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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

	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended May 31, 2013 OR

	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For transition period from to

For the quarterly period ended August 31, 2012

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 Incorporation or Organization)		(I.R.S. Employer 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~~May 2831, ~~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 May31, 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 May 31, 2013 and May 31, 2012 (unaudited) and period May 1, 2012 through May 31, 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 Six Months Ended May 31, 2013 and 2012(unaudited) and period May 1, 2012 through May 31, 2013 (development stage)(unaudited)	8
	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	10
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	24
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2625
Item 1A.	Risk Factors	2625
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2928
Item 3.	Defaults Upon Senior Securities	2928
Item 4.	Mine Safety Disclosures	3028
Item 5.	Other Information	3028
Item 6.	Exhibits.	3028
SIGNATURES		31
		28
SIGNATURES		29

~~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~~ May 31, ~~2012~~2013, ~~(UNAUDITED)~~and ~~AND~~November ~~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.

	5/31/13 (unaudited)			11/30/12 (unaudited)
ASSETS
CURRENT ASSETS
Cash	$	90,301		$	362,007
Current assets held under discontinued operations		-
Total Current Assets		90,301			362,007
OTHER ASSETS
Intellectual property		10,000			10,000
Total other assets		10,000			10,000
Total Assets		100,301			372,007
LIABILITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdraft	$	-		$	-
Accounts payable		266,604			69,083
Accrued expenses		60,380			60,380
Convertible note payable - third party		2,500			2,500
Current liabilities held under discontinued operations
Total Current Liabilities		329,484			131,963
Total Liabilities		329,484			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 May 31, 2013, and November 30, 20 I 2, 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		(1,511,080	)		(1,042,104	)
Accumulated other comprehensive income (loss)		(189,104	)		(188,853	)
Total Stockholders’ Equity (Deficit)		(229,183	)		240,044
Total Liabilities and Stockholders’ Equity (Deficit)	$	100,301		$	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

													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	)

AND COMPREHENSIVE LOSS

~~See~~For the ~~accompanying~~Three ~~notes~~and toSix ~~condensed~~Months ~~consolidated financial~~Ended ~~statements.~~May 31, 2013 and 2012,

5and the Period May 1, 2012, through May 31, 2013 (Development Stage)

~~BUILDABLOCK CORP.~~(unaudited)

(FORMERLY HIPSO MULTIMEDIA, INC.)

	2013 (unaudited)			2012 (unaudited)			2013 (unaudited)			2012 (unaudited)			5/31/13 (unaudited)
	Three Months Ended May 31,						Six Months Ended May 31,						Period 5/1/12 through
	2013 (unaudited)			2012 (unaudited)			2013 (unaudited)			2012 (unaudited)			5/31/13 (unaudited)
REVENUE	$	-		$	-		$	-		$	-		$	-
COSTS AND EXPENSES
Cost of sales		-			-			-			-			-
Depreciation and amortization		-			-			-			-			-
Research and development		54,300			92,800			130,000			92,800			387,568
Administrative expenses		138,780			310,094			338,976			452,715			1,123,512
Total Costs and Expenses		193,080			402,894			468,976			545,515			1,511,080
OPERATING LOSS		(193,080)			(402,894	)		(468,976	)		(545,515	)		(1,511,080	)
NON-OPERATING INCOME (EXPENSE)
Interest expense		-			-			-			-			-
Total Non-Operating Expense		-			-			-			-			-
NET LOSS FROM CONTINUING OPERATIONS	$	(193,080	)	$	(402,894	)	$	(468,976	)	$	(545,515	)	$	(1,511,080	)
DISCONTINUED OPERATIONS
Gain (loss) on disposal of subsidiary		-			2,648,735			-			2,648,735			-
Gain (loss) from discontinued operations		-			1,132			-			(46,110	)		-
NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS		-			2,649,867			-			2,602,625			-
NET INCOME (LOSS)	$	(193,080	)	$	2,246,973		$	(468,976	)	$	2,057,110		$	(1,511,080	)
NET INCOME PER COMMON SHARE (BASIC)
From continuing operations	$	(0.01	)	$	(0.03	)	$	(0.02	)	$	(0.05	)		-
From discontinued operations					0.18						0.22			-
Net income per common share (BASIC)	$	(0.01	)	$	0.15		$	(0.02	)	$	0.17			-
Weighted average shares outstanding (BASIC)		23,982,979			14,554,662			23,982,979			11,597,561			-

(AThe accompanying ~~DEVELOPMENT~~notes ~~STAGE~~are ~~COMPANY)~~an integral part of these statements.

~~CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)~~ 6

~~FOR THE YEARS ENDED NOVEMBER 30, 2011~~BUILDABLOCK ~~AND 2010 AND NINE MONTHS ENDED AUGUST 31, 2012 (UNAUDITED)~~CORP.

												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

(formerly Hipso Multimedia, Inc.

~~See accompanying notes to condensed consolidated~~(a ~~financial~~development ~~statements.~~stage company)

6CONSOLIDATED STATEMENTS OF OPERATIONS

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

~~CONDENSED CONSOLIDATED STATEMENTS OF~~For ~~CASH~~the ~~FLOWS FOR~~Three ~~THE~~and ~~NINE~~Six ~~MONTHS~~Months ~~ENDED~~Ended ~~AUGUST~~May 31, ~~2012~~2013 ~~AND~~and ~~2011 (UNAUDITED) AND PERIOD MAY 1,~~ 2012 ~~THROUGH AUGUST 31~~, ~~2012 (DEVELOPMENT STAGE)~~

	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		$	-		$	-

and the Period May 1, 2012, through May 31, 2013 (Development Stage)

~~See accompanying notes to condensed consolidated financial statements.~~(unaudited)

	Three Months Ended May 31,						Six Months Ended May 31,						Period 5/1/12 through
	2013 (unaudited)			2012 (unaudited)			2013 (unaudited)			2012 (unaudited)			5/31/13 (unaudited)
NET INCOME PER COMMON SHARE (DILUTED)
From continuing operations	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)		-
From discontinued operations					0.13						0.15			-
	$	(0.01	)	$	0.11		$	(0.02	)	$	0.12			-
Weighted average shares outstanding (DILUTED)		23,982,979			20,840,944			23,982,979			17,883,843			-

OTHER COMPREHENSIVE LOSS
- CONTINUING OPERATIONS
Comprehensive loss - beginning of period	$	(189,042	)	$	(402,894	)	$	(188,853	)	$	(545,515	)		-
Cumulative translation adjustments		(62	)					(251	)		(66,638	)		-
Comprehensive loss - end of period	$	(189,104	)	$	(402,894	)	$	(189,104	)		$(612,153)			-

~~BUILDABLOCK CORP.~~The ~~(FORMERLY~~accompanying ~~HIPSO~~notes ~~MULTIMEDIA,~~are ~~INC.) (A~~an ~~DEVELOPMENT~~integral ~~STAGE~~part ~~COMPANY)~~of these statements.

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE NINE MONTHS ENDED AUGUST 31, 2012 AND 2011~~7

~~NOTE~~BUILDABLOCK CORP. ~~1 – ORGANIZATION AND BASIS OF PRESENTATION~~

~~The unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission~~ (~~“SEC”). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q~~formerly ~~and~~Hipso 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 regulationsMultimedia, ~~although the Company believes that the disclosures are adequate to make the information presented not misleading~~Inc. 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.

~~These condensed consolidated unaudited~~(a ~~financial~~development ~~statements~~stage 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.company)

~~Buildablock Corp. (the “Company”) formerly HIPSO~~CONSOLIDATED ~~Multimedia,~~STATEMENTS ~~Inc.,~~OF aCASH 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.FLOWS

~~On June 5, 2012,~~ For the ~~Company~~Six ~~formed~~Months aEnded ~~Canadian~~May ~~subsidiary~~31, ~~Buildablock Canada~~2013 ~~Inc.~~and ~~(“Buildablock Canada”). Since inception~~2012, ~~Buildablock Canada has had little activity. The Company anticipates that Buildablock Canada will engage in research~~ and ~~development activities.~~the

~~Effective~~Period May ~~July~~ 1, ~~2009~~2012, ~~the~~through ~~Company~~May ~~adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10~~31, ~~Generally~~2013 ~~Accepted Accounting Principles – Overall~~ (~~“ASC~~Development ~~105-10”~~Stage). 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(unaudited)

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

	Six Months Ended 5/31/13 (unaudited)			Six Months Ended 5/31/12 (unaudited)			Period 5/1/12 through 5/31/13 (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS:
Net income (loss)	$	(468,976	)	$	(545,515	)	$	(1,511,080	)
Adjustments to reconcile net income (loss) to net cash used for operating activities:		-			-			-
Depreciation and amortization		-			-			-
Stock based compensation and shares issued for services		-			158,960			-
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		197,521			36,496			311,451
Net cash used for operating activities		(271,455	)		(319,414	)		(1,199,629)
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		-			(84,012	)		-
Investing activities		-			-			-
Financing activities		-			533			-
Total Discontinued Operations		-			(83,479	)		-
EFFECT OF EXCHANGE RATE ON CASH		(251	)		34			(251	)
INCREASE (DECREASE) IN CASH		(271,706	)		1,083,789			90,301
CASH, BEGINNING OF YEAR		362,007			-			-
CASH, END OF PERIOD	$	90,301		$	1,083,789		$	90,301

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~See ~~(UNAUDITED) FOR~~accompanying ~~THE~~notes ~~NINE~~to ~~MONTHS~~financial ~~ENDED AUGUST 31, 2012 AND 2011~~statements.

~~NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)~~8

~~Going~~BUILDABLOCK ~~Concern~~CORP.

~~With~~(formerly Hipso ~~the disposition of Valtech~~Multimedia, ~~the Company commenced operating in the development stage as it develops its purchased intellectual property~~Inc. ~~The Company has no revenues and nominal assets other than cash which was raised during May 2012 as part of a private placement.~~

New management 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~~development ~~doubt~~stage 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.company)

~~NOTE~~CONSOLIDATED STATEMENTS ~~2 – SUMMARY~~ OF ~~SIGNIFICANT~~CASH ~~ACCOUNTING POLICIES~~FLOWS

~~Principles~~For the ofSix ~~Consolidation~~Months Ended May 31, 2013 and 2012, and the

~~The consolidated financial statements include the accounts of~~Period ~~the~~May ~~Company~~1, ~~and~~2012, ~~its~~through ~~subsidiary.~~May ~~All~~31, ~~significant~~2013 ~~intercompany~~(Development ~~accounts and transactions have been eliminated in consolidation.~~Stage)

~~Development Stage Company~~(unaudited)

The Company 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.

	Six Months Ended 5/31/13 (unaudited)			Six Months Ended 5/31/12 (unaudited)		Period 5/1/12 through 5/31/13 (unaudited)
SUPPLEMENTAL 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	$	-

~~Use~~See accompanying ofnotes ~~Estimates~~to financial statements.

The preparation 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.9

~~Cash and Cash Equivalents~~BUILDABLOCK CORP.

~~The Company considers all highly liquid debt instruments and~~(FORMERLY ~~other~~HIPSO ~~short-term~~MULTIMEDIA, ~~investments with an initial maturity of three months or less to be cash equivalents~~INC.)

9(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~~MAY 31, ~~2012~~2013 AND ~~2011~~2012

NOTE 1 2 – ~~SUMMARY~~ORGANIZATION OFAND ~~SIGNIFICANT~~BASIS ~~ACCOUNTING~~OF ~~POLICIES (CONTINUED)~~PRESENTATION

~~Comprehensive~~These condensed ~~Income~~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.

~~The~~Buildablock Corp. (the “Company”) ~~adopted~~formerly ~~ASC~~HIPSO ~~220-10~~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 “~~Reporting~~Buildablock Assets”). The Buildablock Assets are in the development stage. In addition to Buildablock’s ~~Comprehensive~~social ~~Income~~networking library, the service is enriched by its new “DealWink” ~~(formerly~~engine, ~~SFAS~~a Nonew 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. ~~130)~~Effective March 7, 2012, the Company completed the acquisition of the Buildablock Assets. ~~ASC~~In ~~220~~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. ~~requires~~Upon the ~~reporting~~closing of ~~comprehensive~~the ~~income~~transaction, inMessrs. ~~addition~~Gary Oberman and Bartek Bulzak were elected to the Company’s Board of Directors, Mr. Oberman was appointed President and Chief Executive Officer ~~net~~and ~~income~~Mr. ~~from~~Bulzak ~~operations~~was appointed Chief Technology Officer. Effective February 24, 2012, the name of the Company was changed to Buildablock Corp.

~~Comprehensive~~On ~~income~~June is5, 2012, the Company formed a ~~more~~Canadian ~~inclusive~~subsidiary, ~~financial~~Buildablock ~~reporting~~Canada ~~methodology~~Inc. ~~that~~(“Buildablock ~~includes~~Canada”). ~~disclosure~~Since ofinception, Buildablock ~~information~~Canada has had little activity. The Company anticipates that ~~historically~~Buildablock ~~has~~Canada ~~not~~will ~~been recognized~~engage in ~~the~~research ~~calculation~~and ofdevelopment ~~net income~~activities.

~~Fair~~Effective July ~~Value~~1, of2009, the Company adopted the Financial ~~Instruments~~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.

The carrying 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.10

~~Currency Translation~~BUILDABLOCK CORP.

~~For~~(FORMERLY ~~subsidiaries~~HIPSO ~~outside the United States that prepare financial statements in currencies other than the U.S. dollar~~MULTIMEDIA, ~~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~~INC. 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.~~

~~Revenue~~(A DEVELOPMENT ~~Recognition~~STAGE COMPANY)

~~Through April 30, 2012, the Company through~~CONSOLIDATED ~~Valtech~~FINANCIAL ~~received~~STATEMENTS ~~revenue from subscribers to its triple play network in which it provided digital TV, voice over internet protocol~~ (~~VoIP~~UNAUDITED), 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.

~~Buildablock is a development stage company~~FOR ~~and~~THE ~~has~~THREE ~~not~~MONTHS ~~yet~~ENDED ~~recorded~~MAY ~~any~~31, ~~revenues.~~2013 ~~Buildablock~~AND plans to recognize revenue from sales when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured.2012

~~The Company plans to record as revenue~~NOTE ~~the~~1 ~~net~~– ~~amount~~ORGANIZATION itAND ~~retains~~BASIS ~~from~~OF ~~the~~PRESENTATION 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.(CONTINUED)

~~The Company plans that the merchant will~~Going 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 the merchant which will be responsible for fulfillment, and therefore revenue is planned to be recorded on a net basis.Concern

~~Accounts~~With the ~~Receivable~~disposition of Valtech, the Company commenced operating in the development stage as it 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.

