UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

(Mark One)

    [x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 2005

    [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934
          For the transition period from _______to______

                        Commission file number: 000-51661

                              BIGSTRING CORPORATION
         --------------------------------------------------------------
                 (Name of small business issuer in its charter)

                     Delaware                            20-0297832
       ----------------------------------  -------------------------------------
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
         incorporation or organization)

        3 Harding Road, Suite F, Red Bank, New Jersey               07701
       -----------------------------------------------         ----------------
          (Address of principal executive offices)                (Zip Code)

       Issuer's telephone number:     (732) 741-2840
                                 -------------------------

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

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, par value $0.0001
         --------------------------------------------------------------
                                (Title of class)

      Check  whether  the issuer is not  required  to file  reports  pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes      No  X
   -----   -----

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained, to the best of the Registrant's knowledge, in

<PAGE>

definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [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
                                               -----   -----

      Revenues for the year ended December 31, 2005: $6,747.

      The aggregate market value of the shares of the Registrant's common stock,
par value $0.0001 per share,  held by  non-affiliates  of the Registrant,  as of
March 15, 2006, was $8,563,260. Inasmuch as there is currently no trading market
for the  Registrant's  common  stock,  the per share price used to determine the
aggregate market value was $0.48, which is the minimum price that a share of the
Registrant's  common  stock  may  be  offered  by  certain  stockholders  of the
Registrant pursuant to the Prospectus, dated January 23, 2006, included with the
Registrant's  Registration Statement on Form SB-2 (Registration No. 333-127923).
The Registrant has no other class of capital stock outstanding.

      As of March 15, 2006,  52,770,125 shares of the Registrant's  common stock
were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

      Part  III of this  Annual  Report  on  Form  10-KSB  incorporates  certain
information by reference from the  Registrant's  Proxy  Statement for the Annual
Meeting  of  Stockholders  scheduled  to be  held  on May 18,  2006.  The  Proxy
Statement will be filed with the Securities and Exchange  Commission (the "SEC")
on or about April 18, 2006.

      Transitional Small Business Disclosure Format (check one): Yes    No  X
                                                                    ----   -----

<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
                -------------------------------------------------

      Certain  information  included  in this  Annual  Report on Form 10-KSB and
other filings of the  Registrant  under the  Securities  Act of 1933, as amended
(the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  as well as  information  communicated  orally  or in  writing
between the dates of such  filings,  contains  or may  contain  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such  statements are subject to certain  risks,  trends
and  uncertainties  that could cause actual  results to differ  materially  from
expected  results.   Among  these  risks,   trends  and  uncertainties  are  the
availability of working capital to fund our operations,  the competitive  market
in which BigString  operates,  the efficient and uninterrupted  operation of our
computer  and  communications  systems,  our  ability  to  generate a profit and
execute our  business  plan,  the  retention  of key  personnel,  our ability to
protect  and defend  our  intellectual  property,  the  effects of  governmental
regulation and other risks  identified in BigString's  filings with the SEC from
time to time,  including our registration  statement on Form SB-2  (Registration
No.  333-127923),  filed with the SEC on August  29,  2005,  and the  subsequent
amendments thereto.

      In some cases, forward-looking statements can be identified by terminology
such as "may," "will," "should,"  "could,"  "expects,"  "plans,"  "anticipates,"
"believes,"  "estimates,"  "predicts," "potential" or "continue" or the negative
of such terms or other comparable terminology.  Although the Registrant believes
that the  expectations  reflected in the  forward-looking  statements  contained
herein are reasonable, the Registrant cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither the Registrant, nor any
other person assumes  responsibility  for the accuracy and  completeness of such
statements. The Registrant is under no duty to update any of the forward-looking
statements contained herein after the date of this Annual Report on Form 10-KSB.

<PAGE>

                              BIGSTRING CORPORATION

                              INDEX TO FORM 10-KSB
                              --------------------

<TABLE>
<CAPTION>

PART I                                                                                  PAGE
------                                                                                  ----
<S>          <C>                                                                         <C>
Item 1.      Description of Business......................................................1

Item 2.      Description of Property......................................................6

Item 3.      Legal Proceedings............................................................6

Item 4.      Submission of Matters to a Vote of Security Holders..........................6

PART II
-------

Item 5.      Market for Common Equity, Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities.....................7

Item 6.      Management's Discussion and Analysis or Plan of Operation...................10

Item 7.      Financial Statements........................................................16

Item 8.      Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure....................................................16

Item 8A.     Controls and Procedures.....................................................16

Item 8B.     Other Information...........................................................16

PART III
--------

Item 9.*     Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act...........................17

Item 10.*    Executive Compensation......................................................17

Item 11.*    Security Ownership of Certain Beneficial Owners and Management and
             Related Stockholder Matters.................................................17

Item 12.*    Certain Relationships and Related Transactions..............................17

Item 13.     Exhibits ...................................................................17

Item 14.*    Principal Accountant Fees and Services......................................17

Signatures ..............................................................................18
</TABLE>

*     The information  required under this Item is contained in the Registrant's
      Proxy  Statement for the Annual  Meeting of  Stockholders  scheduled to be
      held on May 18, 2006, and is incorporated  herein by reference.  The Proxy
      Statement will be filed with the SEC on or about April 18, 2006.

<PAGE>

                                     PART I

Item 1. Description of Business
        -----------------------

Background

      BigString  was  incorporated  in the State of  Delaware on October 8, 2003
under the name  "Recall  Mail  Corporation."  The  company's  name was  formally
changed to BigString  Corporation in July 2005.  BigString was formed,  together
with Email  Emissary,  Inc.,  incorporated in the State of Oklahoma on August 7,
2003, to develop  technology that would allow the user of email services to have
comprehensive  control,  security and privacy relating to the email generated by
the user.  Email  Emissary  was later  acquired by BigString in July 2004 and is
currently a subsidiary of BigString.

      BigString Corporation has developed an innovative email service,  referred
to  as  "BigString,"   that  allows  users  to  easily  send,   recall,   erase,
self-destruct  and secure  email  transmissions,  as well as provide  additional
privacy. The concept of recallable email was conceived a few years ago by one of
BigString's founders and current President and Chief Executive Officer, Darin M.
Myman.  After  inadvertently  sending  an email to a  prospective  client  which
contained  sensitive pricing and customer  information,  Mr. Myman unfortunately
learned  that  there  was no way  for  him to  retrieve  the  email  before  the
prospective  client had the  opportunity  to review the contents  thereof.  As a
result of this  frustrating  experience,  Mr. Myman and certain other members of
BigString's  management team focused on developing a technology that would allow
users to have  comprehensive  control,  security and privacy of their email.  In
March 2004, the BigString email service was introduced to the market.

Business Strategy

      In the past  several  years,  the  email  industry  has  migrated  from an
advertising   model  to  a  blended   model  that   includes   advertising   and
subscriptions.  Email service providers now offer premium service products which
include,  among other  features,  value-added  services  such as  advanced  spam
filters, advanced virus protection, additional storage, multiple email addresses
and secure  email.  In  addition  to our free email  service  product,  we offer
premium  email service  products and  applications  such as spam filters,  virus
protection,  additional storage, multiple email addresses and secure mail, which
are offered in several different packages at various prices and may be purchased
by the users of our BigString email service.

