations:

~~harmed.~~Gain (loss) Iffrom wediscontinued ~~raise~~operations: ~~funds~~The byCompany ~~selling~~recorded ~~additional shares~~neither ofa ~~common~~gain ~~stock~~ or ~~other~~loss ~~securities~~from ~~convertible~~discontinued ~~into~~operations ~~common~~for ~~stock~~the three months ended February 28, ~~the~~2013, ~~ownership~~and ~~interest~~for ofthe ~~our~~three ~~existing~~months ~~stockholders will~~ended beFebruary ~~diluted~~28, 2012.

~~Off-Balance Sheet Arrangements~~23

As Results of ~~August~~Operations ~~31,~~for ~~2012, we~~the ~~did~~Nine ~~not~~Months ~~have~~Ended ~~any~~February ~~off-balance~~28, ~~sheet~~2013 ~~arrangements~~and asFebruary ~~defined~~28, ~~in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.~~2012

~~Contractual~~Continuing Operations ~~Obligations and Commitments~~:

Revenues : The Company ~~has~~is nooperating as a development stage company and did not record any revenues for the nine months ended February 28, ~~material~~2013 ~~contractual~~and ~~obligations~~February or28, ~~commitments~~2012.

~~Item~~Cost of 3.Sales ~~Quantitative~~: The Company did not record and ~~Qualitative~~revenues ~~Disclosures~~and ~~About~~therefore ~~Market~~did ~~Risk~~not incur cost of sales for the nine months ended February 28, 2013 and February 28, 2012.

~~There have been no~~Depreciation ~~material~~and ~~changes~~Amortization to: ~~our~~The ~~exposures~~Company todid ~~market~~not ~~risks~~incur ~~since~~any ~~November~~depreciation ~~30,~~or ~~2011.~~amortization ~~Please~~expense ~~refer to the 2011 Annual Report on Form 10-K~~ for the ~~fiscal~~nine ~~year~~months ended ~~November~~February 3028, ~~2011~~2013 and ~~for~~February a28, ~~discussion of our exposures to market risks~~2012.

~~Item~~Research and 4.Development ~~Controls~~: The Company did not incur research and ~~Procedures~~development costs for the nine months ended February 28, 2013 and did not incur any such costs for the nine months ended February 28, 2012.

~~Our senior management~~General ~~is responsible for establishing~~ and ~~maintaining~~Administrative aExpenses ~~system~~: ofGeneral ~~disclosure controls~~ and ~~procedures~~administrative ~~(as~~expenses ~~defined~~for ~~in Rule 13a-15(e) and Rule 15d-15(e) promulgated under~~ the ~~Exchange~~nine ~~Act)~~month ~~designed~~period toended ~~ensure~~February ~~that~~28, ~~information~~2013 ~~required~~was ~~to be disclosed by us~~$984,732 incompared ~~the~~to ~~reports~~$0 ~~that~~for ~~we file or submit under~~ the ~~Exchange~~nine ~~Act~~months isended ~~recorded,~~February ~~processed~~28, ~~summarized~~2012. ~~and~~The ~~reported,~~increase ~~within the time periods specified~~ in the ~~SEC~~Company’s ~~rules~~general and ~~forms.~~administrative ~~Disclosure~~expenses ~~controls and procedures include, without limitation, controls~~is ~~and~~largely ~~procedures~~due ~~designed~~ to ~~ensure~~increased ~~that~~costs ~~information~~associated ~~required~~with ~~to be disclosed by an issuer in~~ the ~~reports~~development ~~that~~of ~~it files or submits under~~ the ~~Exchange~~Buildablock Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosurebusiness.

~~In accordance with~~Interest ~~Exchange~~Expense ~~Act~~: ~~Rules 13a-15~~The ~~and~~Company ~~15d-15,~~did wenot ~~carried~~incur ~~out~~any aninterest ~~evaluation,~~expense ~~with~~for the ~~participation~~nine ofmonths ~~our~~ended ~~Chief~~February ~~Executive Officer and Interim Chief Financial Officer~~28, as2013 ~~well as other key members of our management, of the effectiveness of our disclosure controls~~ and ~~procedures~~February ~~as of the end of the period covered by this report. Based on that evaluation~~28, ~~our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective~~2012, as of the ~~end of the period covered~~ byCompany ~~this~~did ~~report,~~not tohave ~~ensure~~any ~~that~~debt ~~information~~relating ~~required~~ to becontinuing disclosed in our reports filed or submitted under the Exchange Act is (i) accumulated and communicated to management, including the Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsoperations.

~~No change occurred~~Discontinued in our internal controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act) during the fiscal quarter ended August 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.Operations:

25Gain (loss) on disposal of subsidiary: The Company sold Valtech for $1 on April 30, 2012 and recorded a gain of $2,648,735 mostly due to the forgiveness of Valtech related debt.

~~PART~~Gain (loss) ~~II.~~from ~~OTHER~~discontinued ~~INFORMATION~~operations: The Company recorded a loss of $0 for the nine months ended February 28, 2013 versus a loss of $0 for the nine months ended February 28, 2012.

~~Item~~*the financial 1.data ~~Legal~~for ~~Proceedings~~the nine months ended in February 28, 2012 has been set as $0 since there are not any published reports for that time period.

~~Not~~Liquidity and ~~Applicable.~~Capital Resources

~~Item~~As of 1AFebruary 28, 2013, we had total cash resources of $196,960. ~~Risk~~During ~~Factors~~the nine months ended February 28, 2012 net cash used in operating activities was $(1,093,032); during the nine months ended February 28 2012, net cash used in operating activities was $0. The cash used for the nine months ending February 28, 2013 was primarily used for development of the Buildablock business, while any cash used in the nine months ending February 28, 2012 would be for the general operations of the Company other than the Valtech business.