~~The~~New management has had some preliminary discussions regarding further capitalization of the Company. ~~conducts~~These ~~business~~plans include the raising of capital through the equity markets to fund future operations and ~~extends~~generating ~~credit~~adequate ~~based~~revenues onfor anthe ~~evaluation~~new business of the ~~customers~~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 ~~condition~~have been prepared on a going concern basis, ~~generally~~which ~~without~~contemplates the realization of assets and satisfaction of liabilities ~~requiring~~in ~~collateral~~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.

10NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

~~CONDENSED~~The consolidated ~~CONSOLIDATED~~financial ~~FINANCIAL~~statements ~~STATEMENTS (UNAUDITED) FOR~~include ~~THE~~the ~~NINE~~accounts ~~MONTHS~~of ~~ENDED~~the ~~AUGUST~~Company ~~31,~~and ~~2012~~its ~~AND~~subsidiary. ~~2011~~All significant intercompany accounts and transactions have been eliminated in consolidation.

~~NOTE 2~~Development –Stage ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~Company

~~Accounts~~The Company ~~Receivable~~is considered to be in the development stage as defined in ASC 915 . The Company has devoted substantially all of its ~~(continued)~~efforts to the development of its software platform.

~~Exposure to losses on receivables is expected~~Use ~~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.Estimates

~~Accounts~~The ~~receivable~~preparation ~~are~~of financial statements in conformity with accounting principles generally ~~due~~accepted ~~within~~in 30the ~~days~~United ~~and~~States ~~collateral~~of isAmerica ~~not~~requires management ~~required.~~to ~~Unbilled~~make ~~accounts~~estimates ~~receivable~~and ~~represents~~assumptions that affect the reported amounts ~~due~~of assets and liabilities and disclosure of contingent ~~from~~assets ~~customers~~and ~~for~~liabilities ~~which~~at ~~billing~~the date of the financial statements ~~have~~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 ~~been~~limited ~~generated~~to, those related to investment tax credits, bad debts, income taxes and ~~sent~~contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the ~~customers~~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.

~~Income~~Cash and ~~Taxes~~Cash Equivalents

The Company ~~accounts~~considers ~~for~~all ~~income~~highly ~~taxes~~liquid ~~utilizing the~~debt ~~liability~~instruments ~~method~~and ofother ~~accounting.~~short-term ~~Under~~investments ~~the~~with ~~liability~~an ~~method,~~initial ~~deferred~~maturity ~~taxes are determined based on differences between financial statement and tax bases~~ of ~~assets~~three ~~and~~months ~~liabilities~~or ~~at enacted tax rates in effect in years in which differences are expected to~~less ~~reverse. Valuation allowances are established, when necessary,~~ to ~~reduce~~be ~~deferred~~cash ~~tax assets to amounts that are expected to be realized~~equivalents.

~~Advertising Costs~~11

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

~~Fixed~~(FORMERLY HIPSO ~~Assets~~MULTIMEDIA, INC.)

~~Fixed~~(A DEVELOPMENT ~~assets~~STAGE ~~are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets; office and computer equipment – 5 years.~~COMPANY)

~~When assets are retired~~CONSOLIDATED orFINANCIAL ~~otherwise~~STATEMENTS 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.(UNAUDITED)

~~Impairment~~FOR ofTHE ~~Long-Lived~~THREE ~~Assets~~MONTHS ENDED MAY 31, 2013 AND 2012

~~Long-lived assets, primarily fixed assets,~~NOTE ~~are~~2 ~~reviewed~~– ~~for~~SUMMARY ~~impairment~~OF ~~whenever~~SIGNIFICANT ~~events~~ACCOUNTING orPOLICIES 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.(CONTINUED)

~~Income (Loss) Per~~Comprehensive ~~Share of Common Stock~~Income

~~Basic net loss per common share is computed~~The ~~using~~Company ~~the~~adopted ~~weighted~~ASC ~~average~~220-10, ~~number~~“Reporting ofComprehensive ~~common~~Income,” ~~shares outstanding. Diluted earnings per share~~ (~~EPS)~~formerly ~~includes~~SFAS ~~additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants~~No. ~~All shares are reflected post 1:8 reverse split which occurred March 7, 2012~~130). ~~Common~~ASC ~~stock~~220-10 ~~equivalents~~requires ~~were not included in~~ the ~~computation~~ reporting of ~~diluted~~comprehensive ~~earnings per~~income ~~share~~in ~~when~~addition ~~the Company reported a loss because~~ to donet soincome ~~would~~from ~~be antidilutive for periods presented~~operations.

11Comprehensive 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.

~~BUILDABLOCK CORP.~~Fair ~~(FORMERLY~~Value ~~HIPSO~~of ~~MULTIMEDIA,~~Financial ~~INC.) (A DEVELOPMENT STAGE COMPANY)~~Instruments

~~CONDENSED~~The carrying ~~CONSOLIDATED~~amounts ~~FINANCIAL~~reported ~~STATEMENTS~~in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable ~~(UNAUDITED) FOR~~approximate ~~THE~~fair ~~NINE~~value ~~MONTHS~~because ~~ENDED~~of ~~AUGUST~~the 31immediate or short-term maturity of these financial instruments. For the loans payable, ~~2012~~the ~~AND~~carrying amount ~~2011~~reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings.

~~NOTE 2~~Currency ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~Translation

~~Income~~For 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~~loss). ~~Per~~Gains and losses from foreign ~~Share~~currency oftransactions ~~Common~~are ~~Stock~~included in other income (~~continued~~expense) in the results of operations.

~~The following is a reconciliation of the~~Revenue ~~computation for basic and diluted EPS:~~Recognition

	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

Through April 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.

~~Stock-Based~~Buildablock is ~~Compensation~~a development stage company and has not yet recorded any revenues. Buildablock plans to recognize revenue from sales when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured.

InThe Company ~~2006,~~plans to record as revenue the ~~Company adopted~~net amount it retains from the ~~provisions~~sale of ~~ASC~~products, ~~718-10~~excluding ~~“Share~~any ~~Based~~applicable ~~Payments”~~taxes, ~~for~~after ~~its~~remitting the ~~year~~payment ~~ended~~to ~~November~~the ~~30,~~merchant ~~2008.~~minus ~~The~~the ~~adoption of~~transaction ~~this~~fees. ~~principle~~Revenue ~~had~~will nobe ~~effect~~recorded on a net basis because the Company’s ~~operations~~plans to act as an agent of the merchant in the transaction.

The Company ~~has~~plans ~~elected~~that ~~to use~~ the ~~modified–prospective approach~~merchant ~~method.~~will ~~Under~~be ~~that transition method,~~ the ~~calculated~~primary ~~expense~~obligor in ~~2006~~these istransactions, ~~equivalent~~will tobe ~~compensation~~subject ~~expense for all awards granted prior~~ to, ~~but~~inventory ~~not yet vested as of January 1~~risk, ~~2006,~~and ~~based~~will onhave ~~the~~latitude in ~~grant-date~~establishing ~~fair values~~prices. ~~Stock-based~~The ~~compensation~~Company ~~expense for~~plans ~~all~~to ~~awards~~perform ~~granted~~a ~~after~~service ~~January~~by 1,acting ~~2006~~as isthe ~~based~~agent onof the ~~grant-date~~merchant ~~fair~~which ~~values.~~will ~~The~~be ~~Company~~responsible ~~recognizes~~for ~~these compensation costs~~fulfillment, and ~~net~~therefore ofrevenue anis ~~estimated~~planned ~~forfeiture~~to ~~rate,~~be recorded on a ~~pro~~net ~~rata~~ basis ~~over the requisite service period of each vesting tranche of each award~~.

~~The Company considers voluntary termination~~Accounts behavior 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 Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to expense and additional paid-in capital.Receivable

~~Segment~~The Company ~~Information~~conducts business and extends credit based on an evaluation of the customers’ financial condition, generally without requiring collateral.

The Company follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. 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 August 31, 2012 and for the nine months ended August 31, 2012 and 2011, the Company operates in only one segment and in only one geographical location.12

~~Reclassifications~~BUILDABLOCK CORP.

~~The Company has reclassified certain amounts~~(FORMERLY inHIPSO ~~its condensed consolidated statement of operations for the nine months ended August 31~~MULTIMEDIA, ~~2011 to conform with the August 31, 2012 presentation~~INC. ~~These reclassifications had no effect on the net loss for the nine months ended August 31, 2011.~~)

12(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~~MAY 31, ~~2012~~2013 AND ~~2011~~2012

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

~~Uncertainty~~Accounts Receivable ~~in Income Taxes~~(continued)

~~The~~Exposure to ~~Company~~losses ~~follows~~on ~~ASC~~receivables ~~740-10,~~is ~~“Accounting~~expected ~~for~~to ~~Uncertainty in~~vary ~~Income~~by ~~Taxes”~~customer ~~(“ASC~~due ~~740-10”).~~to ~~This~~the ~~interpretation~~financial ~~requires~~condition ~~recognition and measurement~~ of ~~uncertain~~each ~~income tax positions using a “more-likely-than-not” approach~~customer. ~~ASC~~The ~~740-10~~Company ismonitors ~~effective for fiscal years beginning after December~~exposure ~~15,~~to ~~2006.~~credit ~~Management~~losses ~~has~~and ~~adopted~~maintains ~~ASC~~allowances ~~740-10~~ for ~~2009,~~anticipated ~~and~~losses ~~they~~considered ~~evaluate~~necessary ~~their~~under ~~tax~~the ~~positions~~circumstances. onThe anCompany ~~annual~~has ~~basis,~~no ~~and~~allowance for ~~has~~doubtful ~~determined that~~accounts as of August 31, 2012~~, no additional accrual for income taxes other than the federal and state provisions is considered necessary~~.

~~Fair~~Accounts receivable ~~Value~~are ~~Measurements~~generally 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.

~~In September 2006, the FASB issued ASC 820, Fair Value Measurements.~~Income ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. 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.Taxes

~~In February 2007, the~~The ~~FASB~~Company ~~issued~~accounts ~~ASC 825-10, The Fair Value Option~~ for ~~Financial~~income ~~Assets~~taxes ~~and~~utilizing ~~Financial~~the ~~Liabilities~~liability –method ~~Including an amendment~~ of ~~ASC~~accounting. ~~320-10,~~Under ~~(“ASC~~the ~~825-10”)~~liability ~~which~~method, ~~permits~~deferred ~~entities~~taxes toare ~~choose~~determined based toon ~~measure~~differences ~~many~~between financial ~~instruments~~statement and ~~certain other~~tax ~~items~~bases atof ~~fair~~assets ~~value at specified election dates. A business entity is required to report unrealized gains~~ and ~~losses~~liabilities onat ~~items for~~enacted ~~which~~tax ~~the~~rates ~~fair~~in ~~value~~effect ~~option~~in ~~has~~years ~~been elected~~ in ~~earnings~~which differences atare ~~each subsequent reporting date. This statement is~~ expected to ~~expand the use of fair value measurement~~reverse. ~~ASC~~Valuation ~~825-10~~allowances isare ~~effective~~established, ~~for~~when ~~financial~~necessary, ~~statements~~to ~~issued~~reduce ~~for~~deferred ~~fiscal~~tax ~~years~~assets ~~beginning~~to ~~after~~amounts ~~November~~that ~~15,~~are ~~2007,~~expected ~~and~~to ~~interim~~be ~~periods within those fiscal years~~realized.

~~Recent Accounting~~Advertising ~~Pronouncements~~Costs

~~In May 2011, FASB issued Accounting Standards~~The ~~Update~~Company ~~(ASU)~~expenses ~~No.~~the ~~2011-04,~~costs ~~Amendments~~associated towith ~~Achieve~~advertising ~~Common~~as ~~Fair Value Measurement and Disclosure Requirements in U~~incurred.S. ~~GAAP~~Advertising ~~and~~expenses ~~IFRSs. ASU~~for ~~2011-04 amends and clarifies~~ the ~~measurement~~nine ~~and~~months ~~disclosure~~ended ~~requirements~~May ~~of ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements~~31, ~~clarification~~2013 ~~of how to apply existing fair value measurement~~ and ~~disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information~~2012 ~~about fair value measurements. The new requirements~~ are ~~effective~~included ~~for~~in ~~fiscal~~administrative ~~years~~expenses ~~beginning~~in ~~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~~consolidated ~~results~~statements of operations~~, cash flows or financial position~~.

~~In June 2011, FASB issued ASU No. 2011-05,~~Fixed 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.Assets

~~The Company plans to adopt this amended~~Fixed ~~guidance~~assets onare ~~October~~stated ~~1, 2012 and~~ at ~~this~~cost. ~~time~~Depreciation ~~does~~is ~~not~~computed ~~anticipate~~using ~~that~~the itstraight-line ~~will~~method ~~have~~over athe ~~material~~estimated ~~impact~~useful onlives of the ~~Company’s~~assets; ~~results~~office ofand ~~operations,~~computer ~~cash~~equipment ~~flows~~– or5 ~~financial position~~years.

InWhen assets ~~September~~are ~~2011,~~retired ~~FASB~~or ~~issued~~otherwise ~~ASU~~disposed ~~2011-08~~of, ~~Testing~~ ~~Goodwill~~the ~~for~~costs ~~Impairment,~~and ~~which~~related ~~amended~~accumulated ~~goodwill~~depreciation ~~impairment~~are ~~guidance~~removed tofrom ~~provide~~the anaccounts, ~~option~~and ~~for~~any ~~entities to first assess~~resulting ~~qualitative~~gain ~~factors to determine whether the existence of events~~ or ~~circumstances~~loss ~~leads to a determination that it~~ is ~~more~~recognized ~~likely than~~in ~~not~~income ~~that~~for the ~~fair value of a reporting unit is less than its carrying amount~~period. ~~After~~The ~~assessing~~cost ~~the totality~~ of ~~events~~maintenance and ~~circumstances, if~~repairs ~~an entity determines that it~~ is ~~not~~charged ~~more~~to ~~likely~~income ~~than~~as ~~not~~incurred; ~~that the fair value of a reporting unit is less than its carrying amount,~~significant ~~performance~~renewals ofand ~~the~~betterments ~~two-step~~are ~~impairment test is no longer required~~capitalized. ~~This~~Deduction ~~guidance~~ is ~~effective~~made for ~~annual~~retirements ~~and~~resulting ~~interim~~from ~~goodwill~~renewals 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~~betterments.