      In addition to our email services and products,  we also enter into market
affiliations  with other Internet  companies.  We are currently  affiliated with
ValueClick, Inc. and LinkShare Corporation. We generate advertising revenue when
our users purchase  products through  advertisements  posted on our website as a
result of our  market  affiliations.  Further,  we  sometimes  generate  revenue
through these market affiliations when our users access other websites.

      We recently  introduced  an email rewards  program and a shopping  rewards
program on our website. Pursuant to our email rewards program, we will share any
revenue  generated from advertising and marketing  affiliations with the "active
users"  of our  email  services,  which  are  defined  as  those  users  who are
registered email subscribers and have logged onto their account


                                       1
<PAGE>

within 30 days of the date that the revenue is received.  Our  shopping  rewards
program  enables a user who shops  through  our  website to share in the revenue
received by BigString as a result of such user's purchases.

Products and Services

      BigString Email Service - BigString is a web-based,  POP3 (a protocol used
to retrieve email from a mail server) server email service solution.  Our patent
pending  technology  provides  a user with the  ability  to manage  and  control
content  sent by email.  The user's  email will  execute  through the  BigString
server but such  execution  will be  transparent to the sender and recipients of
the email.

      A user of our  BigString  email  services  will have his, her or its email
transposed from a text-based message through  BigString's  server, and an exact,
replicated image of the email will be instantaneously streamed to the recipient.
The recipient never actually  receives the content,  but only receives images of
the content.

      The user of the  BigString  email  service and products can  transparently
edit,  recall,  cancel,  and  erase  the  email  as well  as  insert  or  delete
attachments,  even  after  the  email  has  been  sent out and  opened.  All the
subsequent  changes  by  the  sender  will  be  completely  transparent  to  the
recipient.  In  addition,  the sender  has  complete  control  over the life and
duration of the email. The sender can have the email  self-destruct or disappear
after a defined number of views or after a certain time period.

      BigString  currently  offers services  equivalent to those provided by its
competitors,  such as  anti-spam,  anti-virus,  non-printable,  add  and  delete
attachments, opened report, set number of views and secure email, in addition to
our erasable, recallable and self destroying applications.

      Products Offered - BigString currently offers to its customers one of four
varying packages:

      o     BigString Free (No Charge).

      o     BigString Plus ($17.95 per year).

      o     BigString Premium ($29.95 per year).

      o     BigString Business ($149.95 per year).

      BigString  Free comes with 5 MB of storage  and  permits  the user to send
twenty  emails per month.  It is accessed  by the user  through the web and each
user is given one  address.  BigString  Plus comes with 50 MB of storage and the
user can send 300 emails per month  through  this  package.  It also is accessed
through the web and each user is given one address. BigString Premium comes with
250 MB of  storage  and an  unlimited  number of emails  may be sent by the user
through  this  package.  It also is accessed by the user  through the web or the
user can select to use a  standard  email  client  such as Outlook or Eudora and
each user is provided  one  address.  BigString  Business  is the most  complete
package  offered by BigString.  BigString  Business comes with a component where
BigString will act as the user's domain host. In


                                       2
<PAGE>

addition, this package provides five email addresses,  with more available at an
additional cost. Further,  business users can send an unlimited number of emails
and have 250 MB of storage  available per address with more storage available at
additional costs to the customer.

      As of March 15, 2006, there were 46,897 subscribers to BigString Free, 138
subscribers to BigString  Plus,  762  subscribers  to BigString  Premium,  and 6
subscribers to BigString Business.

      Technical and Customer  Support - Customer  support for BigString's  email
service and products is available in two different ways:

      o     Email  Support.  The  ability  for  customers  to contact  BigString
            support through email.

      o     Phone  Support.  The  ability  for  customers  to contact  BigString
            support via the telephone.

      Historically,  the  customers of  BigString's  services and products  have
required  very  little  support.  BigString  continuously  reviews  its  support
capabilities and updates and enhances such capabilities to meet the needs of the
users of its products and services.  In the future,  BigString may outsource the
support of its products and services to cost  effective  call centers or service
providers.

      Also available on the BigString  website is a Frequently  Asked  Questions
section and  BigString is currently  composing a  comprehensive  BigString  User
Guide. We believe that BigString's  Frequently  Asked Questions  section usually
can resolve most of a user's  problems.  As our business  grows and we introduce
new products or  enhancements  to existing  products,  we expect our  Frequently
Asked Questions section to be updated on a continuous basis.

Market Affiliations

      We affiliate with other Internet companies,  such as ValueClick,  Inc. and
LinkShare Corporation,  regarding  advertisements and other marketing promotions
which can be accessed through our website. Through these marketing affiliations,
advertisements,  such as  banner  ads,  are  posted  on our  website  and may be
accessed  by our  users.  In  addition,  advertising  websites  may be  accessed
directly  through our  website.  Generally,  we do not  contract  directly  with
advertisers,  but rather  those  advertisers  post on our  website  through  our
marketing affiliates. Our marketing affiliates are obligated to pay us a portion
of the revenue they receive from  advertisers,  as compensation  for BigString's
sale of promotional space on its website.

      Generally, we generate revenue when our users access the advertisements or
advertising  websites  and  purchase  products and  services.  In  addition,  we
sometimes   generate  revenue  based  on  the  number  of  our  users  accessing
advertisements and advertisers' websites.

Rewards Programs

      Email Rewards Program.  We recently introduced an email rewards program on
our website.  Pursuant to this program, we will share any revenue generated from
advertising  and  marketing  affiliations  with the "active  users" of our email
services, which are defined as those


                                       3
<PAGE>

users who are registered  email  subscribers  and have logged onto their account
within 30 days of the date that the revenue is received.  "Active users" consist
of both paying and non-paying users of our email services.  Fifty percent of the
revenue   generated  from  advertising  and  marketing   affiliations   will  be
distributed  to the  "active  users"  in  amounts  that  will be  determined  by
BigString and based on the registered subscriber's status (i.e., BigString Free,
BigString  Plus,  BigString  Premium or  BigString  Business),  and up to twenty
percent of such revenue will be  distributed as referral fees to those users who
participated in the referral of the source of the advertising revenue.

      Shopper  Rewards  Program.  In addition to our email rewards  program,  we
offer a shopper rewards program.  A user of our email services who shops through
our website  will share in the revenue  received by us as a result of the user's
purchases.  Fifty percent of the advertising revenue generated from the purchase
of a product through BigString's website will be distributed to the purchaser of
such product,  and up to twenty  percent of such revenue will be  distributed as
referral fees to those users who  participated  in the referral of the source of
the  advertising  revenue.  The user  does not  have to be an  "active  user" to
benefit from this program.