~~In addition to the~~During ~~other information set forth in this report, you should carefully consider~~ the ~~factors~~nine ~~discussed~~month inperiod ~~Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year~~ ended ~~November~~February 3028, ~~2011~~2013, ~~which~~we ~~could~~raised ~~materially affect our business~~$1, ~~financial~~486,750 ~~condition~~from ~~or future results. The risks described in our Annual Report on Form 10-K are not~~ the ~~only~~issuance ~~risks~~of ~~facing~~common ~~our Company.~~stock ~~Additional risks~~ and ~~uncertainties~~warrants ~~not~~issued ~~currently known~~ to usfund ~~or that we currently deem to be not material also may materially adversely affect our business, financial condition and/or operating results. Effective March 7, 2012,~~ the ~~Company completed the~~ ~~acquisition~~development of the Buildablock ~~Assets.~~business; Induring ~~addition, on April 13, 2012,~~ the ~~Board~~nine ofmonth ~~Directors~~period ~~approved~~ended ~~the~~February ~~sale of Valtech back to some or all of the original shareholders of Valtech for $1.00. This sale occurred on April 30~~28, 2012~~. As a result~~, ~~the~~net ~~Company principally~~cash ~~will~~provided ~~focus~~by onfinancing ~~the development of its social networking platform under the “Buildablock” name. See Note~~activities 12was of$0 ~~Notes~~which torepresented ~~Condensed~~proceeds ~~Consolidated~~from ~~Financial~~shareholder ~~Statements (unaudited)~~loans. ~~The following risks reflect risks associated with the Company's continuing operations, including risks related to the commercialization of the Buildablock Assets.~~

We*the financial ~~cannot~~data ~~predict~~for ~~if or~~the ~~when~~nine wemonths ~~will~~ended ~~become~~in ~~profitable~~February ~~and~~28, ~~anticipate~~2012 ~~that~~has ~~our~~been ~~net~~set ~~losses~~as ~~and~~$0 ~~negative~~since ~~cash~~there ~~flow~~are ~~from~~not ~~operations~~any ~~will~~published ~~continue~~reports for ~~the~~ ~~foreseeable~~that ~~future~~time period.

~~There are a number~~Current ~~of technological~~ and ~~commercial~~Future ~~objectives~~Financing ~~that we must meet in order to achieve commercial feasibility of the Buildablock Platform. These include, without limitation:~~Needs

·We have ~~establishing~~incurred ~~technical~~an ~~feasibility~~accumulated ~~and~~deficit ~~completing~~of $1,884,979, including the deficit accumulated during the development phase of Buildablock and accumulated other comprehensive losses, through February 28, 2013. We incurred negative cash flow from operations from our ~~Internet~~previously owned ~~service~~Telecommunication ~~platform;~~Services business and will continue to incur negative cash flow from operations in the Buildablock business until that business becomes fully operational. We expect to spend substantial amounts in connection with implementing our new business strategy relating to the Buildablock Assets. Our continued operations will depend upon whether we are able to raise additional funds through third parties, such as equity and debt financing. However, there can be no assurance that such additional funds will be available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to adequately fund our business plan. If we are not able to obtain financing when needed, we may be unable to carry out our business plan. As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially harmed. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted.

~~· establishing critical strategic partnerships to promote the use of our platform;~~24

·Off-Balance Sheet ~~successfully marketing our platform;~~Arrangements

·As of ~~establishing~~February ~~rapid~~28, ~~visibility~~2013, ~~and~~we ~~adoption~~did bynot ~~our~~have ~~consumer~~any ~~base~~off-balance ~~and~~sheet ~~acceptance~~arrangements byas ~~merchants;~~defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

·Contractual Obligations ~~demonstrating added value~~ and ~~reward that will ultimately change the behavior of our user base;~~Commitments

·The Company ~~responding~~has tono ~~competitive~~material ~~developments;~~contractual ~~and~~obligations or commitments.

·Item 3. ~~attracting,~~Quantitative ~~retaining~~ and ~~motivating~~Qualitative ~~qualified~~Disclosures ~~personnel.~~About Market Risk

~~We expect our losses~~There ~~and~~have ~~negative~~been ~~cash~~no ~~flow~~material changes to ~~continue~~our ~~for~~exposures ~~the~~to ~~foreseeable~~market ~~future as a result of the development expenses we will incur. Because of the numerous~~ risks ~~and~~since ~~uncertainties~~November ~~associated with our development and commercialization efforts~~30, we2012. ~~are~~Please ~~unable~~refer to ~~predict~~ the ~~extent~~ of2012 ~~our~~Annual ~~future~~Report ~~losses~~on orForm 10-K ~~when~~for orthe iffiscal weyear ~~will~~ended ~~become~~November ~~profitable and it is possible we will never become profitable. To date~~30, we ~~have~~2012 ~~not~~for ~~generated~~a ~~any~~discussion ~~revenues~~of ~~from~~ our ~~Buildablock~~exposures ~~platform.~~to ~~We may never achieve~~ market ~~acceptance or more than nominal or modest revenues from our Buildablock platform~~risks.