13Impairment of Long-Lived Assets

~~BUILDABLOCK~~Long-lived assets, ~~CORP~~primarily fixed assets, 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 ~~(FORMERLY~~information ~~HIPSO~~or ~~MULTIMEDIA~~indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, ~~INC~~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, (Athe ~~DEVELOPMENT~~Company ~~STAGE~~recognizes ~~COMPANY)~~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.

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Income (~~UNAUDITED~~Loss) ~~FOR~~ ~~THE~~Per ~~NINE~~Share ~~MONTHS~~of ~~ENDED~~Common ~~AUGUST 31, 2012 AND 2011~~Stock

~~NOTE 2~~Basic –net ~~SUMMARY~~loss OFper ~~SIGNIFICANT~~common ~~ACCOUNTING~~share ~~POLICIES~~is computed using the weighted average number of common shares outstanding. Diluted earnings per share (~~CONTINUED~~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.

~~Recent Accounting Pronouncements (Continued)~~13

~~There were other updates recently issued,~~BUILDABLOCK most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flowsCORP.

~~NOTE~~(FORMERLY HIPSO 3MULTIMEDIA, ~~– FIXED ASSETS~~INC.)

~~Fixed assets 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
Computer and office equipment	5	$	32,941	$	31,966
Less: accumulated depreciation			32,941		31,966
Property and equipment, net		$	0	$	0

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~There was $0 and $4,997 charged to operations for depreciation~~FOR ~~expense~~THE ~~for~~THREE ~~the~~MONTHS ~~nine~~ENDED ~~months~~MAY ~~ended August~~ 31, ~~2012~~2013 ~~and~~AND ~~2011, respectively, which are reflected in discontinued operations.~~2012

NOTE 2 4 – ~~DEFERRED~~SUMMARY ~~COSTS~~OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Deferred~~Income (Loss) ~~costs~~Per asShare of ~~August~~Common ~~31,~~Stock ~~2012~~ (~~unaudited~~continued) ~~and November 30, 2011, reflected in assets held under discontinued operations were as follows:~~

		(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

The following is a reconciliation of the computation for basic and diluted EPS:

~~There was $0 and $71,100 charged to operations for amortization~~ SCHEDULE ~~expense~~OF ~~for~~COMPUTATION ~~the~~FOR ~~nine~~BASIC ~~months~~AND ~~ended~~DILUTED ~~August 31, 2012 and 2011, respectively, which are reflected in discontinued operations.~~EPS

	May 31,			May 31,
	2013			2012
Net income (loss)	$	(193,080	)	$	2,246,973

Weighted-average common shares Outstanding (Basic)		23,982,979			14,554,662

~~BUILDABLOCK CORP.~~Stock-Based ~~(FORMERLY HIPSO MULTIMEDIA, INC.) (A DEVELOPMENT STAGE COMPANY)~~Compensation

~~CONDENSED~~In 2006, ~~CONSOLIDATED~~the ~~FINANCIAL~~Company ~~STATEMENTS (UNAUDITED) FOR~~adopted ~~THE~~the ~~NINE~~provisions ~~MONTHS~~of ~~ENDED~~ASC ~~AUGUST~~718-10 31“Share Based Payments” for its year ended November 30, ~~2012~~2008. The ~~AND~~adoption ~~2011~~of this principle had no effect on the Company’s operations.

~~NOTE~~The Company 5has elected to use the modified–prospective ~~RELATED~~approach ~~PARTY~~method. ~~LOANS~~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.

InThe ~~April~~Company ~~2012,~~considers ~~the~~voluntary ~~related~~termination ~~party~~behavior ~~loans~~as ~~with~~well ~~the~~as ~~four~~trends ~~principal shareholders~~ of ~~the~~actual ~~Company~~option ~~were~~forfeitures ~~assumed~~when byestimating ~~Valtech, upon~~ the ~~sale~~forfeiture rate. ~~back~~The toCompany ~~Valtech~~measures ~~along~~compensation ~~with~~expense ~~the~~for ~~accrued~~its ~~interest~~non-employee onstock-based ~~those~~compensation ~~loans.~~under ~~Currently~~ASC ~~there~~505-50, is“ aAccounting $0for ~~balance~~Equity Instruments ~~due~~that ~~those~~are ~~shareholders.~~Issued ~~The~~to ~~amount outstanding~~Other ~~prior~~Than toEmployees ~~the~~for ~~sale~~Acquiring, ~~was~~or ~~$1,928,319.~~in ~~The~~Conjunction ~~loans~~with ~~did~~Selling, ~~bear~~Goods ~~interest~~or atServices an“. ~~annual~~The fair ~~rate~~value of ~~10%~~the ~~for~~option ~~individual~~issued ~~amounts~~is ~~exceeding $150,000~~used ~~(CDN$).~~to ~~Interest~~measure ~~expense for~~ the ~~nine~~transaction, ~~months~~as ~~ended~~this ~~August~~is ~~31,~~more ~~2012~~reliable ~~and~~than ~~2011~~the ~~were~~fair ~~$35,361~~value ~~and~~of ~~$97,401,~~the ~~respectively,~~services ~~and~~received. ~~are~~The ~~reflected~~fair invalue ~~operations~~is ~~from~~measured ~~discontinued~~at ~~operations.~~the ~~Accrued~~value ~~interest~~of onthe ~~these~~Company’s ~~loans~~common ~~prior~~stock toon the ~~sale~~date ~~was~~that ~~$329,395.~~the ~~The~~commitment ~~accrued interest~~for ~~along~~performance ~~with~~by the ~~notes~~counterparty has ~~were~~been ~~sold~~reached inor ~~April~~the ~~2012,~~counterparty’s ~~and~~performance ~~the~~is ~~balance~~complete. isThe $0fair asvalue of ~~August~~the ~~31,~~equity ~~2012~~instrument ~~(see~~is ~~Note~~charged ~~12)~~directly to expense and additional paid-in capital.

~~NOTE 6 – COMMITMENTS~~Segment Information

~~Office~~The Company ~~Space~~follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. 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 May 31, 2013, the Company operates in only one segment and in only one geographical location.

The Company 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.14

~~Service Agreement~~BUILDABLOCK CORP.

~~In July 2009, the Company’s subsidiary, 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 brochures, price lists, contact~~FORMERLY ~~information~~HIPSO ~~and other literature relating to Valtech Communications~~MULTIMEDIA, ~~Inc~~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 those for Valtech 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).

~~Financing~~(A DEVELOPMENT ~~Agreement~~STAGE COMPANY)

OnCONSOLIDATED ~~June~~FINANCIAL ~~15,~~STATEMENTS ~~2010, the Company entered into an Engagement Agreement with DME Securities LLC~~ (~~“DME”~~UNAUDITED) 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.

OnFOR ~~August~~THE ~~18,~~THREE ~~2010,~~MONTHS ~~the~~ENDED ~~Company~~MAY ~~executed an equity financing commitment of up to $5~~31,~~000,000~~ ~~from~~2013 ~~Dutchess~~AND 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 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.2012

~~On October 12, 2010, the Company entered~~NOTE into an agreement with Notre-Dame Capital Inc. to raise $15,000,000 through an equity and debt 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, 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~~SUMMARY ~~for~~OF ~~the~~SIGNIFICANT ~~first~~ACCOUNTING ~~two~~POLICIES ~~years from the date of issuance, and thereafter at a price per share of $2.40 until maturity.~~(CONTINUED)

15Uncertainty in Income Taxes

~~BUILDABLOCK~~The Company ~~CORP~~follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation ~~(FORMERLY~~requires ~~HIPSO~~recognition ~~MULTIMEDIA~~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, ~~INC~~2006.) Management has adopted ASC 740-10 for 2009, and they evaluate their (Atax ~~DEVELOPMENT~~positions ~~STAGE~~on ~~COMPANY)~~an annual basis, and has determined that as of May 31, 2013, no additional accrual for income taxes other than the federal and state provisions is considered necessary.

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Fair ~~(UNAUDITED) FOR~~Value ~~THE NINE MONTHS ENDED AUGUST 31, 2012 AND 2011~~Measurements

~~NOTE~~In September 62006, –the ~~COMMITMENTS~~FASB ~~(CONTINUED)~~issued ASC 820, Fair Value Measurements . ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. 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.

~~Financing~~In February ~~Agreement~~2007, the FASB issued ASC 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of ASC 320-10 , (~~Continued~~“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.

InRecent ~~connection~~Accounting with the financing, Notre-Dame Capital Inc. 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, Notre-Dame Capital Inc. and its affiliates would purchase 375,000 common shares of the Company from the directors of the Company. No money was raised under this proposed financing and the agreement was cancelled.Pronouncements

~~Investor~~In May ~~Relation/Public~~2011, ~~Relation~~FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure ~~Agreements~~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 measurements, clarification of 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.

~~The~~In ~~Company~~June ~~entered~~2011, ~~into~~FASB anissued ~~agreement~~ASU ~~with~~No. ~~Complete~~2011-05, ~~Advisory~~Presentation ~~Partners~~of onComprehensive ~~April~~Income 12, ~~2011~~which toamends ~~provide~~the ~~public~~disclosure ~~relation~~and ~~services~~presentation requirements of Comprehensive Income. ~~The~~Specifically, ~~agreement~~ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented iseither ~~for~~in 1) a ~~term~~single continuous statement of ~~one~~comprehensive ~~year~~income ~~but~~or ~~the~~2) ~~Company~~two ~~can~~separate ~~terminate~~but ~~the~~consecutive ~~services~~statements, ~~every~~in 90which ~~days.~~the Infirst statement ~~accordance~~presents ~~with~~total ~~the~~net ~~term~~income ofand ~~the~~its ~~agreement~~components, ~~the~~ ~~Company~~and ~~issued~~the ~~50,000~~second ~~shares~~statement ofpresents ~~common~~total ~~stock~~other ascomprehensive anincome ~~initial~~and ~~payment~~its components. These ~~The~~new ~~Agreement~~presentation ~~with~~requirements, ~~Complete~~as ~~Advisory~~currently ~~Partners~~set ~~was~~forth, ~~cancelled and~~are ~~the~~effective ~~company~~for ~~retained~~ the ~~50,000~~Company ~~shares~~beginning ofOctober ~~common~~1, ~~stock~~2012, ~~issued~~with toearly itadoption permitted.

The Company ~~entered~~plans ~~into~~to anadopt ~~Investor~~this ~~Relations~~amended ~~Agreement~~guidance ~~with~~on ~~CCG~~October ~~Investor Relations effective July~~ 1, 2012. ~~The~~and ~~Agreement~~at isthis ~~for~~time ~~a term~~does ofnot 1anticipate ~~year. Consideration for the services~~ that ~~CCG~~it ~~Investor Relations~~ will ~~provide~~have isa inmaterial impact on the ~~form~~Company’s results of 20operations,~~000~~ ~~options~~cash ~~per~~flows ~~month under~~or ~~the~~financial ~~2012 Plan (as defined in Note 8)~~position.

~~Distribution~~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 April 11, 2011, the Company signed a long-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 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).15

~~NOTE 7 – ACQUISITION -~~ BUILDABLOCK CORP.

~~On November 30, 2011, the Company, entered into an Asset Purchase Agreement~~ (~~the “Agreement”) with 3324109 Canada Inc., a Canadian corporation owned by Gary Oberman~~FORMERLY ~~(“GaryCo”)~~HIPSO ~~and 8040397 Canada Inc.~~MULTIMEDIA, ~~a Canadian corporation, owned by Bartek Bulzak (“BulzakCo”), collectively, the “Sellers”, providing for the acquisition by the Company of the Buildablock Assets~~INC. 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).

~~NOTE~~(A DEVELOPMENT 8STAGE ~~– STOCKHOLDERS’ DEFICIT~~COMPANY)

~~Common~~CONSOLIDATED FINANCIAL ~~Stock~~STATEMENTS (UNAUDITED)

AsFOR THE ofTHREE ~~August~~MONTHS ~~31,~~ENDED ~~2012,~~MAY ~~the Company has 100~~31,~~000,000~~ ~~shares~~2013 ofAND ~~common stock authorized with a par value of $.00001 per share.~~2012

~~The Company has 23,937,979 shares issued~~NOTE ~~and~~2 ~~outstanding~~– asSUMMARY ofOF ~~August~~SIGNIFICANT ~~31,~~ACCOUNTING ~~2012.~~POLICIES (CONTINUED)

~~During the quarter ended August 31, 2012,~~Recent ~~the~~Accounting ~~Company~~Pronouncements ~~issued no shares of common stock.~~(Continued)

16There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

~~BUILDABLOCK CORP.~~NOTE ~~(FORMERLY~~3 ~~HIPSO~~– ~~MULTIMEDIA,~~FIXED ~~INC.) (A DEVELOPMENT STAGE COMPANY)~~ASSETS

~~CONDENSED~~Fixed assets ~~CONSOLIDATED~~as ~~FINANCIAL~~of ~~STATEMENTS~~November 30, 2012 and 2011, are reflected in assets held under discontinued operations. There was $0 and $4,997 charged ~~(UNAUDITED) FOR~~to ~~THE~~operations ~~NINE~~for ~~MONTHS~~depreciation ~~ENDED~~expense ~~AUGUST~~for 31the years ended November 30, 2012 ~~AND~~and 2011, respectively, which are reflected in discontinued operations

NOTE 4 8 – ~~STOCKHOLDERS’ DEFICIT~~DEFERRED ~~(CONTINUED)~~COSTS

~~Common~~Deferred costs ~~Stock~~as ~~(Continued)~~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

~~During~~NOTE 5 ~~the~~– ~~quarter~~RELATED ~~ended~~PARTY ~~May 31, 2012, the Company issued:~~LOANS

~~The~~In April 2012, the related party loans with the four principal shareholders of the Company ~~issued~~were 8assumed by Valtech,~~755,484~~ ~~shares~~upon ofthe sale back to ~~stock~~Valtech ~~for~~along with the ~~acquisition~~accrued ofinterest ~~the~~on ~~Buildablock~~those ~~Assets~~loans. ~~valued~~Currently atthere is a $~~10,000;~~0 ~~480,000~~balance ~~shares~~due ofthose ~~common~~shareholders. ~~stock~~The amount outstanding prior to ~~settle~~the ~~accounts~~sale ~~payable of~~was $361,~~500~~928,319. ~~and~~The ~~for~~loans ~~services~~did bear interest at an annual rate of 10% for individual amounts exceeding $83150,~~500;~~000 (CDN$). Interest expense for the nine months ended August 31, 2012 and ~~issued~~2011 5were $35,~~947~~361 and $97,~~000~~401, ~~shares~~respectively, ofand ~~common~~are ~~stock~~reflected in aoperations from ~~private~~discontinued ~~placement~~operations. ~~which~~Accrued ~~included~~interest 5on these loans prior to the sale was $329,~~947,000~~395. The accrued interest along with the notes ~~warrants~~were atsold ain ~~value~~April of2012, and the balance is $10 as of May 31,~~486,750~~ 2013 (see Note 12).