Protection of Proprietary Rights

      We rely on a combination of U.S. and foreign patent, copyright,  trademark
and trade  secret  laws to  establish  and protect our  proprietary  rights.  In
particular,  we rely  upon our  patent  application  for  Universal  Recallable,
Erasable,  Secure and Timed Delivery Email,  Serial No. 10/827,199;  our service
mark for the word  "BigString,  Serial No.  78336856;  and the protection to our
proprietary  information  afforded by the Lanham Act of 1946,  15 U.S.C.  ss.ss.
1051-1127;  the Economic Espionage Act of 1996, 18 U.S.C.  ss.1832;  the Uniform
Trade  Secrets  Act; as well as by  common-law.  If issued by the United  States
Patent and Trademark Offices, the patent for Universal Recallable,  Erasable and
Timed  Delivery  Email will expire 20 years for the date our patent  application
was filed or on April 18, 2024.  Our service mark will not expire  provided that
we  continue  make  routine  filings to keep it current  with the United  States
Patent and Trademark Office.

      Under the U.S. patent laws, our rights to the intellectual  property which
is the subject of our patent  application  may not be infringed  upon by a third
party. As we have applied for a patent, we may assert  provisional  rights as to
the intellectual  property  covered  thereby.  BigString may obtain a reasonable
royalty from a third party that  infringes  on an  application  claim,  provided
actual  notice is given to the third party by BigString and a patent issues from
the application with a substantially identical claim.

Market

      We currently  market to Internet users who seek to utilize the Internet as
their source for e-mail  services.  Generally,  our products and services can be
readily accessed through the Internet and thus from virtually anywhere where the
Internet is accessible.  BigString seeks to reward the users of its products and
services by sharing its advertising based revenues with them.


                                       4
<PAGE>

Competition

      We  have  existing   competitors  for  our  businesses  who  have  greater
financial,  personnel and other  resources,  longer  operating  histories,  more
technological   expertise,   more   recognizable   names  and  more  established
relationships  in industries that we currently serve or may serve in the future.
Increased competition,  our inability to compete successfully against current or
future  competitors,  pricing  pressures or loss of market share could result in
increased costs and reduced  operating  margins,  which could harm our business,
operating results, financial condition and future prospects. Many of these firms
are well  established,  have  reputations  for  success  and have  significantly
greater financial, marketing, distribution,  personnel, and other resources than
us.  Further,  we may experience  price  competition,  and this  competition may
adversely  affect our financial  position and results of operations or adversely
affect our revenues and profitability.

      The markets for our services are highly competitive. With limited barriers
to entry we believe the  competitive  landscape  will  continue to increase both
from new  entrants  to the market as well as from  existing  players.  We remain
focused on delivering  better,  more advanced and  innovative  services than our
competitors.

Employees

      We currently have seven full time employees and three part time employees.
We believe that our relationship  with these employees is satisfactory.  We have
not suffered any labor problems since our inception.

Government Regulation

      We do not currently  face direct  regulation by any  governmental  agency,
other than laws and regulations generally applicable to businesses.

      Due to the increasing  popularity and use of the Internet,  it is possible
that a number of laws and regulations may be adopted in the U.S. and abroad with
particular  applicability to the Internet.  It is possible that governments will
enact  legislation  that  may be  applicable  to us in areas  including  network
security, encryption, data and privacy protection,  electronic authentication or
"digital" signatures,  access charges and retransmission  activities.  Moreover,
the  applicability  to the Internet of existing laws governing  issues including
property  ownership,  content,  taxation,  defamation  and  personal  privacy is
uncertain.

      The majority of laws that  currently  regulate  the Internet  were adopted
before the  widespread  use and  commercialization  of the  Internet  and,  as a
result,  do not  contemplate  or address the unique  issues of the  Internet and
related  technologies.  Any export or import  restrictions,  new  legislation or
regulation or  governmental  enforcement of existing  regulations  may limit the
growth of the  Internet,  increase  our cost of doing  business or increase  our
legal exposure. Any of these factors could have a material adverse effect on our
business, financial condition and results of operations.

      Violations  of local  laws may be  alleged  or charged by state or foreign
governments,  and we may  unintentionally  violate local laws. Local laws may be
modified,  or new laws enacted,  in the future.  Any of these developments could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.


                                       5
<PAGE>

Item 2. Description of Property
        -----------------------

      We occupy space at 3 Harding  Road,  Suite F, Red Bank,  New Jersey 07701.
Our Red Bank office has  approximately  1,200 square feet of office  space.  Our
operating lease for these premises  expires on May 31, 2007. The current monthly
occupancy rate is $1,800.  We believe this facility will be adequate to meet our
requirements for the foreseeable future and that suitable  additional space will
be available if needed.

      We also occupy office space at 113 W. Dawes,  Suite 111,  Bixby,  Oklahoma
74008. Our Bixby,  Oklahoma office has  approximately  550 square feet of office
space.  The term of our operating  lease for these premises  expired on December
31, 2005, and such operating lease has continued  thereafter on a month to month
basis. The current monthly occupancy rate is $400. We believe that this facility
will be adequate to support our  Oklahoma-based  operations  and, if  necessary,
there  are  other  suitable  facilities  in the area  which  could  support  our
Oklahoma-based operations.

Item 3. Legal Proceedings
        -----------------

      We are not a party to, and none of our  property  is the  subject  of, any
pending  legal  proceedings.  To our  knowledge,  no  governmental  authority is
contemplating any such proceedings.

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

         None.


                                       6
<PAGE>

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
        Issuer Purchases of Equity Securities
        ------------------------------------------------------------------------

Market Information

      There is currently no trading  market for our common stock.  We anticipate
that our common  stock will be  sponsored  by one or more  participating  market
makers for quotation on the Nasdaq Over-the-Counter Bulletin Board ("OTCBB"). In
that connection,  vFinance Investment, Inc. has submitted a Form 211 Application
to the NASD with respect to our common stock. It is our  understanding  that the
Form 211 Application is currently under review by the NASD.  Notwithstanding the
forgoing, no assurance can be given at this time that vFinance Investments' Form
211 Application  will be approved by the NASD or that  BigString's  common stock
will be quoted on the OTCBB.

      As of March 15, 2006,  the  approximate  number of  registered  holders of
BigString's common stock was 100.

Dividends

      It is anticipated  that cash dividends will not be declared on BigString's
common stock in the  foreseeable  future.  Our dividend policy is subject to the
discretion  of our board of  directors  and  depends  upon a number of  factors,
including   operating   results,   financial   condition  and  general  business
conditions. Holders of common stock are entitled to receive dividends as, if and
when declared by our board of directors out of funds legally available therefor.
We may pay cash dividends if net income  available to  stockholders  fully funds
the  proposed  dividends,  and  the  expected  rate  of  earnings  retention  is
consistent with capital needs, asset quality and overall financial condition.

Details of Issuance of Shares of Our Common Stock to Investors

      During 2005, BigString raised approximately  $1,750,000 though the private
placement of 922,000 shares of its common stock at a per share purchase price of
$0.25, and 9,448,125 shares of its common stock at a per share purchase price of
$0.16.  These  shares of common  stock were issued in reliance on the  exemption
from  registration  provided by Rule 506 of Regulation D of the Securities  Act.
BigString  will use the proceeds from these  private  placements to continue the
development of its email service through the addition of new features as well as
the  enhancement  of existing  features.  BigString  also  contemplates  using a
portion of the proceeds to increase exposure of the BigString email services and
website through general advertisements and other marketing promotions.