~~Our independent registered~~Item ~~public~~4. ~~accounting~~Controls ~~firm~~and ~~has expressed substantial doubt as to our ability to continue as a going concern.~~ Procedures

InOur senior ~~its~~management ~~report~~is ~~accompanying our~~responsible ~~audited~~for ~~consolidated~~establishing ~~financial~~and ~~statements~~maintaining ~~for~~a ~~the~~system ~~year~~of ~~ended~~disclosure ~~November~~controls ~~30,~~and ~~2011,~~procedures ~~our~~(as ~~independent~~defined ~~registered~~in ~~public accounting~~Rule ~~firm~~13a-15(e) ~~included~~and anRule ~~explanatory~~15d-15(e) ~~paragraph~~promulgated ~~stating~~under ~~that~~the ~~our~~Exchange ~~sustained~~Act) ~~operating~~designed ~~losses~~to ~~and~~ensure ~~capital~~that ~~deficits~~information ~~raise~~required ~~substantial~~to ~~doubt as~~be todisclosed ~~our~~by ~~ability~~us toin the ~~continue~~reports asthat awe ~~going~~file ~~concern.~~or Asubmit ~~“going~~under ~~concern”~~the ~~opinion~~Exchange ~~could~~Act ~~impair~~is ~~our~~recorded, ~~ability~~processed, tosummarized ~~finance~~and ~~our operations~~reported, ~~through~~within the ~~sale~~time ofperiods ~~debt~~specified in orthe ~~equity~~SEC’s ~~securities~~rules and forms. ~~Our~~Disclosure ~~ability~~controls and procedures include, without limitation, controls and procedures designed to ~~continue~~ensure asthat ainformation ~~going~~required ~~concern~~to ~~will~~be ~~depend,~~disclosed by an issuer in ~~large~~the ~~part, on~~reports ~~our~~that ~~ability~~it tofiles ~~generate~~or ~~positive~~submits ~~cash~~under ~~flow~~the ~~from~~Exchange ~~operations~~Act is accumulated and ~~obtain~~communicated ~~additional~~to ~~financing~~the issuer’s management, ~~neither~~including ofits ~~which~~principal isexecutive ~~certain.~~officer Ifor officers and principal financial officer weor ~~are~~officers, ~~unable~~or topersons ~~achieve~~performing ~~these~~similar ~~goals~~functions, ~~our~~as ~~business~~appropriate ~~would~~to beallow ~~jeopardized~~timely ~~and~~decisions weregarding ~~may~~required disclosure.

26In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, as well as other key members of our management, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report, to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) accumulated and communicated to management, including the Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

~~not~~No change beoccurred ~~able~~in toour ~~continue~~internal ~~operations~~controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under ~~may~~the ~~have~~Exchange toAct) ~~liquidate~~during ~~our~~the ~~assets,~~fiscal ~~and~~quarter itended isAugust ~~likely~~31, 2012 that ~~investors~~has ~~will~~materially ~~lose~~affected, ~~all~~ or ais ~~part~~reasonably oflikely ~~their~~to ~~investment~~materially affect, our internal controls over financial reporting.

We anticipate future losses and will require additional financing, and our failure to obtain additional financing when needed could force us to delay, reduce or eliminate our commercialization efforts.25

~~We anticipate future~~PART ~~losses and therefore will be dependent on additional financing to execute our business plan~~II. WeOTHER cannot be certain that additional funding will be available on acceptable terms, or at all. If we are unsuccessful in raising additional required funds, we may be required to significantly delay, reduce the scope of or eliminate our development programs or our commercialization efforts, or cease operating as a going concern. If we raise additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. If we are unable to maintain sufficient financial resources, including by raising additional funds when needed, our business, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our consolidated financial statements, and it is likely that investors will lose all or a part of their investment.INFORMATION

~~We operate in a highly~~Item ~~competitive industry with relatively low barriers to entry, and must compete successfully in order to grow our business~~1. Legal Proceedings

~~We expect competition~~Not ~~in e-commerce generally, and group buying in particular, to continue to increase because there are no significant barriers to entry~~Applicable. ~~A substantial number of group buying sites that offer competitive services have emerged around the world. We also expect to compete against other Internet sites that serve niche markets and interests.~~

~~We believe that our~~Item ~~ability~~1A. toRisk ~~compete successfully will depend upon many factors both within and beyond our control, including the following:~~Factors

•In addition to the ~~size~~other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended November 30, 2012, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and ~~composition~~uncertainties ofnot currently known to us or that we currently deem to be not material also may materially adversely affect our ~~customer~~business, ~~base~~financial condition and/or operating results. Effective March 7, 2012, the ~~number~~Company completed the acquisition of the ~~merchants~~Buildablock ~~that~~Assets. ~~accept~~In ~~and~~addition, ~~participate~~on inApril ~~our~~13, ~~service;~~2012, the Board of Directors approved the sale of Valtech back to some or all of the original shareholders of Valtech for $1.00. This sale occurred on April 30, 2012. As a result, the Company principally will focus on the development of its social networking platform under the “Buildablock” name. See Note 12 of Notes to the Consolidated Financial Statements (unaudited). The following risks reflect risks associated with the Company’s continuing operations, including risks related to the commercialization of the Buildablock Assets.

•We cannot ~~the~~predict ~~timing~~if ~~and~~or ~~market~~when ~~acceptance~~we ofwill become profitable and anticipate that our ~~service;~~net losses and negative cash flow from operations will continue for the foreseeable future.

•There are ~~selling~~a number of technological and ~~marketing~~commercial ~~efforts;~~objectives that we must meet in order to achieve commercial feasibility of the Buildablock Platform. These include, without limitation:

•● ~~ease~~establishing technical feasibility and completing development of our Internet service platform; ● establishing critical strategic partnerships to promote the use, ~~performance,~~of ~~price~~our platform; ● successfully marketing our platform; ● establishing rapid visibility and ~~reliability~~adoption ofby ~~services~~our ~~offered~~consumer ~~either~~base and acceptance by usmerchants; or● demonstrating added value and reward that will ultimately change the behavior of our ~~competitors~~user base; ● responding to competitive developments; and ● attracting, retaining and motivating qualified personnel.