~~On March 7, 2012, the Company reverse split~~NOTE ~~its~~6 ~~common~~– ~~stock on a 1:8 basis. All shares will be reflected post-split starting March 7, 2012.~~COMMITMENTS

~~During the quarter ended February 29, 2012,~~Office ~~the Company issued:~~Space

The Company ~~issued~~occupies ~~195~~approximately 2,~~750~~500 ~~shares~~square feet of ~~stock~~office space owned by a company that is owned by a shareholder of the Company. The ~~for~~occupancy ~~services~~is ~~rendered~~on ~~valued~~a atmonth-to-month ~~$75~~basis,~~460~~ atwithout ~~prices~~a ~~per~~lease ~~share~~and ~~ranging~~without ~~from~~payment $0of rent.24 toThe $0Company has occupied the space since February 1, 2008.48 ~~for~~Accordingly, a rent expense was recorded at the ~~quarter~~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.

~~During the quarter ended February 29, 2012,~~Service the 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.Agreement

~~During~~In July 2009, the ~~quarter~~Company’s ~~ended~~subsidiary, ~~November~~Valtech 30Communications, ~~2011~~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 brochures, price lists, contact information and other literature relating to Valtech Communications, Inc. services to the ~~Company~~tenants ~~issued:~~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 those for Valtech 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 November 30, 2011,~~Financing ~~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 June 15, 2010, the ~~quarter~~Company ~~ended~~entered ~~August~~into ~~31,~~an ~~2011~~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 ~~issued:~~and the Engagement Agreement terminated on May 31, 2011.

~~The~~On August 18, 2010, the Company ~~issued~~executed 50an equity financing commitment of up to $5,000,000 ~~shares~~from ofDutchess ~~stock~~Capital through its Dutchess Opportunity ~~for~~Fund, ~~cash~~L.P. The commitment had a 3 year term, and ~~liability~~the ~~for~~Company would sell its shares of common stock to beDutchess ~~issued~~Capital ~~($20,000~~up ofto ~~which~~the ~~$15,000~~total committed ~~was~~amount. ~~received~~The inCompany ~~the~~would ~~six~~determine, ~~months~~at ~~ended~~its ~~May~~sole 31discretion, ~~2011)~~the amount and timing of any sales of these shares. The purchase ~~12,500~~price of the shares would be set at 95% of the lowest daily VWAP of the common stock ~~for~~of ~~services~~the ~~rendered~~Company ($during the 5~~,000)~~ 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.

~~During~~On October 12, 2010, the ~~quarter~~Company ~~ended~~entered ~~August~~into ~~31,~~an ~~2011~~agreement with Notre-Dame Capital Inc. to raise $15, ~~the~~000,000 ~~Company~~through ~~occupied~~an ~~office~~equity ~~space~~and ~~owned~~debt financing byon a ~~principal~~best ~~shareholder~~effort basis. Debentures would be offered in tranches of $50,000 and ~~recorded~~would ~~$10~~bear interest at a rate of 8% per annum,~~215~~ payable quarterly in arrears, and maturing five years from the date of ~~rent~~issuance. ~~expense~~The asprincipal ~~contributed~~amount ~~capital~~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 ~~space~~first two years from the date of issuance, and thereafter at a price per share of $2.40 until maturity.

~~During the quarter ended May 31, 2011, the Company issued:~~16

~~The Company issued 366,250 shares of stock~~BUILDABLOCK ~~for cash and 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~~CORP.

~~During the quarter ended May 31, 2011,~~(FORMERLY ~~the~~HIPSO ~~Company occupied office space owned by a principal shareholder~~MULTIMEDIA, ~~and recorded $10,215 of rent expense as contributed capital for the space~~INC.)

~~During the quarter ended February 28, 2011,~~(A ~~the~~DEVELOPMENT ~~Company~~STAGE ~~issued:~~COMPANY)

~~The Company issued 38,125 shares of common~~CONSOLIDATED ~~stock~~FINANCIAL toSTATEMENTS ~~three of its shareholders to convert $122,000 of loans to them.~~(UNAUDITED)

~~The Company also cancelled 75,000 shares~~FOR ofTHE ~~stock~~THREE toMONTHS ~~consultants~~ENDED atMAY ~~$0.48~~31, ~~for~~2013 ~~services~~AND ~~to be rendered to the Company back in 2008 (see Note 6).~~2012

~~The Company also incurred a $50,000 liability for stock to be~~NOTE ~~issued~~6 ~~for~~– ~~subscriptions~~COMMITMENTS ~~of cash received in the three months ended February 28, 2011 for certificates not issued.~~(CONTINUED)

17Financing Agreement (Continued)

~~BUILDABLOCK~~In connection ~~CORP~~with the financing, Notre-Dame Capital Inc. would receive a cash fee equal to 8% of the gross proceeds raised under the offering ~~(FORMERLY~~plus ~~HIPSO~~4% ~~MULTIMEDIA~~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, ~~INC~~Notre-Dame Capital Inc.) and its affiliates would purchase 375,000 common shares of the Company from the directors of the Company. (ANo ~~DEVELOPMENT~~money ~~STAGE~~was ~~COMPANY)~~raised under this proposed financing and the agreement was cancelled.

~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Investor ~~(UNAUDITED) FOR~~Relation/Public ~~THE~~Relation ~~NINE MONTHS ENDED AUGUST 31, 2012 AND 2011~~Agreements

~~NOTE~~The Company 8entered –into ~~STOCKHOLDERS’~~an ~~DEFICIT (CONTINUED)~~agreement with 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.

~~Common~~The Company ~~Stock~~entered into 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 (~~Continued~~as defined in Note 8).

~~During the quarter ended February 28,~~Distribution ~~2011, the Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.~~Agreement

~~Stock~~On April ~~Options~~11, 2011, the Company signed a long-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 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).

~~The~~NOTE 7 ~~Company~~– ~~accounts~~ACQUISITION ~~for stock~~-~~based~~ compensation using the fair value 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.BUILDABLOCK

On November ~~July 6~~30, ~~2012~~2011, the ~~Board of Directors of the~~ Company, ~~adopted~~entered ~~the~~into ~~2012~~an ~~Equity~~Asset ~~Incentive~~Purchase ~~Plan~~Agreement (the “~~2012 Plan~~Agreement”) with 3324109 Canada Inc., ~~The~~a ~~2012~~Canadian corporation ~~Plan~~owned ~~provides~~by ~~for~~Gary ~~the~~Oberman ~~grant~~(“GaryCo”) ofand ~~stock options~~8040397 Canada Inc., ~~stock~~a ~~appreciation~~Canadian ~~rights~~corporation, ~~restricted~~owned ~~stock~~by ~~awards,~~Bartek ~~restricted~~Bulzak ~~stock~~(“BulzakCo”), collectively, ~~units~~the “Sellers”, ~~performance~~providing ~~shares~~for ~~and~~the ~~performance~~acquisition ~~share~~by the Company of the Buildablock Assets. The Sellers have conducted ~~units~~no toother ~~employees,~~business ~~consultants~~other ~~and~~than ~~non-employee~~the ~~directors~~development of this platform. The intellectual property was funded 100% by the ~~Company~~respective ~~and~~owners ~~its~~of the ~~subsidiaries~~Sellers personally. The ~~Company~~Agreement ~~has~~provides ~~reserved~~for 2the issuance of 4,~~000~~377,~~000~~742 shares of the Company’s common stock to each of GaryCo and BulzakCo, for an aggregate of ~~its~~8,755,484 shares, ~~for~~representing ~~issuance~~50% ~~under~~of the ~~2012~~Company’s ~~Plan.~~outstanding ~~During~~shares ~~the~~after ~~quarter~~giving ~~ended~~effect ~~August~~to a 31one-for-eight reverse stock split. On March 7, 2012, the Company ~~issued~~completed ~~440,000~~the ~~options~~acquisition ~~under~~ of the ~~2012~~Buildablock ~~Plan~~Assets and the common shares were issued at that time (see Note 12).

~~The estimated fair value of stock options~~NOTE ~~and~~8 ~~warrants~~– onSTOCKHOLDERS’ the grant date is amortized on a straight line basis over the requisite service period. During the nine months ended August 31, 2012 and 2011, stock based compensation was $33,516 and $0, respectively.DEFICIT

~~In February 2010, the Company entered~~Common into a few option agreements for the issuance of options relating to various consulting agreements. The Company is obligated to issue to consultants in one agreement 33,750 options that vest evenly over a 3-month period of time at a $0.48 exercise price. The Company who is receiving the options has agreed to reduce their invoices by the cash required to exercise the options. These options expired in February 2011.Stock

InAs of ~~another~~November ~~agreement~~30, ~~entered into in February 2010~~2012, the Company ishas ~~obligated to issue 75~~100,000,000 ~~options~~shares ~~evenly~~of ~~over~~common astock ~~6-month~~authorized ~~period~~with ~~of time at~~ a ~~$0.48~~par ~~exercise price. The Company expensed the fair~~ value of ~~these options (~~$~~36,000) as of August 31, 2010 to this consultant~~.00001 ~~These~~per ~~options also expired February 2011~~share.

~~On August 25, 2008 and October 30, 2008,~~The ~~the~~ Company ~~issued~~has ~~a total of 75~~23,~~000 stock options to two consultants. Of these options~~937,979 ~~62,500~~shares ~~vested~~issued ~~upon issuance~~ and ~~the~~outstanding ~~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~~November ~~underlying shares was $1.44 and $1.12~~30, ~~respectively~~2012.

~~The fair value of these options were determined~~During ~~to be~~ the ~~intrinsic~~year ~~value~~ended atNovember ~~the date of issuance, or $32,500 ($0.13 per share) and $22,500 ($0.09 per share) on August 25, 2008 and October~~ 30, ~~2008~~2012, ~~respectively. Additionally,~~ the Company ~~did~~issued ~~not~~no ~~receive~~shares ~~the total required option payments~~ of ~~$25,000~~common ~~(500,000 options at $0~~stock.~~05).~~

The Company has expensed the entire amount 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 May 2012.17

18BUILDABLOCK 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 FINANCIAL 8STATEMENTS ~~– STOCKHOLDERS’ DEFICIT~~ (~~CONTINUED~~UNAUDITED)

~~Stock~~FOR THE ~~Options~~THREE ~~(Continued)~~MONTHS ENDED MAY 31, 2013 AND 2012

~~The following is a summary of the outstanding~~NOTE ~~stock~~8 ~~options~~– ~~for~~STOCKHOLDERS’ ~~the~~DEFICIT ~~nine months ended August 31, 2012 and 2011:~~(CONTINUED)

	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

Common Stock (Continued)

	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

During the year ended November 30, 2012, the Company issued:

~~Warrants~~The Company issued 8,755,484 shares of stock for 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.

The Company ~~entered~~issued ~~into private placement agreements with various individuals through November 30~~195,750 ~~2010 for the issuance of 339,282~~ shares of ~~common~~ stock ~~along~~for ~~with~~services ~~339,282~~rendered ~~warrants.~~valued ~~The~~at ~~Company received the proceeds of~~ $~~314~~75,~~282~~460 ~~for~~at ~~these~~prices ~~units.~~per ~~The~~share ~~warrants expire~~ranging ~~3 years~~ from ~~issuance, at an exercise price of~~ $10.6024 ~~per~~to ~~share. The warrants were valued using the Black-Scholes method and were recorded as additional paid in capital – warrants of~~ $~~145,512~~0.48 ~~The criteria established~~ for the ~~valuation of these~~ ~~warrants were as follows: risk free interest rate – 1~~quarter.~~25%; dividend yield – 0%; volatility – 185%. The warrants were issued in November 2010.~~

The Company ~~entered~~occupied ~~into~~office ~~private~~space ~~placement agreements~~owned ~~with~~by ~~various~~a ~~individuals~~principal ~~for~~shareholder, ~~the~~and ~~issuance~~recorded ~~of 5~~$10,~~947,000~~215 ~~shares~~ of ~~common~~rent ~~stock~~expense ~~along~~as ~~with~~contributed ~~5,947,000~~capital ~~warrants.~~for ~~The Company received~~ the ~~proceeds of $1,486,750 for these units~~space. There ~~The~~was ~~warrants expire August 31, 2013 and have~~ an ~~exercise~~adjustment ~~price~~made offor ~~$0.50~~back ~~per share.~~rent ~~The~~in ~~warrants were valued using~~ the ~~Black-Scholes~~amount ~~method and were recorded as additional paid in capital – warrants~~ of $~~896~~20,~~510.~~430 ~~The criteria established for the valuation of these warrants were~~ as ~~follows: risk free interest rate – 0~~well.~~75%; dividend yield – 0%; volatility – 235%. The warrants were issued in May 2012.~~

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

The Company occupied office space owned by a principal shareholder, and recorded $ 10,215 of rent expense as contributed capital for the space.

19The 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 9Company –occupied ~~PROVISION~~office ~~FOR~~space ~~INCOME~~owned ~~TAXES~~by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.

~~Deferred income taxes are determined using~~The ~~the~~Company ~~liability~~issued ~~method~~38,125 ~~for~~shares ~~the temporary differences between the financial reporting basis and income tax basis~~ of ~~the~~common ~~Company’s assets~~stock ~~and liabilities. Deferred income taxes are measured based on the tax rates expected~~ to bethree inof ~~effect~~its ~~when~~shareholders ~~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~~con ~~between~~vert ~~financial~~$122,000 ~~statement carrying amounts~~ of ~~assets~~loans ~~and~~to ~~liabilities and their respective tax bases~~them.