      More Specifically:

      On April 15,  2005,  we sold  882,000  shares of common stock to Harvey M.
Goldfarb,  Marc Dutton,  Stephen C. Nitti,  Barbara  Musco,  Susan  Baran,  Adam
Schaffer,  Jeffrey  Kay and Lee  Rosenberg.  These  shares were sold at $.25 per
share. The total proceeds received by BigString as a result of the sale of these
shares was $220,500.


                                       7
<PAGE>

      On June 29, 2005,  we sold 40,000  shares of common stock to Adam Schaffer
and Jeffrey Kay.  These shares were sold at $.25 per share.  The total  proceeds
received by BigString as a result of the sale of these shares was $10,000.

      On July 20,  2005,  we sold  6,206,250  shares of common  stock to Barbara
Musco, Thomas Shields, Nicholas Codispoti,  Nicholas Codispoti, IRA Account, the
Codispoti Foundation,  Dean G. Corsones,  Jon M. Conahan,  Theodore Fadool, Jr.,
David A. Arledge,  David Matthew  Arledge,  Charles Scott  Guerrieri and Todd M.
Ross. These shares were sold at $.16 per share.  The total proceeds  received by
BigString as a result of the sale of these shares was $993,000.

      On July 31,  2005,  we sold  116,875  shares of  common  stock to the Herd
Family  Partnership,  Sara Pasquarello,  Ronald Herd and Glen Herd. These shares
were sold at $.16 per share.  The total  proceeds  received  by  BigString  as a
result of the sale of these shares was $18,700.

      On August 10, 2005, we sold  3,125,000  shares of common stock to James R.
Kaufman and Barbara Kaufman, Shefts Family LP, Marc Sandusky,  Jeffrey M. Barber
and Jo Ann Barber,  Michael Dewhurst,  David and Kim Prado, Joel Marcus, Richard
and George Petrone,  AJW New Millennium  Offshore,  LTD, AJW Partners,  LLC, AJW
Qualified Partners, LLC, New Millennium Capital Partners II, LLC and Mark Yutko.
These  shares  were sold at $.16 per  share.  The  total  proceeds  received  by
BigString as a result of the sale of these shares was $500,000.

Details of Issuance of Shares of Our Common Stock in  Connection  With  Advisory
Services

      We periodically  issue shares of our common stock in lieu of cash payments
to consultants.

      On April 15,  2005,  we issued  50,000  shares  to  Barbara  Musco for her
provision of business advisory services. The shares issued for advisory services
were  valued at $.25 per share.  All of these  shares were issued in reliance on
the exemption from registration  provided by Section 4(2) of the Securities Act.
BigString  accounts  for  the  services  using  the  fair  market  value  of the
consideration  issued.  BigString  recorded  compensation  expense of $12,500 in
connection with the issuance of these shares.

Grant and Exercise of Warrants

      On June 15,  2004,  we granted to three  consultants,  Paul  Levis,  Steve
Hoffman and H. Joseph Sgroi, as payment for advisory services, three warrants to
purchase an aggregate of 60,000  shares of common stock at an exercise  price of
$.25 per share.  Each of these warrants is set to expire on January 1, 2007. The
warrants vested immediately and are non-forfeitable. The value of these warrants
was estimated on the date of grant using the Black-Scholes option-pricing model.
Two of these  warrants for 45,000 shares of common stock were exercised in 2005.
The total  proceeds  realized as a result of the exercise of these  warrants was
$11,250. These warrants and the shares issued thereunder were granted or issued,
as the case may be, in reliance on the exemption from  registration  provided by
Section 4(2) of the Securities Act.

      On January  1, 2005,  we granted  to two  consultants,  Paul  Quintal  and
Barbara  Musco,  as payment for advisory  services,  two warrants to purchase an
aggregate  of 100,00  shares of common  stock at an  exercise  price of $.25 per
share. Each of these warrants is set to expire on


                                       8
<PAGE>

January 1, 2007. The warrants  vested  immediately and are non-forfeitable.  The
value  of  these  warrants  was  estimated  on  the  date  of  grant  using  the
Black-Scholes  option-pricing  model. These warrants were granted in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act.

      On September  23, 2005,  we granted to a  consultant,  Shefts  Associates,
Inc., as payment for advisory  services,  two  warrants.  One warrant is for the
purchase of 1,246,707  shares of common stock with a per share exercise price of
$0.16,  and the second warrant is for the purchase of 1,196,838 shares of common
stock with a per share exercise price of $0.20. Each of these warrants is set to
expire  on  September  23,  2010.  The  warrants  vested   immediately  and  are
non-forfeitable.  The value of these warrants was estimated on the date of grant
using the  Black-Scholes  option-pricing  model.  These warrants were issued in
reliance on the  exemption  from  registration  provided by Section  4(2) of the
Securities Act.

Repurchase of Our Shares of Common Stock

      BigString  did not  repurchase  any shares of its common  stock during the
period covered by this report.


                                       9
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
        ---------------------------------------------------------

      The  following  plan of  operation  is intended  to  describe  BigString's
anticipated  plan of operation for the year ended December 31, 2006. In addition
to our plan of operation,  we have provided below  information about BigString's
financial  condition and results of operations  for the years ended December 31,
2005 and 2004. This  information  should be read in conjunction with BigString's
audited consolidated  financial statements for the years ended December 31, 2005
and 2004,  and the period October 8, 2003 (Date of Formation)  through  December
31, 2005,  including the related notes thereto,  which are included on pages F-2
through F-17 of this report.

Background

      BigString  was  incorporated  in the State of  Delaware on October 8, 2003
under the name  "Recall  Mail  Corporation."  The  company's  name was  formally
changed to BigString  Corporation in July 2005.  BigString was formed,  together
with Email Emissary, incorporated in the State of Oklahoma on August 7, 2003, to
develop  technology  that  would  allow  the  user  of  email  services  to have
comprehensive  control,  security and privacy relating to the email generated by
the user.  Email  Emissary  was later  acquired by BigString in July 2004 and is
currently a subsidiary of BigString.

Development Stage Company

      BigString is considered a development  stage  enterprise as defined in the
Financial  Accounting Standards Board Statement No. 7, "Accounting and Reporting
for  Development  Stage  Companies."  BigString  has  limited  revenue  to date,
continues to raise capital and there is no assurance that  ultimately  BigString
will achieve a profitable level of operations.

Overview

      In order for us to grow our  business  and  increase  our  revenue,  it is
critical  for us to attract and retain new  customers.  For us to  increase  our
revenue,  we need to establish a large customer base. The more users of our free
email services provides us with more opportunities to sell our premium services,
which could result in increased revenue. In addition,  a large customer base may
attract other Internet based  advertising  and marketing firms to affiliate with
us, which would result in increased advertising revenues.

      Certain criteria we review to measure our performance are set forth below:

            o     the number of first time users of our email services;

            o     the number of repeated users of our email services;

            o     the number of pages of our website viewed by a user;

            o     the number of free accounts;

            o     the number of paid accounts;

                                       10
<PAGE>

            o     the number of users of our free email  services  who  purchase
                  one of our premium product packages;

            o     the length of time  between the  activation  of a free account
                  and the conversion to a paid account;

            o     the number of paying customers at each product level; and

            o     the  retention  rate of  customers,  including  the  number of
                  account closures and the number of refund requests.