•We expect our ~~ability~~losses and negative cash flow to ~~cost-effectively~~continue ~~manage~~for the foreseeable future as a result of the development expenses we will incur. Because of the numerous risks and uncertainties associated with our ~~operations;~~development and commercialization efforts, we are unable to predict the extent of our future losses or when or if we will become profitable and it is possible we will never become profitable. To date, we have not generated any revenues from our Buildablock platform. We may never achieve market acceptance or more than nominal or modest revenues from our Buildablock platform.

•Our independent ~~our~~registered ~~reputation~~public ~~and~~accounting ~~brand~~firm ~~strength~~has ~~relative~~expressed substantial doubt as to our ~~competitors~~ability to continue as a going concern.

~~Many~~In its ofreport accompanying our ~~current and~~audited ~~potential~~consolidated ~~competitors~~financial ~~have~~statements ~~longer~~for ~~operating~~the ~~histories,~~year ~~significantly~~ended ~~greater~~November ~~financial~~30, ~~marketing~~2011, our independent registered public accounting firm included an explanatory paragraph stating that our sustained operating losses and ~~other~~capital ~~resources~~deficits ~~than~~raise substantial wedoubt do as ~~well~~to our ability to continue as ~~established~~a ~~customer~~going ~~bases~~concern. ~~These~~A ~~competitors~~“going ~~may~~concern” ~~engage~~opinion incould ~~more~~impair ~~extensive~~our ~~research~~ability ~~and~~to ~~development~~finance ~~efforts,~~our ~~undertake~~operations ~~more~~through ~~far-reaching~~the ~~marketing~~sale ~~campaigns~~of ~~and~~debt ~~adopt~~or ~~more~~equity ~~aggressive~~securities. ~~pricing~~Our ~~policies,~~ability ~~which~~to ~~may~~continue ~~allow~~as ~~them~~a togoing ~~build~~concern ~~larger customer~~will ~~bases~~depend, orin large part, on our ability to generate ~~revenue~~positive cash flow from ~~their~~operations ~~customer~~and ~~bases~~obtain ~~more~~additional ~~effectively~~financing, ~~than~~neither weof ~~do.~~which ~~Some~~is ~~competitors~~certain. ~~may~~If ~~accept~~we ~~lower~~are ~~margins,~~unable orto ~~negative~~achieve ~~margins~~these goals, toour ~~attract~~business ~~attention~~would be jeopardized and ~~acquire~~we ~~new~~may ~~customers,~~not ~~which~~be ~~may~~able ~~materially~~to ~~adversely~~continue ~~affect~~operations ~~our~~and ~~ability~~may have to ~~commercialize~~ liquidate our assets, ~~services~~and it is likely that investors will lose all or a part of their investment.

~~Our business depends on the acceptance of the use of social media as a tool for commercial transactions; there is no assurance that our service will be accepted by merchants or customers.~~26

~~Our business depends~~We onanticipate ~~the~~future ~~continued~~losses ~~evolution of social media as a tool for commercial transactions. This is a new market~~ and ~~it is difficult to predict whether this market~~ will ~~continue~~require toadditional ~~grow~~financing, orand ~~whether it can be maintained. Our success will depend on~~ our ~~ability~~failure to ~~attract a~~obtain ~~large~~additional ~~enough~~financing ~~number~~when ofneeded ~~customers~~could ~~and~~force us ~~merchants~~to ~~that~~delay, ~~use~~reduce ~~our services. There can be no assurance that merchants~~ or ~~customers will~~eliminate ~~accept the value of~~ our ~~services~~commercialization ~~either initially or over any sustained period of time~~efforts.

27We anticipate future losses and therefore will be dependent on additional financing to execute our business plan. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are unsuccessful in raising additional required funds, we may be required to significantly delay, reduce the scope of or eliminate our development programs or our commercialization efforts, or cease operating as a going concern. If we raise additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. If we are unable to maintain sufficient financial resources, including by raising additional funds when needed, our business, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our consolidated financial statements, and it is likely that investors will lose all or a part of their investment.

We operate ~~have~~in a ~~rapidly~~highly ~~evolving business~~competitive ~~model~~industry ~~and~~with ~~our~~relatively ~~new~~low ~~service~~barriers ~~offerings~~to ~~could~~entry, ~~fail~~and tomust ~~attract~~compete orsuccessfully ~~retain~~in ~~customers~~order orto ~~generate~~grow ~~revenue~~our business.

We ~~have a rapidly~~ ~~evolving~~expect ~~business~~competition ~~model~~in ~~and~~e-commerce ~~are~~generally, ~~regularly exploring entry into new market segments~~ and ~~the~~group ~~introduction~~buying ofin ~~new~~particular, ~~products and features with respect~~ to ~~which~~continue ~~we may have limited experience. In addition, our customers may not respond favorably~~ to ~~our~~increase ~~new~~because ~~products and~~there ~~services.~~are ~~These~~no ~~products and services may present new and~~ significant barriers ~~technology challenges, and we may be subject~~ to ~~claims if customers of these offerings experience service disruptions or failures or other quality issues~~entry. IfA ~~products~~substantial ornumber ~~services we introduce, such as changes to our websites and applications, the introduction~~ of ~~social~~group ~~networking~~buying ~~and~~sites ~~location-based marketing elements to our websites, or entirely new lines of business~~ that weoffer ~~may~~competitive ~~pursue,~~services ~~fail~~have toemerged ~~engage~~around ~~customers~~the orworld. ~~merchant~~We ~~partners,~~also weexpect ~~may fail~~ to ~~acquire~~compete oragainst ~~retain customers or generate sufficient revenue or~~ other ~~value~~Internet tosites ~~justify~~that ~~our~~serve ~~investment,~~niche ~~and~~markets ~~our business may be materially~~ and ~~adversely affected~~interests. ~~Our ability to generate a customer base and revenue will depend heavily on our ability to innovate and to create successful new products and services.~~