AtThe Company ~~August~~also ~~31,~~cancelled ~~2012~~75,000 ~~deferred~~shares ~~tax~~of ~~assets consist~~stock ofto consultants at $0.48 for services to be rendered to the ~~following:~~Company back in 2008 (see Note 6).

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

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.

At August 31, 2012, the Company had a net operating loss carryforward in the approximate amount of $5,191,960, available to offset future taxable income through 2032. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. 18

~~A reconciliation of the Company’s~~BUILDABLOCK ~~effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended August 31, 2012 and 2011 is summarized as follows:~~CORP.

	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	%

(FORMERLY HIPSO MULTIMEDIA, INC.)

~~NOTE 10 – FAIR~~(A ~~VALUE~~DEVELOPMENT ~~MEASUREMENTS~~STAGE COMPANY)

OnCONSOLIDATED ~~January~~FINANCIAL 1,STATEMENTS 2008, the Company adopted ASC 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:(UNAUDITED)

~~Level~~FOR 1THE ~~inputs:~~THREE ~~Quoted~~MONTHS ~~prices~~ENDED ~~for~~MAY ~~identical~~31, ~~instruments~~2013 inAND ~~active markets.~~2012

~~Level~~NOTE 28 ~~inputs:~~– ~~Quoted~~STOCKHOLDERS’ ~~prices~~DEFICIT 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.(CONTINUED)

~~Level~~Common 3Stock ~~inputs: Instruments with primarily unobservable value drivers.~~(Continued)

~~NOTE~~During 11the –quarter ~~CONCENTRATION~~ended OFFebruary ~~CREDIT~~28, ~~RISK~~2011, the Company occupied office space owned by a principal shareholder, and recorded $10,215 of rent expense as contributed capital for the space.

OnStock August 31, 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. Options

20The Company accounts for stock-based compensation using the fair value 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.

~~BUILDABLOCK~~On July ~~CORP~~6, 2012, the Board of Directors of the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan ~~(FORMERLY~~provides ~~HIPSO~~for ~~MULTIMEDIA~~the grant of stock options, ~~INC~~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 (Areserved ~~DEVELOPMENT~~2,000,000 ~~STAGE~~of ~~COMPANY)~~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.

~~CONDENSED~~The estimated ~~CONSOLIDATED~~fair ~~FINANCIAL~~value ~~STATEMENTS~~of stock options and warrants on the grant date is amortized on a straight line basis over the requisite service ~~(UNAUDITED) FOR~~period. ~~THE~~During ~~NINE~~the ~~MONTHS~~nine ~~ENDED~~months ~~AUGUST~~ended August 31, 2012 ~~AND~~and 2011, stock based compensation was $33,516 and $0, respectively.

~~NOTE~~In 12February –2010, ~~SALE~~the OFCompany entered into a few option agreements for the issuance of options relating to various consulting agreements. ~~VALTECH/DISPOSITION~~The OFCompany ~~SUBSIDIARY~~is obligated to issue to consultants in one agreement 33,750 options that vest evenly over a 3-month period of time at a $0.48 exercise price. The Company who is receiving the options has agreed to reduce their invoices by the cash required to exercise the options. These options expired in February 2011.

~~Effective March 7, 2012, the Company completed~~In ~~the~~another ~~acquisition~~agreement ofentered ~~the~~into ~~Buildablock~~in ~~Assets.~~February ~~In connection with the completion of the acquisition~~2010, the Company ~~effected~~is aobligated ~~reverse stock~~to ~~split~~issue ~~of the Company’s outstanding shares of common stock~~75,000 ~~par~~options ~~value~~evenly ~~$0.00001,~~over on a ~~one~~6-~~for-eight~~month ~~(1:8)~~period ~~basis~~of ~~(which~~time ~~occurred~~at ona ~~March~~$0.48 7,exercise ~~2012)~~price. ~~and~~The ~~issued an aggregate of 8,755,484 shares of common stock effective March 7, 2012, representing 50% of the~~ Company’s ~~outstanding~~expensed ~~shares after giving effect to~~ the ~~one-for-eight~~fair ~~reverse~~value ~~stock split and issuance~~ of ~~the~~these ~~shares. The~~options ~~Buildablock Assets were valued at~~ ($1036,000.) ~~Upon~~as ~~the closing~~ of ~~the~~August ~~transaction~~31, ~~Messrs.~~2010 ~~Gary Oberman and Bartek Bulzak were elected~~ to ~~the~~this ~~Company’s Board of Directors, Mr~~consultant. ~~Oberman was appointed President and Chief Executive Officer and Mr. Bulzak~~These ~~was~~options ~~appointed~~also ~~Chief~~expired ~~Technology~~February ~~Officer~~2011. 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.

InOn August ~~addition~~25, on2008 ~~April~~and 13October 30, ~~2012~~2008, the ~~Board of~~Company ~~Directors~~issued ~~approved~~a ~~the~~total ~~sale~~ of ~~Valtech~~75,000 ~~back~~stock options to ~~some~~two orconsultants. ~~all~~Of ofthese options, 62,500 vested upon issuance and the ~~original~~remaining ~~shareholders~~options ofvest ~~Valtech~~March ~~for~~4, 2009. These options have a three-year life and are exercisable at $10.0040. These ~~This~~options ~~sale~~were ~~occurred on~~issued ~~April~~in 30the money as the market value of the underlying shares was $1.44 and $1.12, ~~2012~~respectively.

AsThe fair avalue ~~result~~of these options were determined to be the intrinsic value at the date of ~~this~~issuance, ~~sale~~or $32,500 ~~the~~($0.13 ~~Company~~per share) and $22,500 ($0.09 per share) on ~~April~~August 1325, ~~2012,~~2008 ~~became~~and aOctober ~~development~~30, ~~stage~~2008, ~~company~~respectively. Additionally, asthe itCompany ~~continues~~did not receive the ~~development~~total ofrequired option ~~its~~payments ~~social~~of ~~networking~~$25,000 ~~platform~~(500,000 ~~under the~~options ~~“Buildablock”~~at ~~name~~$0.05).

AsThe Company ahas ~~result~~expensed ~~of this transaction,~~ the ~~Company’s financial~~entire ~~statements~~amount ~~have~~due ~~been~~to ~~prepared with~~ the ~~results~~uncertainty of ~~operations~~the ~~and~~collectability ~~cash flows~~ of this ~~disposed entity shown as discontinued operations~~amount. ~~All~~ ~~historical~~Of ~~statements~~the ~~have~~75,000 ~~been~~options, ~~restated~~there ~~in accordance with GAAP. Summarized financial information~~were ~~for~~6,250 ~~discontinued~~options ~~operations~~that ~~for~~remained ~~the periods ended August 31~~unexercised, ~~2012~~however ~~and~~expired ~~2011~~in ~~are~~May ~~as follows:~~2012.

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~~MAY ~~Communications Inc. (“Valtech”) in a reverse merger transaction~~31, ~~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~~8 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 BuildablockSTOCKHOLDERS’~~s social~~ ~~networking~~DEFICIT 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~~CONTINUED) 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.

~~In addition, on April~~Stock ~~13,~~Options ~~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.~~(Continued)

~~As a result, the Company principally will focus on the development of its social networking platform under the “Buildablock” name.~~Warrants

~~There~~The Company ~~are~~entered ainto ~~number~~private placement agreements with various individuals through November 30, 2010 for the issuance of 339,282 shares of ~~technological~~common ~~and~~stock ~~commercial~~along ~~objectives~~with ~~that~~339,282 wewarrants. ~~must~~The ~~meet~~Company inreceived ~~order~~the toproceeds ~~achieve~~of ~~commercial~~$314,282 ~~feasibility~~for these units. The warrants expire 3 years from issuance, at an exercise price of ~~the~~$1.60 ~~Buildablock~~per ~~platform~~share. The warrants were valued using the Black-Scholes method and were recorded as ~~These~~additional ~~include~~paid in capital – warrants of $145,512. ~~without~~The ~~limitation~~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 ~~establishing~~entered ~~technical~~into ~~feasibility~~private placement agreements with 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 ~~completing~~have an ~~development~~exercise price of ~~our~~$0.50 ~~Internet~~per ~~service~~share. ~~platform~~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.

·NOTE 9 ~~establishing~~– ~~critical~~PROVISION ~~strategic~~FOR ~~partnerships~~INCOME ~~to promote the use of our platform;~~TAXES

·Deferred income ~~successfully~~taxes ~~marketing~~are ~~our~~determined ~~platform;~~using 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.

·NOTE 10 ~~establishing~~– ~~rapid~~FAIR ~~visibility~~VALUE ~~and adoption by our consumer base and acceptance by merchants;~~MEASUREMENTS

·On January ~~demonstrating~~1, ~~added~~2008, the Company adopted ASC 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and ~~reward~~expands ~~that~~fair ~~will~~value ~~ultimately~~financial ~~change~~statement ~~the~~disclosure ~~behavior~~requirements. ofASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our ~~user~~market ~~base;~~assumptions. ASC 820 classifies these inputs into the following hierarchy:

·Level 1 ~~responding~~inputs: toQuoted ~~competitive~~prices ~~developments;~~for ~~and~~identical instruments in active markets.

·Level 2 ~~attracting,~~inputs: ~~retaining~~Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and ~~motivating~~model-derived ~~qualified~~valuations ~~personnel~~whose inputs are observable or whose significant value drivers are observable.

~~In the Company’s~~Level ~~third~~3 ~~quarter~~inputs: ~~ended~~Instruments ~~August~~with ~~31,~~primarily ~~2012,~~unobservable ~~the~~value ~~Company undertook various initiatives to realize the commercial feasibility of the Buildablock platform, including:~~drivers.

·NOTE 11 ~~appointing~~– ~~Mr.~~CONCENTRATION ~~Jonathan~~OF ~~Wener~~CREDIT ~~and Mr. Sheldon Leibner, two well-known business leaders, as members of its Advisory Board;~~RISK

22On August 31, 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.

·NOTE 12 ~~commencing~~– ~~its~~SALE ~~marketing~~OF ~~plan~~VALTECH/DISPOSITION ~~targeting~~OF ~~the Montreal area to introduce both shoppers and retailers to the Company’s consumer-driven, volume purchasing e-commerce model; and~~SUBSIDIARY

·Effective March ~~launching~~7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, the Company effected a ~~test~~reverse ~~version~~stock split of ~~its~~the ~~consumer~~Company’s ~~purchasing~~outstanding ~~website~~shares of common stock, par value $0.00001, on ~~September~~a 21one-for- eight (1:8) basis (which occurred on March 7, 2012) ~~that~~and ~~integrates~~issued ~~all~~an aggregate of 8,755,484 shares of common stock effective March 7, 2012, representing 50% of the ~~platform~~Company’s ~~processes~~outstanding shares after giving effect to the one-for-eight reverse stock split and ~~will~~issuance of ~~provide~~the ~~key~~shares. ~~technical~~The Buildablock Assets were valued at $10,000. Upon the closing of the transaction, Messrs. Gary Oberman and ~~user~~Bartek ~~feedback~~Bulzak were elected to the Company’s ~~for~~Board ~~final~~of ~~system~~Directors, ~~readiness~~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.

~~We expect our losses~~In ~~and~~addition ~~negative~~on ~~cash~~April ~~flow~~13, to2012, ~~continue for~~ the ~~foreseeable~~Board ~~future~~of asDirectors aapproved ~~result of~~ the ~~development~~sale ~~expenses we will incur. Because~~ of ~~the~~ ~~numerous~~Valtech ~~risks~~back ~~and uncertainties associated with our development and commercialization efforts, we are unable~~ to ~~predict~~some ~~the extent of our future losses~~ or ~~when~~all orof ifthe weoriginal ~~will~~shareholders ~~become~~of ~~profitable and it is possible we will never become profitable. To date,~~Valtech wefor ~~have not generated any revenues from our Buildablock platform~~$1.00. WeThis ~~may~~sale ~~never~~occurred ~~achieve~~on ~~market~~April ~~acceptance~~30, ~~or more than nominal or modest revenues from our Buildablock platform~~2012.

~~In its report accompanying~~As 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 doubt as to our ability to continue as a ~~going~~result ~~concern. A “going concern” opinion could impair our ability to finance our operations through the sale~~ of ~~debt~~this ~~or equity securities. Our ability to continue as a going concern will depend~~sale, inthe ~~large~~Company ~~part,~~ on ~~our~~April ~~ability to generate positive cash flow from operations and obtain additional financing~~13, ~~neither of which is certain. If we are unable to achieve these goals~~2012, ~~our~~became ~~business~~a ~~would~~development bestage ~~jeopardized and we may not be able to continue operations and may have to liquidate our assets~~company, ~~and~~as it iscontinues ~~likely~~the ~~that~~development ~~investors~~of ~~will~~its ~~lose~~social networking ~~all~~platform orunder athe ~~part~~“Buildablock” ~~of their investment~~name.

~~The~~As a ~~Company~~result ~~sold~~of ~~Valtech on~~this ~~April 30~~transaction, ~~2012~~the ~~and~~Company’s isfinancial ~~now~~statements ~~accounting~~have ~~for~~been ~~the~~prepared ~~historical~~with ~~revenues~~the ~~and~~results ~~costs~~of operations and ~~expenses~~cash flows of ~~Valtech~~this ~~net~~disposed asentity ~~gain~~shown oras ~~(loss) from~~ discontinued operations. All historical statements have been restated in accordance with GAAP.

~~Results of Operations for the Three Months Ended August 31, 2012 and August 31, 2011~~20

~~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:~~21

~~Revenues:~~● ~~The Company~~commencing isits ~~operating~~marketing asplan atargeting ~~development~~the ~~stage~~Montreal ~~company~~area ~~and~~to ~~did~~introduce ~~not~~both ~~record~~shoppers ~~any~~and ~~revenues~~retailers ~~for~~to the ~~nine~~Company’s ~~months ended August 31~~consumer-driven, ~~2012 and~~volume ~~August~~purchasing ~~31,~~e-commerce ~~2011.~~model; and

~~Cost~~● oflaunching ~~Sales: The~~a ~~Company~~test ~~did~~version ~~not~~of ~~record~~its ~~and~~consumer ~~revenues~~purchasing ~~and~~website ~~therefore~~on ~~did~~September ~~not~~21, ~~incur~~2012 ~~cost~~that ofintegrates ~~sales~~all ~~for~~of the ~~nine~~platform’s ~~months~~processes ~~ended~~and ~~August~~will ~~31,~~provide ~~2012~~key technical and ~~August~~ ~~31,~~user ~~2011~~feedback to the Company for final system readiness.