Critical Accounting Policies

      Our  discussion  and analysis of our  financial  condition  and results of
operations are based upon BigString's  consolidated financial statements,  which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America. The preparation of these consolidated financial
statements  requires  BigString to make  estimates and judgments that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure of contingent assets and liabilities. On an on-going basis, BigString
evaluates its estimates,  including those related to intangible  assets,  income
taxes  and  contingencies  and  litigation.  BigString  bases its  estimates  on
historical  expenses  and  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  may differ  from these
estimates under different assumptions or conditions.

      BigString believes the following critical  accounting  policies affect its
more  significant  judgments  and  estimates  used  in  the  preparation  of its
consolidated financial statements.

      Revenue  Recognition.  BigString  derives  revenue  from online  services,
electronic  commerce,  advertising  and data network  services.  BigString  also
derives revenue from marketing affiliations.

      BigString  recognizes online service revenue over the period that services
are provided.  Other revenues,  which consist principally of electronic commerce
and  advertising  revenues,  as well  as  data  network  service  revenues,  are
recognized as the services are performed. Unearned revenue consists primarily of
prepaid electronic commerce and advertising fees and annual prepaid subscription
fees billed in advance.

      Consistent with the provisions of EITF Issue No. 99-19, "Reporting Revenue
Gross As A Principal Versus Net As An Agent," BigString  recognizes revenue as a
principal from  advertising  and marketing  affiliations.  BigString  shares any
revenue  generated from advertising and marketing  affiliations with the "active
users" of its email services, as defined. Fifty percent of the revenue generated
from advertising and marketing  affiliations  will be distributed to the "active
users"  in  amounts  that  will be  determined  by  BigString  and  based on the
registered  subscriber's status and up to twenty percent of such revenue will be
distributed  as referral  fees to those users who  participated  in the referral
source of the advertising revenue.  Accordingly,  corresponding distributions to
"active users" and referral fees are recorded as a component of cost of revenue.


                                       11
<PAGE>

      Stock-Based  Compensation.  BigString issues shares of its common stock to
non-employees as stock-based  compensation.  BigString accounts for the services
using the fair market value of the consideration issued.

      Intangible Assets. The valuation of intangible assets have been determined
by  management  after  considering  a number of  factors.  On an  annual  basis,
BigString tests for impairment.  If the carrying value of the intangible  assets
exceeds the  undiscounted  value of estimated  future cash flows, the intangible
asset  would be  adjusted  to its fair  value and an  impairment  loss  would be
charged to operations in the period identified.

      Should the impairment loss be significant,  the charge to operations could
have a  material  adverse  effect  on  BigString's  results  of  operations  and
financial condition.

Plan of Operation

      For the year  ended  December  31,  2005,  we had  $6,747 in  revenue  and
$2,125,847 in expenses,  including  amortization expense of $960,000 relating to
the  amortization  of the intangible  assets (patent  application and trademark)
acquired by  BigString  through its  acquisition  of Email  Emissary on July 16,
2004, as we continued to introduce  our BigString  email service and products to
the market through general  advertising and newspaper and magazine  articles and
television stories about BigString and our services and products, and registered
shares of our common  stock for the selling  stockholders.  Our net loss for the
year ended December 31, 2005 was $2,102,587.

      For the year  ended  December  31,  2004,  we had  $5,762 in  revenue  and
$735,333 in expenses, including amortization expense of $440,281 relating to the
amortization  of  the  intangible  assets  (patent  application  and  trademark)
acquired by  BigString  through its  acquisition  of Email  Emissary on July 16,
2004, as we introduced  our BigString  email services and products to the market
in  March  2004  and  continued   developing   such  service  and  products  and
implementing our marketing strategies.  Our net loss for the year ended December
31, 2004 was $729,536.

      As we grow, our operating  expenses will increase in connection with sales
and   marketing,   technology   licensing  and   development   and  general  and
administrative needs to support our growth. Therefore, our plan of operation for
the year ending December 31, 2006 includes:

      o Increased  sales and marketing  expenses.  Sales and marketing  expenses
consist  primarily of  compensation  for sales and  marketing  persons and costs
associated with travel, public relations, sales and other promotional materials,
trade shows, advertising and other sales and marketing programs. During the year
ending  December 31,  2006,  we expect to expend  approximately  $250,000 on our
sales and marketing promotions,  including a comprehensive  advertising campaign
to promote our BigString email service and products. As part of this advertising
campaign,  which  concluded in early  December  2005, we expended  approximately
$117,000  on  thirteen  weeks of  advertising  on the Kim  Komando  radio  show,
newsletter and website.  We have also entered into an agreement with  Chesapeake
Media for the placement of radio and television commercials about us. Chesapeake
Media will be paid a fixed fee for each  customer of BigString  who  purchases a
premium  package  through a promotion  broadcasted by Chesapeake  Media and will
receive a  percentage  of the  business  accounts  revenue  generated


                                       12
<PAGE>

from such  broadcasts  for a period of one year. We also  anticipate  hiring six
commission  based sales persons in the second  quarter of 2006. In addition,  we
employed,  as of October  3, 2005,  a new  programmer/developer  and  anticipate
hiring another 1-3 programmers/  developers during 2006.  Further,  we will hire
additional employees on an as-needed basis.

      o   Increased   general   and   administrative   expenses.   General   and
administrative  expenses  consist  primarily  of rent,  utilities,  supplies and
compensation for personnel and fees for outside  professional  advisors.  During
the year ending December 31, 2006, we expect to expend approximately $480,000 on
general  and  administrative  expenses  as we add  staff and  infrastructure  to
support our expected  business  growth.  We also expect to expend  approximately
$150,000 on legal and  accounting  costs during 2006, as a result of BigString's
compliance  with  applicable  federal and state  securities laws and the general
growth of our business.

      o Increased  research and development  expenses.  Research and development
expenses  consist  primarily of  compensation  for our technology  staff,  costs
associated with the application for our patent and other  intellectual  property
related  expenses.  We expect to expend  $100,000  on research  and  development
expenses  in the year  ending  December  31,  2006 as we continue to enhance and
modify our software technology and products.

      Except for upgrades and  enhancements to our existing  computer  equipment
and software,  we do not plan to make any significant  additions to our property
or  equipment  in 2006.  We do not  anticipate  expending  more than $75,000 for
computer  equipment and software  upgrades and  enhancements  in the year ending
December 31, 2006.

      We anticipate  that we will incur net losses for the year ending  December
31, 2006. The extent of these losses will be contingent,  in part, on the amount
of net revenue  generated  from  customers.  It is possible  that our  operating
losses  will  increase  in the future and that we will never  achieve or sustain
profitability.

      Our limited  operating  history makes predicting  future operating results
very  difficult.  We believe  that you should not rely on our current  operating
results to predict our future  performance.  You must  consider our prospects in
light of the risks,  expenses and  difficulties  encountered by companies in new
and rapidly evolving markets. We may not be successful in addressing these risks
and difficulties.

      Our actual  expenditures  and  business  plan may differ from this plan of
operation.  Our board of  directors  may decide not to pursue this plan,  or may
decide  to  modify  it based on new  information  or  limits  in the  amount  of
available financing.