~~Our~~We believe ~~growth~~that ~~prospects may~~our ~~suffer~~ability ifto ~~the~~compete ~~Buildablock~~successfully ~~Platform~~will isdepend ~~unsuccessful.~~upon many factors both within and beyond our control, including the following:

We● ~~have not yet launched~~ the ~~Buildablock~~size ~~Platform.~~and ~~Our~~composition ~~ability~~of toour ~~generate~~customer ~~revenue~~base ~~will~~and ~~depend, in part, on~~ the ~~successful~~number ~~operation~~ of ~~the Buildablock Platform. If the Buildablock Platform fails to attract subscribers,~~ merchants orthat ~~advertisers,~~accept weand ~~may~~participate ~~fail~~in toour ~~generate~~service; ~~sufficient revenue,~~● ~~operating~~the ~~margin~~timing orand ~~other~~market ~~value~~acceptance toof ~~justify~~ our ~~investment~~service; in● ~~the~~selling ~~development~~ and ~~operation~~marketing ofefforts; ~~the~~● ~~Buildablock~~ease ~~Platform. We~~of ~~may~~use, ~~encounter~~performance, ~~technical~~price and ~~operational~~reliability ~~challenges~~of ~~operating~~services aoffered ~~platform.~~either Ifby weus ~~are~~or ~~not~~our ~~successful~~competitors; ~~with~~● ~~the~~our ~~overall~~ability ~~monetization of~~to ~~the~~cost-effectively ~~Buildablock~~manage ~~Platform,~~our weoperations; ~~may~~and ~~not~~● beour ~~able~~reputation toand ~~generate~~brand ~~revenue~~strength asrelative ~~anticipated~~to ~~and~~ our ~~financial results could be adversely affected~~competitors.

IfMany of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources than we ~~lose~~do ~~the~~as ~~services~~well as established customer bases. These competitors may engage in more extensive research and development efforts, undertake ofmore ~~our~~far-reaching ~~Chief~~marketing ~~Executive~~campaigns ~~Officer~~and adopt more aggressive pricing policies, which may allow them to build larger customer bases or ~~other~~generate ~~members~~revenue offrom ~~our~~their ~~senior~~customer ~~management~~bases ~~team,~~more effectively than we do. Some competitors may ~~not~~accept belower ~~able~~margins, or negative margins, to ~~execute~~attract attention and acquire new customers, which may materially adversely affect our ~~business~~ability ~~strategy~~to commercialize our services.

Our business ~~success~~ depends in aon ~~large~~the ~~part~~acceptance ~~upon~~of the ~~continued~~use ~~service~~ of ~~our~~social ~~senior~~media ~~management~~as ~~team.~~a Intool ~~particular,~~for ~~our~~commercial ~~President,~~transactions; ~~Chief~~there ~~Executive Officer and Interim Chief Financial Officer, Gary Oberman,~~ is ~~critical~~no toassurance ~~our~~that ~~vision, strategic direction, culture, products and technology. We do not maintain key-man insurance for Mr. Oberman or any other member of~~ our ~~senior management team. The loss of our President,~~service ~~Chief~~will ~~Executive~~be ~~Officer~~accepted ~~and~~by ~~Interim~~merchants ~~Chief Financial Officer, even temporarily,~~ or ~~any other member of senior management would harm our business~~customers.

WeOur business ~~may~~depends ~~not~~on the continued evolution of social media as a tool for commercial transactions. This is a new market and it is difficult to predict whether this market will continue to grow or whether it can be ~~able~~maintained. Our success will depend on our ability to attract ~~adequately~~a ~~protect~~large enough number of customers and merchants that use our ~~intellectual~~services. ~~property~~There ~~rights~~can be no assurance that merchants or ~~may~~customers bewill ~~accused~~accept the value of ~~infringing~~our ~~intellectual~~services ~~property~~either ~~rights~~initially ofor ~~third~~over ~~parties~~any sustained period of time.

We will rely on trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements with our employees and others to protect our proprietary rights. We may be unable to prevent third parties from using and registering our trademarks, or trademarks that are similar to, or diminish the value of, our trademarks in some countries.27

We ~~may not be able~~ tohave ~~discover~~a orrapidly ~~determine~~evolving ~~the~~business ~~extent~~model ofand ~~any unauthorized use of~~ our ~~proprietary~~new ~~rights.~~service ~~The~~offerings ~~protection~~could offail ~~our intellectual property may require the expenditure of significant financial and managerial resources. Moreover, the steps we take~~ to ~~protect~~attract ~~our intellectual property may not adequately protect our rights~~ or ~~prevent~~retain ~~third~~customers ~~parties from infringing~~ or ~~misappropriating~~generate ~~our proprietary rights~~revenue. ~~The costs of supporting any litigation and disputes related to our intellectual property are likely to be considerable, and there can be no assurances that favorable outcomes will be obtained.~~