~~Depreciation~~We expect our losses and ~~Amortization:~~ ~~The~~negative ~~Company~~cash ~~did~~flow ~~not~~to ~~incur~~continue ~~any~~for ~~depreciation~~the orforeseeable ~~amortization~~future ~~expense~~as ~~for~~a result of the ~~nine~~development ~~months~~expenses ~~ended~~we ~~August~~will 31incur. Because of the numerous risks and uncertainties associated with our development and commercialization efforts, ~~2012~~we are unable to predict the extent of our future losses or when or if we will become profitable and ~~August~~it 31is 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.

~~Research and Development:~~In ~~The~~its ~~Company~~report ~~incurred~~accompanying ~~research~~our ~~and~~audited ~~development~~consolidated ~~costs~~financial ofstatements ~~$257,568~~ for the ~~nine~~year ~~months~~ ended ~~August~~November 3130, ~~2012~~2011, our independent registered public accounting firm included an explanatory paragraph stating that our sustained operating losses and ~~did~~capital ~~not~~deficits ~~incur~~raise ~~any~~substantial ~~such~~doubt ~~costs~~as ~~for~~to ~~the~~our ~~nine~~ability ~~months~~to ~~ended~~continue ~~August~~as ~~31,~~a ~~2011~~going concern. ~~The~~A ~~increase~~“going isconcern” ~~due~~opinion could impair our ability to finance our operations through the ~~acquisition~~sale of ~~the~~debt ~~Buildablock~~or ~~Assets~~equity securities. Our ability to continue as a going concern will depend, in large part, on ~~March~~our 7,ability ~~2012~~to generate positive cash flow from operations and ~~the~~obtain ~~development~~additional financing, neither of ~~the~~which ~~Buildablock~~is ~~platform~~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.

~~General and Administrative~~The ~~Expenses:~~Company ~~General~~sold ~~and~~Valtech ~~administrative~~on ~~expenses~~April ~~for the nine month period ended August 31~~30, 2012 ~~was~~and ~~$737,606~~is ~~compared~~now toaccounting ~~$166,655~~ for the ~~nine~~historical ~~months~~revenues ~~ended~~and ~~August~~costs ~~31, 2011. The increase in the Company’s general~~ and ~~administrative~~ expenses isof ~~largely due~~Valtech tonet ~~increased~~as ~~costs~~gain or ~~associated~~(loss) ~~with~~from ~~the~~discontinued ~~development of the Buildablock business~~operations.

~~Interest~~Effective March ~~Expense:~~7, 2012, the Company completed the acquisition of the Buildablock Assets. In connection with the completion of the acquisition, ~~The~~the Company ~~did~~effected ~~not~~a ~~incur~~reverse ~~any~~stock ~~interest~~split ~~expense~~of the Company’s outstanding shares of common stock, par value $0.00001, on a one-for- eight ~~the~~(1:8) ~~nine~~basis ~~months~~(which ~~ended~~occurred ~~August~~on 31March 7, 2012) and ~~August~~issued 31an aggregate of 8,755,484 ~~2011~~shares of common stock effective March 7, as2012, representing 50% of the Company’s ~~did not~~then-outstanding ~~have~~shares, ~~any~~after ~~debt~~giving ~~relating~~effect to ~~continuing~~the ~~operations~~one-for-eight reverse stock split and issuance of the shares.

~~Discontinued~~Upon ~~Operations:~~the closing of the transaction, 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.

~~Gain (loss) on~~Results ~~disposal~~ of ~~subsidiary: The~~Operations ~~Company~~for ~~sold~~the ~~Valtech~~Three ~~for $1~~Months onEnded ~~April~~May 3031, ~~2012~~2013 and ~~recorded~~May ~~a gain of $2~~31,~~648,735~~ ~~mostly due to the forgiveness of Valtech related debt.~~2012

~~Gain (loss) from~~Continuing ~~discontinued operations~~Operations: The Company recorded a loss of $46,110 for the nine months ended August 31, 2012 versus a loss of $538,069 for the nine months ended August 31, 2011. The improvement is due to the sale of the Valtech business on April 30, 2012.

~~Liquidity~~Revenues : The Company is operating as a development stage company and ~~Capital~~did ~~Resources~~not record any revenues for the three months ended May 31, 2013 and May 31, 2012.

~~As of August 31, 2012,~~Cost ~~we had total cash resources~~ of ~~$777,692.~~Sales ~~During~~: ~~the~~The ~~nine~~Company ~~months~~did ~~ended~~not ~~August~~record ~~31,~~any ~~2012,~~revenues ~~net~~and ~~cash~~therefore ~~used~~did innot ~~operating~~incur ~~activities~~cost ~~was $672,141;~~of ~~during~~sales for the ~~nine~~three months ended ~~August~~May 31, ~~2011, net cash used in operating activities was $57,955. The cash used for the~~2013 ~~nine~~and ~~months~~May ~~ending August~~ 31, 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~~Depreciation ~~the~~and ~~nine~~Amortization ~~month~~: ~~period~~The ~~ended~~Company ~~August~~did ~~31,~~not ~~2012,~~incur weany ~~raised~~depreciation ~~$1,486,750~~or ~~from~~amortization ~~the~~expense ~~issuance~~for ~~of common stock and warrants issued to fund~~ the ~~development~~three ofmonths ~~the Buildablock business; during the nine month period~~ ended ~~August~~May 31, ~~2011,~~2013 ~~net cash~~and ~~provided~~May ~~by financing activities was $50~~31,~~000 which represented~~ ~~proceeds from shareholder loans~~2012.

~~Current~~Research and Development : The Company incurred research and ~~Future~~development ~~Financing~~costs ~~Needs~~of $54,300 for the three months ended May 31, 2013 and $92,800 for the three months ended May 31, 2012. The increase is due to the acquisition of the Buildablock Assets on March 7, 2012 and the development of the Buildablock platform.

~~We have incurred an~~General ~~accumulated~~and ~~deficit~~Administrative ofExpenses ~~$2,543,225,~~: ~~including~~General ~~the~~and ~~deficit~~administrative ~~accumulated~~expenses ~~during~~for the ~~development~~three-month ~~phase~~period ofended ~~Buildablock~~May ~~and accumulated other comprehensive losses~~31, ~~through~~2013 ~~August~~was 31$138,780 ~~2012. We incurred negative cash flow from operations from our previously owned~~compared ~~Telecommunication Services business and will continue~~ to ~~incur~~$310,094 ~~negative~~for ~~cash flow from operations in~~ the ~~Buildablock~~three ~~business until~~months ~~that~~ended ~~business~~May ~~becomes~~31, ~~fully operational~~2012. WeThe ~~expect~~decrease ~~to spend substantial amounts~~ in ~~connection with implementing our new business strategy relating to~~ the ~~Buildablock~~Company’s ~~Assets.~~general ~~Our continued operations will depend upon whether we are able to raise additional funds through third parties, such as equity~~ and ~~debt~~administrative ~~financing.~~expenses ~~However,~~in ~~there can be no assurance that such additional funds~~2012 ~~will~~was bemainly ~~available~~due ~~on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient~~ to ~~adequately~~decreased ~~fund~~costs ~~our~~associated ~~business~~with ~~plan.~~the Ifdevelopment weof ~~are~~the ~~not~~Buildablock ~~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~~

24Interest Expense : The Company did not incur any interest expense for the three months ended February 28, 2013 and incurred (35,361) February 28, 2012.

~~harmed. If we raise funds by selling additional~~Discontinued ~~shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted.~~Operations:

~~Off-Balance~~Gain (loss) ~~Sheet~~from ~~Arrangements~~discontinued operations: The Company recorded neither a gain or loss from discontinued operations for the three months ended May 31 , 2013, and for the three months ended May 31, 2012.

~~As of August 31, 2012, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.~~22

~~Contractual~~Results of ~~Obligations~~Operations for the Six Months Ended May 31, 2013 and ~~Commitments~~May 31, 2012

~~The Company has no~~Continuing ~~material~~Operations ~~contractual obligations or commitments.~~:

~~Item~~Revenues : 3.The ~~Quantitative~~Company is operating as a development stage company and ~~Qualitative~~did ~~Disclosures~~not ~~About~~record ~~Market~~any ~~Risk~~revenues for the six months ended May 31, 2013 and May 31, 2012.

~~There have been no~~Cost ~~material~~of ~~changes~~Sales to: ~~our~~The ~~exposures~~Company todid ~~market~~not ~~risks~~record ~~since~~and ~~November~~revenues ~~30,~~and ~~2011.~~therefore ~~Please~~did ~~refer~~not toincur ~~the~~cost ~~2011~~of ~~Annual~~sales ~~Report on Form 10-K~~ for the ~~fiscal~~six ~~year~~months ended ~~November~~May 3031, ~~2011~~2013 and ~~for~~May a31, ~~discussion of our exposures to market risks~~2012.

~~Item~~Depreciation and 4.Amortization ~~Controls~~: The Company did not incur any depreciation or amortization expense for the six months ended May 31, 2013 and ~~Procedures~~May 31, 2012.

~~Our senior management~~Research ~~is responsible for establishing~~ and ~~maintaining~~Development a: ~~system~~The ofCompany ~~disclosure~~incurred ~~controls~~$130,000 ~~and procedures (as defined~~ in ~~Rule 13a-15(e)~~ research and ~~Rule 15d-15(e)~~development ~~promulgated~~costs ~~under~~for the ~~Exchange~~six ~~Act)~~months ~~designed~~ended toMay ~~ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded~~31, ~~processed,~~2013 ~~summarized~~ and ~~reported~~$92, ~~within the time~~800 ~~periods~~for ~~specified in~~ the ~~SEC’s~~six ~~rules~~months ~~and~~ended ~~forms.~~May ~~Disclosure controls and procedures include~~31, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange 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 disclosure2012.

~~In accordance with~~General ~~Exchange Act Rules 13a-15~~ and ~~15d-15,~~Administrative weExpenses ~~carried~~: ~~out~~General ~~an evaluation, with the participation of our Chief Executive Officer~~ and ~~Interim~~administrative ~~Chief~~expenses ~~Financial~~for ~~Officer, as well as other key members of our management, of~~ the ~~effectiveness~~six ofmonth ~~our disclosure controls and procedures as of the end of the~~ period ~~covered~~ended byMay ~~this~~31, ~~report.~~2013 ~~Based~~was ~~on that evaluation~~$338,976 ~~our Chief Executive Officer and Interim~~compared ~~Chief~~to ~~Financial Officer concluded that our disclosure controls and procedures were effective~~$452,715 asfor of the ~~end~~six ofmonths ~~the~~ended ~~period~~May ~~covered by this report~~31, to2012. ~~ensure~~The ~~that~~decrease ~~information required to be disclosed~~ in ~~our reports filed or submitted under~~ the ~~Exchange~~Company’s ~~Act~~general ~~is (i) accumulated~~ and ~~communicated~~administrative toexpenses ~~management,~~is ~~including the Chief Executive Officer and Interim Chief Financial Officer,~~largely asdue ~~appropriate,~~ to ~~allow~~decreased ~~timely~~costs ~~decisions~~associated ~~regarding~~with ~~required disclosure and (ii) recorded, processed, summarized and reported within~~ the ~~time~~development ~~periods~~of ~~specified in~~ the ~~SEC’s~~Buildablock ~~rules and forms~~business.

~~No change occurred~~Interest inExpense ~~our~~: ~~internal~~The ~~controls~~Company ~~over~~did ~~financial~~not ~~reporting~~incur ~~(as~~any ~~defined~~interest inexpense ~~Rule 13a-15(f)~~for ~~and Rule 15d-15(f) promulgated under~~ the ~~Exchange~~six ~~Act)~~months ~~during the fiscal quarter~~ ended ~~August~~May 31, ~~2012~~2013 ~~that~~and ~~has~~May ~~materially~~31, ~~affected~~2012, oras isthe ~~reasonably~~Company ~~likely to materially~~did ~~affect,~~not ~~our~~have ~~internal~~any ~~controls~~debt ~~over~~relating ~~financial~~to ~~reporting~~continuing operations.

25Discontinued Operations:

~~PART~~Gain (loss) ~~II.~~on ~~OTHER~~disposal ~~INFORMATION~~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.

~~Item~~Gain (loss) 1.from ~~Legal~~discontinued ~~Proceedings~~operations: The Company recorded a loss of $0 for the six months ended May 31, 2013 versus a loss of $(46,110) for the six months ended May 31, 2012.

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

~~Item~~As of 1AMay 31, 2013, we had total cash resources of $90,301. ~~Risk~~During ~~Factors~~the six months ended May 31, 2013 net cash used in operating activities was $(271,455); during the six months ended May 31, 2012, net cash used in operating activities was $(319,414). The cash used for the six months ending May 31, 2013 was primarily used for development of the Buildablock business, while cash used in the six months ending May 31, 2012 was 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~~six ~~discussed~~month inperiod ~~Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year~~ ended ~~November~~May 3031, ~~2011~~2013, ~~which~~we ~~could~~raised ~~materially~~$0 ~~affect~~from ~~our business, financial condition 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 orthe ~~that~~development ~~we currently deem to be not material also may materially~~of ~~adversely~~the ~~affect~~Buildablock ~~our~~ business,; ~~financial~~during ~~condition and/or operating results. Effective March 7, 2012,~~ the ~~Company~~six ~~completed~~month ~~the acquisition~~period ofended ~~the~~May ~~Buildablock Assets. In addition~~31, ~~on April 13,~~ 2012, ~~the~~net ~~Board~~cash ofprovided ~~Directors~~by ~~approved~~financing ~~the~~activities ~~sale~~was ~~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~~486,750 ~~the Company~~which ~~principally~~represented ~~will~~proceeds ~~focus~~from onshareholders ~~the~~from ~~development of its social networking platform under~~ the ~~“Buildablock”~~issuance ~~name. See Note 12~~ of ~~Notes~~common toshares ~~Condensed~~along ~~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~~warrants.