Results of Operations

For the Years Ended December 31, 2005 and 2004

      Net  Loss.  For the  year  ended  December  31,  2005,  our net  loss  was
$2,102,587,  as compared to a net loss of $729,536  for the year ended  December
31, 2004, due to a $519,719  increase in  amortization  expense  relating to the
amortization  of  the  intangible  assets  (patent  application  and  trademark)
acquired by BigString  through its acquisition of Email  Emissary,  Inc. on July
16, 2004, and increased  development and  administrative  costs and professional
and consulting fees.

                                       13
<PAGE>

      Revenues.  For the year ended  December 31, 2005,  our total revenues were
$6,747,  as compared to $5,762 in revenues for the year ended December 31, 2004.
Of the revenues  generated  for the year ended  December  31,  2005,  $6,419 was
generated  from  the  purchase  of our  products  and $328  was  generated  from
advertisers, whereas all of our revenue for the year ended December 31, 2004 was
generated  from the  purchase  of our  products.  We did not  begin to  generate
revenue from the  utilization of our BigString  services and the purchase of our
products until the third quarter of 2004.

      Expenses.  Total  expenses  for the year  ended  December  31,  2005  were
$2,125,847,  a $1,390,514  increase over total expenses of $735,333  incurred in
the year ended December 31, 2004,  primarily due to an increase in  amortization
expense and increased  development  and  administrative  costs and  professional
fees. This significant  increase in expenses over the same prior year period was
primarily  attributable to a $519,719 increase in amortization  expense relating
to the amortization of the intangible assets (patent  application and trademark)
acquired by  BigString  through its  acquisition  of Email  Emissary on July 16,
2004, an increase in payroll for such period by approximately $155,821, relating
to the  staffing of six  full-time  employees  and one  part-time  employee,  an
increase in legal expenses for such period by approximately  $179,831,  relating
to our proposed transaction with UniverCell Holdings, Inc., which was terminated
prior to completion  in May of 2005,  the  registration  of our common stock for
certain of our stockholders and the preparation of BigString for compliance as a
public  reporting  company under  applicable  federal  securities  laws, and the
payment of  approximately  $199,187 in consulting fees relating to the operation
of our business.

      Interest  Income.  Interest income was $16,513 for the year ended December
31, 2005, as compared to $35 for the year ended December 2004.  This increase in
interest income was due to the significant  increase in BigString's cash balance
resulting from several private placements conducted by BigString during the year
ended December 31, 2005.

      Income  Taxes.  No tax  provision has been recorded for 2005 and 2004 as a
result of our accumulated operating losses.

For the Year Ended  December  31,  2004 and the Period  October 8, 2003 (Date of
Formation) through December 31, 2003

      Net  Loss.  For the year  ended  December  31,  2004,  our net  loss  from
operations  was  $729,536,  as  compared  to a $29,567  net loss for the  period
October 8, 2003 (Date of Formation) through December 31, 2003,  primarily due to
the  $440,281  amortization  expense  incurred  in  2004  which  relates  to the
amortization  of  the  intangible  assets  (patent  application  and  trademark)
acquired by  BigString  through its  acquisition  of Email  Emissary on July 16,
2004.  The net loss for 2004  resulted  from the  operation of  BigString  for a
twelve month  period,  whereas the net loss for 2003 resulted from the operation
of BigString for less than a three month period.

      Revenues.  For the year ended  December 31, 2004,  our total revenues were
$5,762,  as  compared  to no  revenues  for the period  October 8, 2003 (Date of
Formation)  through December 31, 2003. We did not begin to generate revenue from
the utilization of our BigString service and products until the third quarter of
2004.

      Expenses.  Total  expenses  for the year  ended  December  31,  2004  were
$735,333,  a $705,750  increase over total  expenses of $29,583  incurred in the
period October 8, 2003 (Date of
                                       14
<PAGE>

Formation) through December 31, 2003, primarily due to the $440,281 amortization
expense  incurred in 2004 which relates to the  amortization  of the  intangible
assets  (patent  application  and trademark)  acquired by BigString  through its
acquisition of Email Emissary on July 16, 2004. The total expenses for 2004 were
for a twelve  month  period,  whereas the total  expenses for 2003 were for less
than a three month period.

      Interest Income. Interest income was $35 for the year ended December 2004,
as compared  to $16 for 2003.  This  increase in interest  income was due to the
increase in BigString's cash balance  resulting from several private  placements
conducted by BigString during the year ended December 31, 2004.

      Income  Taxes.  No tax  provision has been recorded for 2004 and 2003 as a
result of our accumulated operating losses.

Liquidity and Capital Resources

      Our  operating and capital  requirements  have exceeded our cash flow from
operations  as we have been  building our  business.  Since  inception,  we have
expended approximately $1,490,482 for operating and investing activities,  which
has been primarily  funded by investments of  approximately  $2,000,000 from our
stockholders.

      Our cash balance as of the year ended  December 2005 was  $820,857,  which
was an increase of $807,049  over our cash balance of $13,808 as of December 31,
2004.  This  significant  increase to our cash balance was  attributable  to the
approximately  $1,750,000 raised by BigString through private  placements of its
common stock in 2005. Management believes the current cash balance is sufficient
to fund the current minimum level of operations for the next twelve months.  For
the next twelve months we expect to expend approximately $480,000 on general and
administrative   expenses  such  as  rent,  utilities,   supplies  and  employee
compensation,   approximately  $150,000  on  professional  and  legal  services,
approximately  $100,000 on research and development,  and approximately $250,000
on marketing. More specifically,  to implement its plan of operation,  BigString
anticipates expending approximately $82,000 per month during 2006.

      If future revenue is not sufficient to fund the growth of our business, we
may need  additional  funds.  There can be no assurance  that such funds will be
available to us or that adequate funds for our operations,  whether from debt or
equity financings, will be available when needed or on terms satisfactory to us.
Our failure to obtain adequate  additional  financing may require us to delay or
curtail some or all of our business efforts. Any additional equity financing may
involve substantial dilution to our then-existing stockholders.

      Our officers and directors have not, as of the date of this filing, loaned
any funds to  BigString.  There are no formal  commitments  or  arrangements  to
advance or loan funds to BigString or repay any such advances or loans.

                                       15
<PAGE>

Item 7. Financial Statements

      The consolidated  financial statements and supplementary data of BigString
called for by this item are submitted  under a separate  section of this report.
Reference  is made to the Index of  Financial  Statements  contained on page F-1
herein.

Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
          Financial Disclosure
          ----------------------------------------------------------------------

      None.

Item 8A. Controls and Procedures
         -----------------------

      As required by Rule 13a-15  under the  Exchange  Act, as of the end of the
period  covered by this Annual Report on Form 10-KSB,  BigString  carried out an
evaluation  of the  effectiveness  of the design and  operation  of  BigString's
disclosure  controls and  procedures.  This evaluation was carried out under the
supervision  and with the  participation  of BigString's  management,  including
BigString's   President  and  Chief  Executive  Officer  and  BigString's  Chief
Financial  Officer,  who  concluded  that  BigString's  disclosure  controls and
procedures  are effective.  There has been no significant  change in BigString's
internal  controls during the last fiscal quarter that has materially  affected,
or is reasonably likely to materially affect,  BigString's internal control over
financial reporting.