We have ~~may~~a ~~become~~rapidly ~~subject~~evolving business model and are regularly exploring entry into new market segments and the introduction of new products toand ~~third-party~~features ~~claims~~with ~~that~~respect weto ~~infringe~~which ~~their~~we ~~proprietary~~may ~~rights~~have orlimited ~~trademarks~~experience. ~~Such~~In ~~claims~~addition, ~~whether~~our orcustomers may not ~~meritorious,~~respond ~~may~~favorably ~~result~~to our new products inand ~~the~~services. ~~expenditure~~These ofproducts ~~significant~~and ~~financial~~services may present new and ~~managerial~~significant ~~resources~~technology challenges, ~~injunctions~~and ~~against~~we usmay orbe ~~the~~subject ~~payment~~to claims if customers of ~~damages~~these byofferings usexperience service disruptions or failures or other quality issues. If products or services we introduce, such as Wechanges ~~may~~to ~~need~~our websites and applications, the introduction of social networking and location-based marketing elements to ~~obtain~~our ~~licenses~~websites, or ~~from~~entirely ~~third~~new ~~parties~~lines ~~who~~of ~~allege~~business that we ~~have~~may ~~infringed~~pursue, ~~their~~fail ~~rights,~~to ~~but~~engage ~~such~~customers ~~licenses~~or merchant partners, we may ~~not~~fail beto acquire or retain ~~available~~customers onor ~~terms~~generate ~~acceptable~~sufficient revenue or other value to usjustify orour atinvestment, ~~all~~and our business may be materially and adversely affected. Our ~~These~~ability ~~risks~~to ~~have~~generate ~~been~~a ~~amplified~~customer bybase ~~the~~and ~~increase~~revenue inwill ~~third~~depend ~~parties~~heavily ~~whose~~on ~~sole~~our ~~or primary~~ability ~~business~~to isinnovate and to ~~assert~~create ~~such~~successful ~~claims~~new products and services.

~~Government regulation~~Our ofgrowth ~~the~~prospects ~~Internet~~may ~~and~~suffer ~~e-commerce~~if isthe ~~evolving,~~Buildablock ~~and~~Platform ~~unfavorable~~is ~~changes or failure by us to comply with these regulations could substantially harm our business and results of operations~~unsuccessful.

We have ~~are~~not ~~subject~~yet ~~to general~~launched ~~business~~the ~~regulations~~Buildablock ~~and~~Platform. ~~laws~~Our asability ~~well~~to asgenerate ~~regulations~~revenue ~~and~~will ~~laws~~depend, ~~specifically~~in ~~governing~~part, on the ~~Internet~~successful ~~and~~operation ~~e-commerce~~of the Buildablock Platform. ~~Existing~~If the Buildablock Platform fails to attract subscribers, merchants or advertisers, we may fail to generate ~~and~~sufficient ~~future~~revenue, ~~regulations~~operating ~~and~~margin ~~laws~~or ~~could~~other ~~impede~~value to justify our investment in the ~~growth~~development and operation of the ~~Internet~~Buildablock orPlatform. We ~~other~~may ~~online~~encounter ~~services~~technical and operational challenges operating a platform. ~~These~~If ~~regulations~~we ~~and~~are ~~laws~~not ~~may~~successful with the overall monetization of ~~involve~~the ~~taxation,~~Buildablock ~~tariffs~~Platform, ~~subscriber~~we ~~privacy,~~may ~~anti-spam,~~not ~~data~~be ~~protection,~~able ~~content,~~to generate revenue as anticipated and our financial results could be adversely affected.

28If we lose the services of our Chief Executive Officer or other members of our senior management team, we may not be able to execute our business strategy.

~~copyrights, distribution, electronic contracts~~Our ~~and~~success ~~other~~depends ~~communications,~~in ~~consumer~~a ~~protection,~~large ~~the~~part ~~provision~~upon ~~of online payment services and~~ the ~~characteristics~~continued ~~and~~service ~~quality~~ of ~~services.~~ Itour issenior ~~not~~management ~~clear~~team. ~~how~~In ~~existing laws governing issues such as property ownership~~particular, ~~sales~~our ~~and other taxes~~President, ~~libel~~Chief ~~and personal~~Executive ~~privacy~~Officer ~~apply~~and toInterim ~~the~~Chief ~~Internet~~Financial asOfficer, ~~the~~Gary ~~vast~~Oberman, ~~majority~~is ofcritical ~~these laws were adopted prior~~ to ~~the~~our ~~advent~~vision, ofstrategic ~~the~~direction, ~~Internet~~culture, products and technology. We do not ~~contemplate or~~maintain ~~address~~key-man ~~the~~insurance ~~unique~~for ~~issues~~Mr. ~~raised~~Oberman ~~by the Internet~~ or ~~e-commerce.~~any Inother ~~addition,~~member ~~it is possible that governments~~ of ~~one or more countries may seek to censor content available on~~ our ~~websites~~senior ~~and~~management ~~applications or may even attempt to completely block access to our websites~~team. ~~Adverse~~The ~~legal~~loss orof ~~regulatory developments could substantially harm~~ our ~~business. In particular~~President, ~~in the event that~~Chief weExecutive ~~are~~Officer ~~restricted,~~and inInterim ~~whole~~Chief orFinancial ~~in part~~Officer, ~~from~~even ~~operating in one or more countries~~temporarily, ~~our ability to retain~~ or ~~increase~~any ~~our~~other ~~customer base~~member ~~may~~of besenior ~~adversely~~management ~~affected~~would ~~and~~harm ~~we may not be able to maintain or grow~~ our ~~revenue as anticipated~~business.