~~We cannot predict if~~Current ~~or when we will become profitable~~ and ~~anticipate~~Future ~~that~~Financing ~~our net losses and negative cash flow from operations will continue for the foreseeable future.~~ Needs

~~There~~We have incurred an accumulated deficit of $1,884,979, including the deficit accumulated during the development phase of Buildablock and accumulated other comprehensive losses, through May 31, 2013. We incurred negative cash flow from operations from our previously owned Telecommunication 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 aable ~~number~~to raise additional funds through third ofparties, ~~technological~~such as equity and ~~commercial~~debt ~~objectives~~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 ~~must~~do ~~meet~~obtain inwill ~~order~~be sufficient to ~~achieve~~adequately ~~commercial~~fund ~~feasibility~~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 ~~the~~operations ~~Buildablock~~would ~~Platform~~be materially harmed. If we ~~These~~raise ~~include~~funds by selling additional shares of common stock or other securities convertible into common stock, ~~without~~the ~~limitation:~~ownership interest of our existing stockholders will be diluted.

~~· establishing technical feasibility and completing development of our Internet service platform;~~23

·Off-Balance Sheet ~~establishing critical strategic partnerships to promote the use of our platform;~~Arrangements

·As of ~~successfully~~May ~~marketing~~31, ~~our~~2013, ~~platform;~~we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

·Contractual Obligations ~~establishing rapid visibility~~ and ~~adoption by our consumer base and acceptance by merchants;~~Commitments

·The Company ~~demonstrating~~has ~~added~~no ~~value~~material ~~and~~contractual ~~reward~~obligations ~~that~~or ~~will ultimately change the behavior of our user base;~~commitments.

·Item 3. ~~responding~~Quantitative toand ~~competitive~~Qualitative ~~developments;~~Disclosures ~~and~~About Market Risk

·There have ~~attracting~~been no material changes to our exposures to market risks since November 30, ~~retaining~~2012. ~~and~~Please ~~motivating~~refer ~~qualified~~to ~~personnel~~the 2012 Annual Report on Form 10-K for the fiscal year ended November 30, 2012 for a discussion of our exposures to market risks.

~~We expect our losses~~Item ~~and negative cash flow to continue for the foreseeable future as a result of the development expenses we will incur~~4. ~~Because~~Controls ~~of the numerous risks~~ and uncertainties associated with our 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.Procedures

Our senior ~~independent~~management ~~registered public~~is ~~accounting~~responsible ~~firm~~for ~~has~~establishing ~~expressed~~and ~~substantial~~maintaining ~~doubt~~a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act) designed to ~~our~~ensure ~~ability~~that information required to ~~continue~~be asdisclosed aby ~~going~~us ~~concern~~in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange 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 disclosure.

In accordance ~~its~~with ~~report~~Exchange ~~accompanying our~~Act ~~audited~~Rules ~~consolidated~~13a-15 ~~financial~~and ~~statements~~15d-15, ~~for~~we ~~the~~carried ~~year~~out ~~ended~~an ~~November 30~~evaluation, ~~2011,~~with ~~our~~the ~~independent~~participation ~~registered~~of ~~public~~our ~~accounting~~Chief Executive Officer ~~firm~~and ~~included~~Interim anChief ~~explanatory~~Financial ~~paragraph~~Officer, ~~stating~~as ~~that~~well ~~our~~as ~~sustained~~other ~~operating~~key ~~losses~~members ~~and~~of ~~capital~~our ~~deficits~~management, ~~raise~~of ~~substantial~~the ~~doubt as~~effectiveness toof our ~~ability~~disclosure tocontrols and ~~continue~~procedures as aof ~~going~~the ~~concern.~~end Aof ~~“going~~the ~~concern”~~period ~~opinion~~covered ~~could~~by ~~impair~~this ~~our~~report. ~~ability~~Based toon ~~finance~~that evaluation, our Chief Executive Officer and Interim ~~operations~~Chief ~~through~~Financial ~~the~~Officer ~~sale~~concluded that our disclosure controls and procedures were effective, as of ~~debt~~the orend ~~equity~~of ~~securities.~~the ~~Our~~period ~~ability~~covered by this report, to ~~continue~~ensure asthat ainformation ~~going~~required ~~concern~~to ~~will~~be ~~depend,~~disclosed in ~~large~~our ~~part, on~~reports ~~our~~filed ~~ability~~or tosubmitted ~~generate~~under ~~positive~~the ~~cash~~Exchange ~~flow~~Act ~~from~~is ~~operations~~(i) accumulated and ~~obtain~~communicated ~~additional~~to ~~financing~~management, ~~neither~~including ofthe ~~which~~Chief isExecutive ~~certain.~~Officer ~~If we~~and ~~are~~Interim ~~unable~~Chief toFinancial ~~achieve~~Officer, ~~these~~as ~~goals~~appropriate, ~~our~~to ~~business~~allow ~~would~~timely decisions beregarding ~~jeopardized~~required disclosure and we(ii) ~~may~~recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

26No change occurred 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.

~~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.~~24

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

~~We anticipate future~~Item ~~losses and therefore will be dependent on additional financing to execute our business plan~~1. WeLegal 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.Proceedings

~~We operate in a highly~~Not ~~competitive industry with relatively low barriers to entry, and must compete successfully in order to grow our business~~Applicable.

~~We expect competition~~Item ~~in e-commerce generally, and group buying in particular, to continue to increase because there are no significant barriers to entry~~1A. ARisk ~~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.~~Factors

WeIn addition ~~believe~~to the 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 uncertainties not currently known to us 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 of ~~ability~~the Buildablock Assets. In addition, on April 13, 2012, the Board of Directors approved the sale of Valtech back to ~~compete~~some ~~successfully~~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 ~~depend~~focus ~~upon~~on the ~~many~~development ~~factors~~of ~~both~~its ~~within~~social ~~and~~networking ~~beyond~~platform ~~our~~under ~~control~~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 ~~following:~~commercialization of the Buildablock Assets.

•We cannot ~~the~~predict ~~size~~if or when we will become profitable and ~~composition~~anticipate ofthat our ~~customer~~net ~~base~~losses and ~~the~~negative ~~number~~cash offlow ~~merchants~~from ~~that~~operations ~~accept~~will ~~and~~continue for ~~participate~~the inforeseeable ~~our service;~~future.

•There are ~~the~~a ~~timing~~number of technological and ~~market~~commercial ~~acceptance~~objectives that we must meet in order to achieve commercial feasibility of ~~our~~the ~~service;~~Buildablock Platform. These include, without limitation:

•● ~~selling~~establishing technical feasibility and ~~marketing~~completing ~~efforts~~development of our Internet service platform;

•● ~~ease~~establishing ofcritical ~~use,~~strategic ~~performance,~~partnerships ~~price~~to ~~and~~promote ~~reliability~~the use of ~~services offered either by us or~~ our ~~competitors~~platform;

•● ~~our~~successfully ~~ability~~marketing ~~to cost-effectively manage~~ our ~~operations~~platform; ~~and~~

•● ~~our~~establishing ~~reputation~~rapid visibility and ~~brand~~adoption ~~strength~~by ~~relative~~our toconsumer ~~our~~base ~~competitors.~~and acceptance by merchants;

~~Many~~● ofdemonstrating ~~our~~added ~~current and~~value ~~potential competitors have longer operating histories, significantly greater financial, marketing~~ and ~~other~~reward ~~resources~~that ~~than we~~will doultimately aschange ~~well~~the asbehavior ~~established~~of customer bases. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate revenue from their customer bases more effectively than we do. Some competitors may accept lower margins, or negative margins, to attract attention and acquire new customers, which may materially adversely affect our ~~ability~~user ~~to commercialize our services.~~base;

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

~~Our~~● ~~business~~attracting, ~~depends on~~retaining ~~the continued evolution of social media as a tool for commercial transactions. This is a new market~~ and itmotivating isqualified ~~difficult to predict whether this market will continue to grow or whether it can be maintained~~personnel. Our success will depend on our ability to attract a large enough number of customers and merchants that use our services. There can be no assurance that merchants or customers will accept the value of our services either initially or over any sustained period of time.

27We expect our losses and negative cash flow to continue for the foreseeable future as a result of the development expenses we will incur. Because of the numerous risks and uncertainties associated with our 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.

WeOur independent ~~have~~registered apublic ~~rapidly~~accounting ~~evolving business~~firm ~~model~~has ~~and~~expressed ~~our~~substantial ~~new~~doubt ~~service~~as ~~offerings~~to ~~could~~our ~~fail~~ability to ~~attract~~continue oras ~~retain~~a ~~customers~~going ~~or generate revenue~~concern.

~~We have a rapidly~~In ~~evolving~~its ~~business~~report ~~model~~accompanying ~~and~~our ~~are~~audited ~~regularly~~consolidated ~~exploring~~financial ~~entry~~statements ~~into~~for ~~new~~the ~~market~~year ~~segments~~ended ~~and~~November ~~the~~30, ~~introduction~~2011, ofour ~~new~~independent ~~products~~registered public ~~and~~accounting ~~features with~~firm ~~respect~~included toan ~~which~~explanatory weparagraph ~~may~~stating ~~have~~that ~~limited~~our ~~experience.~~sustained Inoperating ~~addition,~~losses ~~our~~and ~~customers~~capital ~~may~~deficits ~~not~~raise ~~respond~~substantial doubt ~~favorably~~as to our ~~new~~ability ~~products and~~to ~~services.~~continue ~~These~~as ~~products~~a ~~and~~going ~~services~~concern. ~~may~~A ~~present~~“going ~~new~~concern” ~~and~~opinion ~~significant~~could ~~technology~~impair ~~challenges,~~our ~~and~~ability weto ~~may~~finance beour operations ~~subject~~through tothe ~~claims if~~sale ~~customers~~ of ~~these~~debt ~~offerings experience service disruptions~~ or ~~failures~~equity ~~or other quality issues~~securities. IfOur ~~products~~ability orto ~~services~~continue ~~we introduce, such~~ as ~~changes~~a togoing ~~our~~concern ~~websites~~will ~~and applications~~depend, ~~the~~in ~~introduction~~large ofpart, ~~social~~on ~~networking and location-based marketing~~our ~~elements~~ability to ~~our~~generate ~~websites,~~positive orcash ~~entirely~~flow ~~new~~from ~~lines~~operations ofand ~~business~~obtain ~~that~~additional ~~we may pursue~~financing, ~~fail~~neither toof ~~engage~~which ~~customers~~is orcertain. ~~merchant~~If ~~partners,~~ we ~~may~~are ~~fail~~ unable to ~~acquire~~achieve orthese ~~retain~~goals, ~~customers~~our orbusiness ~~generate~~would ~~sufficient~~be ~~revenue~~jeopardized ~~or other value to justify our investment,~~ and ~~our~~we ~~business~~ may not be ~~materially~~able ~~and~~to ~~adversely~~continue ~~affected.~~operations ~~Our~~and ~~ability~~may have to ~~generate~~liquidate aour assets, ~~customer base~~ and ~~revenue~~it ~~will~~is ~~depend~~likely ~~heavily~~that oninvestors ~~our~~will ~~ability to~~lose ~~innovate~~all ~~and~~or toa ~~create~~part ~~successful~~of ~~new~~their ~~products and services~~investment.

~~Our growth prospects may suffer if the Buildablock Platform is unsuccessful.~~ 25

We ~~have not yet launched~~ ~~the~~anticipate ~~Buildablock~~future ~~Platform.~~losses ~~Our~~and ~~ability to generate revenue~~ will ~~depend,~~require inadditional ~~part~~financing, onand ~~the~~our ~~successful~~failure ~~operation of the Buildablock Platform. If the Buildablock Platform fails~~ to ~~attract~~obtain ~~subscribers,~~additional ~~merchants~~financing orwhen ~~advertisers,~~needed wecould ~~may~~force us ~~fail~~ to ~~generate sufficient revenue~~delay, ~~operating~~reduce ~~margin~~ or ~~other~~eliminate ~~value to justify~~ our ~~investment~~commercialization ~~in the development and operation of the Buildablock Platform~~efforts. We may encounter technical and operational challenges operating a platform. If we are not successful with the overall monetization of the Buildablock Platform, we may not be able to generate revenue as anticipated and our financial results could be adversely affected.

We 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 ~~lose~~are ~~the~~unsuccessful ~~services~~in raising additional required funds, we may be required to significantly delay, reduce the scope of or eliminate our ~~Chief~~development ~~Executive~~programs ~~Officer~~or our commercialization efforts, or cease ~~other~~operating ~~members~~as ofa ~~our~~going ~~senior~~concern. ~~management~~If ~~team~~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 ~~not~~involve besignificant ~~able~~cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to ~~execute~~operate our business. ~~strategy~~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.

~~Our success depends~~We operate in a ~~large~~highly ~~part~~competitive ~~upon~~industry ~~the~~with ~~continued~~relatively ~~service~~low ofbarriers ~~our~~to ~~senior management team. In particular~~entry, ~~our President, Chief Executive Officer~~ and ~~Interim~~must ~~Chief~~compete ~~Financial~~successfully ~~Officer,~~in ~~Gary~~order ~~Oberman, is critical~~ to ~~our~~grow ~~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, Chief Executive Officer and Interim Chief Financial Officer, even temporarily, or any other member of senior management would harm our~~ business.

We expect ~~may~~competition ~~not~~in bee-commerce ~~able~~generally, and group buying in particular, to ~~adequately~~ ~~protect~~continue ~~our~~to ~~intellectual~~increase ~~property~~because ~~rights~~there orare ~~may~~no besignificant barriers ~~accused~~to entry. A substantial number of ~~infringing~~group ~~intellectual~~buying ~~property~~sites ~~rights~~that ofoffer ~~third~~competitive ~~parties~~services have emerged around the world. We also expect to compete against other Internet sites that serve niche markets and interests.