      Disclosure  controls and procedures are controls and other procedures that
are designed to ensure that information  required to be disclosed in BigString's
reports  filed or  submitted  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 in BigString's reports filed under the Exchange Act is accumulated and
communicated to management,  including  BigString's  Chief Executive Officer and
Chief Financial  Officer,  as appropriate,  to allow timely decisions  regarding
required disclosure.

Item 8B. Other Information
         -----------------

      None.


                                       16
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act
        --------------------------------------

      The  information  required  under this Item with  respect  to  BigString's
directors and executive officers is contained in BigString's Proxy Statement for
the Annual Meeting of Stockholders  scheduled to be held on May 18, 2006,  under
the captions  "Election of  Directors,"  "Compliance  with Section  16(a) of the
Securities Exchange Act" and "Executive  Officers" and is incorporated herein by
reference.

Item 10. Executive Compensation
         ----------------------

      The  information  required  under  this Item  with  respect  to  executive
compensation is contained in BigString's  Proxy Statement for the Annual Meeting
of  Stockholders  scheduled  to be held  on May  18,  2006,  under  the  caption
"Executive Compensation" and is incorporated herein by reference.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters
          ---------------------------

      The  information  required by Items  201(d) and 403 of  Regulation  S-B is
contained in BigString's  Proxy Statement for the Annual Meeting of Stockholders
scheduled to be held on May 18, 2006, under the captions "Securities  Authorized
for Issuance under Equity  Compensation  Plan" and "Principal  Stockholders  and
Security Ownership of Management" and is incorporated herein by reference.

Item 12. Certain Relationships and Related Transactions
         ----------------------------------------------

      The  information  required by this item is contained in BigString's  Proxy
Statement for the Annual Meeting of Stockholders scheduled to be held on May 18,
2006, under the caption "Certain  Relationships and Related Party  Transactions"
and is incorporated herein by reference.

Item 13. Exhibits
         --------

      Reference is made to the Index of Exhibits beginning on page E-1 herein.

Item 14. Principal Accountant Fees and Services
         --------------------------------------

      The  information  required by this item is contained in BigString's  Proxy
Statement for the Annual Meeting of Stockholders scheduled to be held on May 18,
2006,  under  the  caption  "Principal  Accountant  Fees  and  Services"  and is
incorporated herein by reference.


                                       17
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.

                                         BIGSTRING CORPORATION


Date:  March 29, 2006                 By:  /s/ Darin M. Myman
                                         --------------------------------------
                                          Darin M. Myman
                                          President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and  appoints  Darin M. Myman and Adam M. Kotkin and each of
them, his true and lawful  attorneys-in-fact and agents for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective  amendments) to this Annual Report on Form 10-KSB, and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as they might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents may lawfully do or cause to be done by virtue hereof.

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed by the following  persons in the  capacities
and on the dates stated.

<TABLE>
<CAPTION>
              Signatures                                   Title                               Date
              ----------                                   -----                               ----
<S>                                         <C>                                           <C>
           /s/ Darin M. Myman               President and Chief Executive Officer         March 29, 2006
---------------------------------------     and Director (Principal Executive
               Darin M. Myman               Officer)


                                            Chief Financial Officer and Director          March 29, 2006
                                            (Principal Financial and Accounting
           /s/ Todd M. Ross                 Officer)
---------------------------------------
             Todd M. Ross

          /s/ Adam M. Kotkin                Chief Operating Officer and Director          March 29, 2006
---------------------------------------
            Adam M. Kotkin
</TABLE>


                                       18
<PAGE>


<TABLE>
<S>                                         <C>                                           <C>
                                            Chief Technology Officer and Director         March 29, 2006
----------------------------------------
           David L. Daniels

                                .           Chief Information Officer and Director        March 29, 2006
----------------------------------------
        Charles A. Handshy, Jr.

            /s/ Marc Dutton                               Director                        March 29, 2006
----------------------------------------
              Marc Dutton

                                                          Director                        March 29, 2006
----------------------------------------
             Barbara Musco
</TABLE>


                                       19
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                              BIGSTRING CORPORATION
                                 AND SUBSIDIARY

                          (A Development Stage Company)

                        Consolidated Financial Statements

                                December 31, 2005

<TABLE>
<S>                                                                                       <C>
Report of Independent Registered Public Accounting Firm...................................F-2

Consolidated Balance Sheets at December 31, 2005 and 2004.................................F-3

Consolidated Statements of Operations for the years ended December 31, 2005 and
     2004, and the period October 8, 2003 (Date of Formation) through
     December 31, 2005....................................................................F-4

Consolidated Statements of Stockholders' Equity for the years ended December 31,
     2005 and 2004, and the period October 8, 2003
     (Date of Formation) through December 31, 2005........................................F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2005 and
     2004, and the period October 8, 2003 (Date of Formation) through
     December 31, 2005....................................................................F-7

Notes to Consolidated Financial Statements................................................F-8
</TABLE>


                                      F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
BigString Corporation
Red Bank, New Jersey

We have audited the accompanying consolidated balance sheets of BigString
Corporation (formerly Recall Mail Corporation) and subsidiary (collectively, the
"Company") (a development stage company) as of December 31, 2005 and 2004, and
the related consolidated statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2005 and 2004, and for the period October
8, 2003 (Date of Formation) through December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2005
and 2004, and the results of its operations and its cash flows for the years
ended December 31, 2005 and 2004, and for the period October 8, 2003 (Date of
Formation) through December 31, 2005, in conformity with accounting principles
generally accepted in the United States of America.


/s/ Wiener, Goodman & Company,P.C.

WIENER, GOODMAN & COMPANY, P.C.
Eatontown, New Jersey

March 17, 2006


                                      F-2
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                          ------------
                                                                       2005           2004
                                                                       ----           ----
                                     ASSETS
<S>                                                                <C>            <C>
Current assets:
    Cash and cash equivalents                                      $   820,857    $    13,808
    Prepaid expenses                                                    24,770             --
                                                                   -----------    -----------

         Total current assets                                          845,627         13,808

Property & equipment - net                                              74,460         17,356

Intangible assets - net                                              3,402,786      4,362,786

Other assets                                                             6,579          1,700
                                                                   -----------    -----------

          TOTAL ASSETS                                             $ 4,329,452    $ 4,395,650
                                                                   ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                               $    70,418    $     2,620
    Accrued expenses                                                    55,259         32,518
    Unearned revenue                                                     5,064          4,364
                                                                   -----------    -----------

      Total current liabilities                                        130,741         39,502
                                                                   -----------    -----------

Stockholders' equity:
    Preferred Stock, $.0001 par value - authorized
       1,000,000 shares; none outstanding                                   --             --
    Common stock, $.0001 par value - authorized
       249,000,000 shares in 2005 and 50,000,000 shares in 2004;
       outstanding 52,770,125 and 42,305,000
       shares, respectively                                              5,277          4,231
    Additional paid in capital                                       7,055,124      5,111,020
    Deficit accumulated during the development stage                (2,861,690)      (759,103)
                                                                   -----------    -----------

      Total stockholders' equity                                     4,198,711      4,356,148
                                                                   -----------    -----------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 4,329,452    $ 4,395,650
                                                                   ===========    ===========
</TABLE>

                See notes to consolidated financial statements.