~~Any~~We may ~~reduction~~not inbe ~~the availability~~able ofto ~~Internet~~adequately ~~access,~~protect ~~including~~our ~~through~~intellectual ~~the~~property ~~use~~rights ofor ~~mobile~~may ~~devices,~~be ~~could~~accused ~~adversely~~of ~~affect~~infringing ~~our~~intellectual ~~business~~property rights of third parties.

~~The success of our~~We ~~services~~ will ~~depend~~rely ~~largely~~ on ~~sufficient network availability for us~~trademark, ~~our~~copyright ~~customers~~ and ~~our~~patent ~~merchant~~law, ~~partners.~~trade ~~The~~secret ~~Internet has~~protection ~~experienced,~~ and isconfidentiality ~~likely~~and/or tolicense ~~continue~~agreements towith ~~experience,~~our ~~significant growth in the number of users~~ employees and ~~amount~~others ofto ~~traffic,~~protect ~~including a~~our ~~significant~~proprietary ~~increase in bandwidth demands as a result of the use of smartphones and other mobile devices~~rights. ~~The~~We ~~Internet infrastructure~~ may be unable to ~~support~~prevent ~~such~~third ~~demands.~~parties Infrom ~~addition,~~using ~~increasing~~and ~~numbers~~registering ofour ~~users~~trademarks, ~~increasing bandwidth requirements~~ or ~~problems~~ ~~caused~~trademarks bythat ~~viruses,~~are ~~worms, malware and~~ similar ~~programs~~to, ~~may~~or ~~harm~~diminish the ~~performance~~value of, the Internet. The backbone computers of the Internet have been the targets of such programs. These outages and delays could reduce the level of Internet usage generally as well as the level of usage of our ~~services,~~trademarks ~~which~~in ~~could~~some ~~adversely impact our business~~countries.

IfWe may wenot ~~are~~be ~~unable~~able to ~~implement~~discover or determine the extent of any unauthorized use of our proprietary rights. The protection of our intellectual ~~and~~property ~~maintain~~may ~~effective~~require ~~internal~~the ~~control~~expenditure ~~over~~of significant financial ~~reporting~~and inmanagerial ~~the~~resources. ~~future~~Moreover, the ~~accuracy~~steps ~~and~~we ~~timeliness~~take ofto protect our ~~financial reporting~~intellectual property may benot ~~adversely~~adequately ~~affected~~protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. The costs of supporting any litigation and disputes related to our intellectual property are likely to be considerable, and there can be no assurances that favorable outcomes will be obtained.

IfWe may become subject to third-party claims that we ~~are~~infringe ~~unable~~their ~~to maintain~~proprietary ~~adequate~~rights ~~internal~~or ~~controls~~trademarks. ~~for~~Such ~~financial~~claims, ~~reporting~~whether or not meritorious, may result in the ~~future~~expenditure of significant financial and managerial resources, ~~investor~~injunctions ~~confidence~~against inus or the ~~accuracy~~payment of ~~our~~damages ~~financial~~by ~~reports~~us. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be ~~impacted~~available on terms acceptable to us or at all. These risks have been amplified by the ~~market~~increase ~~price~~in ofthird ~~our~~parties ~~common~~whose ~~stock~~sole ~~could~~or beprimary ~~negatively~~business is ~~impacted~~to assert such claims.

~~The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.~~ 28

~~We are subject to~~Government ~~the~~regulation ~~reporting requirements~~ of the ~~Securities~~Internet ~~Exchange~~and ~~Act of 1934, as amended, or the Exchange Act, the Sarbanes~~e-~~Oxley~~commerce ~~Act,~~is ~~the Dodd-Frank Act~~evolving, and ~~other~~unfavorable ~~applicable~~changes ~~securities~~or ~~rules~~failure ~~and~~by ~~regulations.~~us ~~Compliance~~to comply with these ~~rules and~~ regulations ~~has increased~~could ~~and~~substantially ~~will~~harm ~~continue to increase~~ our ~~legal~~business and ~~financial~~results ~~compliance~~of ~~costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources~~operations. ~~The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.~~

We are ~~also~~subject ~~expect~~to ~~that~~general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce. ~~being~~Existing aand ~~public~~future ~~company~~regulations and laws could impede the growth of the Internet or other online services. These regulations and laws may involve taxation, ~~subject~~tariffs, tosubscriber ~~these~~privacy, ~~rules~~anti-spam, data protection, content, copyrights, distribution, electronic contracts and ~~regulations~~other communications, ~~will~~consumer ~~make~~protection, itthe ~~more~~provision ~~expensive~~of ~~for~~online uspayment toservices ~~obtain~~and ~~director~~the characteristics and ~~officer~~quality of services. ~~liability~~It ~~insurance~~is not clear how existing laws governing issues such as property ownership, sales and weother ~~may~~taxes, belibel ~~required~~and personal privacy apply to ~~accept~~the ~~reduced~~Internet ~~coverage~~as orthe ~~incur~~vast ~~substantially~~majority ~~higher~~of ~~costs~~these laws were adopted prior to ~~obtain~~the ~~coverage.~~advent of the Internet and do not contemplate or address ~~These~~the ~~factors~~unique ~~could~~issues ~~also~~raised ~~make~~by the Internet or e-commerce. In addition, it ~~more~~is ~~difficult~~possible ~~for~~that usgovernments of one or more countries may seek to ~~attract~~censor content available on our websites and ~~retain~~applications ~~qualified~~or ~~members~~may ofeven attempt to completely block access to our ~~board~~websites. ofAdverse legal ~~directors~~or regulatory developments could substantially harm our business. In particular, ~~particularly~~in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to ~~serve~~retain onor increase our ~~audit~~customer ~~committee~~base ~~and~~may ~~compensation~~be ~~committee,~~adversely affected and we ~~qualified~~may ~~executive~~not ~~officers~~be able to maintain or grow our revenue as anticipated.