We ~~will rely on trademark,~~ ~~copyright~~believe ~~and~~that ~~patent law, trade secret protection and confidentiality and/or license agreements with~~ our ~~employees~~ability ~~and others~~ to ~~protect~~compete ~~our~~successfully ~~proprietary~~will ~~rights.~~depend Weupon ~~may~~many befactors ~~unable~~both towithin ~~prevent third parties from using~~ and ~~registering~~beyond our ~~trademarks~~control, orincluding ~~trademarks that are similar to, or diminish~~ the ~~value of, our trademarks in some countries.~~following:

We● ~~may~~the ~~not~~size beand ~~able to~~composition ~~discover~~of orour ~~determine~~customer ~~the~~base ~~extent~~and ofthe ~~any~~number ~~unauthorized use~~ of ~~our~~merchants ~~proprietary~~that ~~rights.~~accept ~~The~~and ~~protection~~participate ofin our ~~intellectual~~service; ~~property may~~● ~~require~~ the ~~expenditure~~timing ofand ~~significant~~market ~~financial~~acceptance ~~and~~of ~~managerial~~our ~~resources.~~service; ~~Moreover,~~● ~~the~~selling ~~steps~~and wemarketing ~~take~~efforts; to● ~~protect~~ease ~~our~~of ~~intellectual property~~use, ~~may~~performance, ~~not~~price ~~adequately~~and ~~protect~~reliability ~~our~~of ~~rights~~services oroffered ~~prevent~~either ~~third~~by ~~parties~~us ~~from~~or ~~infringing~~our orcompetitors; ~~misappropriating~~● our ~~proprietary~~ability ~~rights. The~~to ~~costs~~cost-effectively ofmanage ~~supporting~~our ~~any~~operations; ~~litigation~~ and ~~disputes~~● ~~related to~~ our ~~intellectual~~reputation ~~property are likely to be considerable,~~ and ~~there can~~brand bestrength norelative ~~assurances~~to ~~that~~our ~~favorable outcomes will be obtained~~competitors.

~~We may become subject~~Many toof ~~third-party~~our ~~claims~~current ~~that~~and wepotential ~~infringe~~competitors ~~their~~have ~~proprietary~~longer ~~rights~~operating orhistories, ~~trademarks.~~significantly ~~Such~~greater ~~claims~~financial, ~~whether~~marketing orand ~~not~~other ~~meritorious,~~resources than ~~may~~we ~~result in~~do ~~the~~as ~~expenditure~~well ofas ~~significant~~established ~~financial~~customer ~~and~~bases. ~~managerial~~These ~~resources,~~competitors ~~injunctions~~may ~~against~~engage usin ormore ~~the~~extensive ~~payment~~research ofand ~~damages~~development byefforts, ~~us.~~undertake Wemore ~~may~~far-reaching ~~need~~marketing tocampaigns ~~obtain~~and ~~licenses~~adopt ~~from~~more ~~third~~aggressive ~~parties~~pricing ~~who~~policies, ~~allege~~which ~~that~~may weallow ~~have~~them ~~infringed~~to ~~their~~build ~~rights,~~larger ~~but~~customer ~~such~~bases or ~~licenses~~generate ~~may~~revenue ~~not~~from ~~be available~~their oncustomer ~~terms~~bases ~~acceptable~~more toeffectively usthan orwe ~~at all~~do. ~~These~~Some ~~risks~~competitors ~~have~~may ~~been~~accept ~~amplified~~lower bymargins, ~~the~~or ~~increase~~negative inmargins, to ~~third~~attract ~~parties~~attention ~~whose~~and ~~sole~~acquire ~~or primary~~new ~~business~~customers, iswhich may materially adversely affect our ability to ~~assert~~commercialize ~~such~~our ~~claims~~services.

~~Government regulation~~Our ofbusiness depends on the ~~Internet~~acceptance ~~and~~of ~~e-commerce~~the isuse ~~evolving,~~of ~~and~~social ~~unfavorable~~media ~~changes~~as ora ~~failure~~tool byfor uscommercial totransactions; ~~comply~~there ~~with~~is ~~these~~no ~~regulations~~assurance ~~could~~that ~~substantially~~our service ~~harm~~will ~~our~~be ~~business~~accepted ~~and~~by ~~results~~merchants ofor ~~operations~~customers.

WeOur business ~~are~~depends ~~subject~~on ~~to general~~the ~~business~~continued ~~regulations~~evolution ~~and~~of ~~laws~~social media as ~~well~~a astool ~~regulations~~for ~~and~~commercial ~~laws~~transactions. ~~specifically~~This ~~governing~~is ~~the~~a ~~Internet~~new market and ~~e-commerce.~~it ~~Existing~~is difficult ~~and~~to ~~future~~predict ~~regulations~~whether ~~and~~this ~~laws~~market ~~could~~will ~~impede~~continue ~~the~~to ~~growth~~grow or whether it can be maintained. Our success will depend on our ability to attract a large enough number of ~~the~~customers ~~Internet~~and ormerchants ~~other~~that ~~online~~use our services. ~~These~~There ~~regulations~~can ~~and~~be ~~laws~~no ~~may~~assurance that merchants or customers will accept ~~involve~~the ~~taxation,~~value ~~tariffs,~~of ~~subscriber~~our ~~privacy,~~services ~~anti-spam,~~either ~~data~~initially ~~protection,~~or ~~content,~~over any sustained period of time.

2826

~~copyrights, distribution, electronic contracts~~We ~~and~~have ~~other~~a ~~communications,~~rapidly ~~consumer~~evolving ~~protection,~~business ~~the~~model ~~provision of online payment services~~ and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce. In addition, it is possible that governments of one or more countries may seek to censor content available on our ~~websites~~new ~~and~~service ~~applications~~offerings orcould ~~may~~fail ~~even attempt~~ to ~~completely~~attract ~~block access to our websites. Adverse legal~~ or ~~regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to~~ retain orcustomers ~~increase our customer base may be adversely affected and we may not be able to maintain~~ or ~~grow~~generate ~~our~~ revenue ~~as anticipated~~.

~~Any~~We have ~~reduction~~a inrapidly evolving business model and are regularly exploring entry into new market segments and the introduction of new products ~~availability~~and features with respect to which we may have limited experience. In addition, our customers may not respond favorably to our new products and services. These products and services may present new and significant technology challenges, and we may be subject to claims if customers of ~~Internet~~these ~~access~~offerings experience service disruptions or failures or other quality issues. If products or services we introduce, ~~including~~such ~~through~~as changes to our websites and applications, the ~~use~~introduction of ~~mobile~~social ~~devices~~networking and location-based marketing elements to our websites, or ~~could~~entirely ~~adversely~~new ~~affect~~lines of business that we may pursue, fail to engage customers or merchant partners, we may fail to acquire or retain customers or generate sufficient revenue or other value to justify our investment, and our business may be materially and adversely affected. 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.

~~The success of our~~Our ~~services will depend largely on sufficient network availability for us, our customers and our merchant partners. The Internet has experienced, and is likely to continue to experience, significant~~ growth inprospects ~~the number of users and amount of traffic, including a significant increase in bandwidth demands as a result of the use of smartphones and other mobile devices. The Internet infrastructure~~ may besuffer ~~unable~~if ~~to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may harm~~ the ~~performance~~Buildablock ofPlatform ~~the~~is ~~Internet~~unsuccessful. 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, which could adversely impact our business.

We have not yet launched the Buildablock Platform. Our ability to generate revenue will depend, in part, on the successful operation of the Buildablock Platform. If the Buildablock Platform fails to attract subscribers, merchants or advertisers, we ~~are~~may ~~unable~~fail to ~~implement~~generate ~~and~~sufficient ~~maintain~~revenue, ~~effective~~operating ~~internal~~margin ~~control~~or ~~over~~other ~~financial~~value ~~reporting~~to justify our investment in the ~~future,~~development and operation of the ~~accuracy~~Buildablock Platform. We may encounter technical and ~~timeliness~~operational challenges operating a platform. If we are not successful with the overall monetization of the Buildablock Platform, we may not be able to generate revenue as anticipated and our financial ~~reporting may~~results could be adversely affected.

If we ~~are~~lose ~~unable~~the ~~to maintain~~services ~~adequate~~of ~~internal~~our ~~controls~~Chief ~~for~~Executive ~~financial~~Officer ~~reporting~~or inother ~~the~~members ~~future, investor confidence in the accuracy~~ of our ~~financial reports~~senior ~~may~~management beteam, ~~impacted~~we ormay ~~the~~not ~~market~~be ~~price~~able ofto execute our business ~~common stock could be negatively impacted~~strategy.

~~The~~Our success ~~requirements~~depends ofin ~~being~~ a ~~public~~large ~~company~~part ~~may~~upon ~~strain~~the continued service of our ~~resources~~senior management team. In particular, ~~divert~~our ~~management’s~~President, ~~attention~~Chief Executive Officer and ~~affect~~Interim ~~our~~Chief ~~ability~~Financial Officer, Gary Oberman, is critical to ~~attract~~our ~~and~~vision, ~~retain~~strategic ~~qualified~~direction, culture, products and technology. ~~board~~We ~~members~~do not maintain key-man insurance for Mr. Oberman or any other member of our senior management team. The loss of our President, Chief Executive Officer and Interim Chief Financial Officer, even temporarily, or any other member of senior management would harm our business.

We ~~are subject to~~ ~~the~~may ~~reporting~~not ~~requirements~~be ofable 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. Compliance with these rules and regulations has increased and will continue to ~~increase~~adequately protect our ~~legal~~intellectual ~~and~~property ~~financial~~rights ~~compliance costs, make some activities more difficult, time-consuming~~ or ~~costly~~ ~~and~~may ~~increase~~be ~~demand~~accused onof ~~our~~infringing ~~systems~~intellectual ~~and~~property ~~resources.~~rights ~~The Exchange Act requires, among other things, that we file annual, quarterly~~of ~~and~~third ~~current reports with respect to our business and operating results~~parties.

We ~~also expect that~~ ~~being~~will arely ~~public~~on ~~company~~trademark, ~~subject~~copyright ~~to these rules~~ and ~~regulations~~patent law, ~~will~~trade ~~make~~secret itprotection ~~more~~and ~~expensive~~confidentiality ~~for~~and/or uslicense toagreements ~~obtain~~with ~~director~~our ~~and officer~~employees ~~liability insurance,~~ and weothers ~~may be required~~ to ~~accept~~protect ~~reduced~~our ~~coverage~~proprietary orrights. ~~incur~~We ~~substantially~~may ~~higher~~be ~~costs~~unable to ~~obtain~~prevent ~~coverage. These~~third ~~factors~~parties ~~could~~from ~~also~~using ~~make it more difficult for us to attract~~ and ~~retain~~registering ~~qualified members of~~ our ~~board of directors~~trademarks, ~~particularly~~or totrademarks ~~serve~~that onare ~~our~~similar ~~audit~~to, ~~committee~~or ~~and~~diminish ~~compensation~~the ~~committee~~value of, ~~and~~our ~~qualified~~trademarks ~~executive~~in ~~officers~~some countries.

~~Item~~We may 2not be able to discover or determine the extent of any unauthorized use of our proprietary rights. ~~Unregistered~~The ~~Sales~~protection of ~~Equity~~our ~~Securities~~intellectual property may require the expenditure of significant financial and ~~Use~~managerial resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. The costs of ~~Proceeds~~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.

~~During~~We may ~~the~~become ~~quarter ended~~subject ~~May~~to ~~31,~~third-party ~~2012,~~claims ~~the~~that ~~Company~~we ~~completed~~infringe ~~its~~their ~~private~~proprietary ~~placement~~rights inor ~~which~~trademarks. itSuch ~~sold~~claims, anwhether ~~aggregate~~or ofnot 5meritorious,~~947,000~~ may ~~shares~~result ofin the ~~Company’s common~~expenditure ~~stock,~~of ~~par~~significant ~~value~~financial ~~$0.00001~~and ~~per~~managerial ~~share~~resources, ~~for~~injunctions ~~aggregate~~against ~~gross~~us ~~proceeds~~or ofthe ~~$1,486,750.~~payment ~~Aggregate~~of ~~commissions~~damages ~~were $148,675~~by us. ~~The offering~~We ~~was~~may ~~made~~need to aobtain ~~small~~licenses ~~group~~from ofthird ~~sophisticated~~parties ~~investors~~who ~~outside~~allege ~~the~~that ~~United~~we ~~States~~have ininfringed ~~reliance~~their onrights, ~~Section~~but ~~4(2)~~such oflicenses ~~the~~may ~~Securities~~not be available ~~Act~~on ofterms ~~1933,~~acceptable asto ~~amended,~~us ~~and/~~or ~~Regulation~~at ~~S promulgated thereunder~~all. InThese ~~connection~~risks ~~with~~have ~~the~~been ~~issuance,~~amplified by the ~~Company~~increase ~~issued~~in ~~one~~third ~~warrant for~~parties ~~each~~whose ~~share~~sole ~~issued,~~or ~~for~~primary ~~an aggregate of 5,947,000 warrants. Each warrant may be exercised at any time through August 31, 2013~~business atis anto ~~exercise~~assert ~~price~~such ~~of $0~~claims.~~50 per share.~~

~~Item 3. Defaults Upon Senior Securities~~27

~~None~~Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

29We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e- commerce. Existing and future regulations and laws could impede the growth of the Internet or other online services. These regulations and laws may involve taxation, tariffs, subscriber privacy, anti-spam, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce. In addition, it is possible that governments of one or more countries may seek to censor content available on our websites and applications or may even attempt to completely block access to our websites. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our revenue as anticipated.

~~Item~~Any reduction 4.in ~~Mine~~the ~~Safety~~availability ~~Disclosures~~of Internet access, including through the use of mobile devices, could adversely affect our business.

~~Not~~The success ~~Applicable~~of our services will depend largely on sufficient network availability for us, our customers and our merchant partners. The Internet has experienced, and is likely to continue to experience, significant growth in the number of users and amount of traffic, including a significant increase in bandwidth demands as a result of the use of smartphones and other mobile devices. The Internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may harm the performance 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, which could adversely impact our business.

~~Item~~If we 5.are ~~Other~~unable ~~Information~~to implement 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.

~~Item~~The requirements 6.of ~~Exhibits~~being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

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.**

We are subject 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. Compliance with 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.

*We also ~~Filed~~expect ~~herewith~~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 2. ~~Furnished~~Unregistered ~~herewith.~~Sales of Equity Securities and Use of Proceeds

30During 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.

~~SIGNATURES~~Item 3. Defaults Upon Senior Securities

~~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 4. Mine Safety Disclosures

31Not Applicable.

~~EXHIBIT~~Item 5. ~~INDEX~~Other Information

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.**

None.

* Filed herewithItem 6. Exhibits

** Furnished herewith.Exhibits:

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 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

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

	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)

DISCLAIMER

The management signing the above financial statements was not employed by the Company nor Board members for the financial periods listed above. 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 financial reports are prior to the filing of the FORM 15 dated October 4, 2013, with the SEC. The information is to the best of managements knowledge and efforts at the time of the filing.

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 18U.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.