~~Item~~Any reduction 2.in ~~Unregistered~~the ~~Sales~~availability of ~~Equity~~Internet ~~Securities~~access, ~~and~~including ~~Use~~through the use of ~~Proceeds~~mobile devices, could adversely affect our business.

~~During the quarter~~The ~~ended~~success ~~May~~of ~~31,~~our ~~2012,~~services ~~the~~will ~~Company~~depend ~~completed~~largely ~~its~~on ~~private~~sufficient ~~placement~~network inavailability ~~which~~for itus, ~~sold~~our ancustomers ~~aggregate~~and ofour ~~5,947,000~~merchant ~~shares~~partners. ofThe ~~the Company’s~~Internet ~~common~~has ~~stock~~experienced, ~~par~~and ~~value~~is ~~$0.00001~~likely ~~per~~to ~~share~~continue to experience, ~~for~~significant ~~aggregate~~growth ~~gross~~in ~~proceeds~~the number of ~~$1,486,750.~~users ~~Aggregate~~and ~~commissions~~amount ~~were~~of ~~$148~~traffic,~~675.~~ ~~The~~including ~~offering~~a ~~was~~significant ~~made~~increase toin bandwidth demands as a ~~small~~result ~~group~~of the use of ~~sophisticated~~smartphones ~~investors~~and ~~outside~~other ~~the~~mobile ~~United~~devices. ~~States~~The inInternet ~~reliance~~infrastructure may onbe ~~Section~~unable ~~4(2)~~to ofsupport ~~the~~such ~~Securities Act~~demands. ofIn ~~1933~~addition, asincreasing ~~amended~~numbers of users, ~~and/~~increasing bandwidth requirements or ~~Regulation~~problems Scaused by ~~promulgated~~viruses, ~~thereunder.~~worms, Inmalware ~~connection~~and ~~with~~similar programs may harm the ~~issuance,~~performance of the ~~Company~~Internet. ~~issued~~The ~~one~~backbone ~~warrant for~~computers ~~each~~of ~~share~~the ~~issued,~~Internet ~~for~~have been anthe ~~aggregate~~targets of ~~5,947,000~~such ~~warrants~~programs. ~~Each~~These ~~warrant~~outages ~~may~~and bedelays ~~exercised~~could atreduce ~~any~~the ~~time~~level ~~through~~of ~~August~~Internet ~~31,~~usage ~~2013 at~~generally anas ~~exercise~~well ~~price~~as the level of usage ~~$0.50~~of ~~per~~our ~~share~~services, which could adversely impact our business.

~~Item~~If we 3.are ~~Defaults~~unable ~~Upon~~to ~~Senior~~implement ~~Securities~~and maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.

~~None~~If we are unable to maintain adequate internal controls for financial reporting in the future, investor confidence in the accuracy of our financial reports may be impacted or the market price of our common stock could be negatively impacted.

29The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

~~Item~~We are 4subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations. ~~Mine~~Compliance ~~Safety~~with ~~Disclosures~~these rules and regulations has increased and will continue to increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

~~Not~~We also ~~Applicable~~expect that being a public company, subject to these rules and regulations, will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Item 5 2. ~~Other~~Unregistered ~~Information~~Sales of Equity Securities and Use of Proceeds

~~None~~During the quarter ended May 31, 2012, the Company completed its private placement in which it sold an aggregate of 5,947,000 shares of the Company’s common stock, par value $0.00001 per share, for aggregate gross proceeds of $1,486,750. Aggregate commissions were $148,675. The offering was made to a small group of sophisticated investors outside the United States in reliance on Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated thereunder. In connection with the issuance, the Company issued one warrant for each share issued, for an aggregate of 5,947,000 warrants. Each warrant may be exercised at any time through August 31, 2013 at an exercise price of $0.50 per share.

Item 6 3. ~~Exhibits~~Defaults Upon Senior Securities

Exhibits:
31.1	Certification of Gary Oberman, President, Chief Executive Officer and Interim Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Gary Oberman, President, Chief Executive Officer and Interim Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

None.

*Item 4. ~~Filed~~Mine ~~herewith.~~Safety Disclosures

** Furnished herewithNot Applicable.

3029

~~SIGNATURES~~Item 5. Other Information

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~None.

	Buildablock Corp. (Registrant)
Dated: October 15, 2012	By:	/s/ Gary Oberman
		President, Chief Executive Officer and Interim Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

Item 6. Exhibits

31Exhibits:

EXHIBIT INDEX

31.1		Certification of Ben W. Quick, Chief Executive Officer, Chief Financial Officer and Director, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of Ben W. Quick, Chief Executive Officer, Chief Financial Officer and Director, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Exhibit No.		Exhibit
31.1		Certification of Gary Oberman, President, Chief Executive Officer and Interim Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Gary Oberman, President, Chief Executive Officer and Interim Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

*	Filed herewith.

**	Furnished herewith.

* Filed herewith.30

** Furnished herewith.SIGNATURES

32Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Buildablock Corp.
		(Registrant)

Dated: November 30, 2023	By:	/s/ Ben W. Quick
		Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.		Exhibit
31.1		Certification of Ben W. Quick, Chief Executive Officer, Chief Financial Officer and Director, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Ben W. Quick, Chief Executive Officer, Chief Financial Officer and Director, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

*	Filed herewith.

**	Furnished herewith.

Filing Compare · Buildablock Corp.