                                      F-3
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                                                           Period
                                                                                  October 8, 2003 (Date of
                                             Year Ended            Year Ended        Formation) Through
                                          December 31, 2005    December 31, 2004      December 31, 2005
                                          -----------------    -----------------      -----------------
<S>                                          <C>                  <C>                    <C>
Net sales                                    $      6,747         $      5,762           $     12,509
                                             ------------         ------------           ------------

Costs and expenses:
    Selling, general and
       administrative expenses                  1,165,847              295,052              1,490,482
    Amortization of intangibles                   960,000              440,281              1,400,281
                                             ------------         ------------           ------------
                                                2,125,847              735,333              2,890,763
                                             ------------         ------------           ------------

Loss from operations                           (2,119,100)            (729,571)            (2,878,254)

Interest income                                    16,513                   35                 16,564
                                             ------------         ------------           ------------

Net loss                                     $ (2,102,587)        $   (729,536)          $ (2,861,690)
                                             ============         ============           ============

Loss per common share -
     basic and diluted                       $      (0.04)        $      (0.02)
                                             ============         ============

Weighted average common shares
     outstanding - basic and diluted           47,081,854           30,976,008
                                             ============         ============
</TABLE>

                See notes to consolidated financial statements.


                                      F-4
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                                                                                  Deficit
                                                                                                                Accumulated
                                                                                 Additional                       During
                                                        Common Stock              Paid-In       Subscription    Development
                                     Total       No. of Shares       Amount       Capital        Receivable        Stage
                                  -----------    -------------    -----------    -----------     -----------    ------------
<S>                               <C>              <C>            <C>            <C>             <C>            <C>
Balance, October 8, 2003          $                               $              $               $              $

Issuance of common stock
   (at $.001 per share)                            21,210,000           2,121         (2,121)             --

Contribution of capital                45,000                                         45,000              --

Sale of common stock
   (at $.25 per share)                     --          40,000               4          9,996         (10,000)

Net loss                              (29,567)                                                                      (29,567)
                                  -----------     -----------     -----------    -----------     -----------    -----------
Balance, December 31, 2003             15,433      21,250,000           2,125         52,875         (10,000)       (29,567)

Sale of common stock
   (at $.25 per share)                227,500         870,000              87        217,413          10,000

Issuance of common
   stock for services valued at $.21
   per share                           39,251         185,000              19         39,232

Issuance of common
   stock in acquisition (at
   $.24 per share)                  4,800,000      20,000,000           2,000      4,798,000

Issuance of warrants for
   services valued at $.07
   per share                            3,500                                          3,500

Net loss                             (729,536)                                                                     (729,536)
                                  -----------     -----------     -----------    -----------     -----------    -----------
Balance, December 31, 2004          4,356,148      42,305,000           4,231      5,111,020              --       (759,103)

Sale of common stock
   (at $.25 per share)                230,500         922,000              92        230,408

Exercise of warrants
   (at $.25 per share)                 11,250          45,000               4         11,246

Issuance of common
   stock for services valued at $.25
   per share                           12,500          50,000               5         12,495

Sale of common
   stock (at $.16 per share)        1,511,700       9,448,125             945      1,510,755
</TABLE>


                                      F-5
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                                         Accumulated
                                                                            Additional                      During
                                                            Common Stock      Paid-In    Subscription    Development
                                 Total       No. of Shares      Amount        Capital      Receivable        Stage
                              -----------    -------------   -----------    -----------  -------------   ------------
<S>                           <C>              <C>           <C>            <C>            <C>            <C>
Issuance of warrants for
   services valued at $.07
   per share                      179,200                                       179,200

Net loss                       (2,102,587)             --             --             --             --     (2,102,587)
                              -----------     -----------    -----------    -----------    -----------    -----------
Balance, December 31, 2005    $ 4,198,711      52,770,125    $     5,277    $ 7,055,124    $        --    $(2,861,690)
                              ===========     ===========    ===========    ===========    ===========    ===========
</TABLE>

                See notes to consolidated financial statements.


                                      F-6
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                                                                    Period
                                                                                                October 8, 2003
                                                                                              (Date of Formation)
                                                          Year Ended           Year Ended           Through
                                                       December 31, 2005    December 31, 2004  December 31, 2005
                                                       -----------------    -----------------  -----------------
<S>                                                       <C>                   <C>                <C>
Cash flows from operating activities:
      Net loss                                            $(2,102,587)          $  (729,536)       $(2,861,690)
Adjustments to reconcile net loss
   to net cash used in operating activities:
      Depreciation and amortization                           967,555               442,133          1,409,688
      Stock issued for services                                12,500                39,251             51,751
      Warrants issued for services                            179,200                 3,500            182,700
      Changes in operating assets and
         liabilities - net of acquisition:
            Increase in prepaid expenses                      (24,770)                   --            (24,770)
            Increase in accrued expenses                       90,539                28,905            125,851
            Increase in other assets                           (4,879)                   --             (6,579)
            Increase in unearned revenue                          700                 1,124              1,824
                                                          -----------           -----------        -----------
      Net cash used in operating activities                  (881,742)             (214,623)        (1,121,225)
                                                          -----------           -----------        -----------

Cash flows from investing activities:
      Purchase of property, plant and
         equipment                                            (64,659)              (19,209)           (83,868)
                                                          -----------           -----------        -----------

Cash flows from financing activities:
      Proceeds from issuance of
         common stock                                       1,753,450               227,500          2,025,950
                                                          -----------           -----------        -----------

Net increase (decrease) in cash                               807,049                (6,332)           820,857

Cash - beginning of year                                       13,808                20,140                 --
                                                          -----------           -----------        -----------

Cash - end of year                                        $   820,857           $    13,808        $   820,857
                                                          ===========           ===========        ===========

Supplementary information:
      Details of acquisition
            Fair value of assets acquired                                       $     2,790
            Fair value of liabilities assumed                                        (5,857)
            Intangibles                                                           4,803,067
                                                                                -----------
            Common stock issued to effect
               acquisition                                                      $ 4,800,000
                                                                                ===========

Financing information:
      Common stock issued for services                    $    12,500           $    39,251
                                                          ===========           ===========
      Common stock warrants issued for services           $   179,200           $     3,500
                                                          ===========           ===========
</TABLE>

                See notes to consolidated financial statements.


                                      F-7
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION
------------

BigString  Corporation  was  incorporated in the State of Delaware on October 8,
2003 under the name "Recall Mail  Corporation."  The company's name was formally
changed to  BigString  Corporation  ("BigString")  in July 2005.  BigString  was
formed to develop technology that would allow the user of email services to have
comprehensive  control,  security and privacy relating to the email generated by
the user. Email Emissary,  Inc. ("Email  Emissary") was acquired by BigString in
July 2004 and is  currently  a  subsidiary  of  BigString.  In March  2004,  the
BigString email service was introduced to the market.

BigString  is  considered  a  development  stage  enterprise  as  defined in the
Financial  Accounting  Standards Board (the "FASB") Statement No. 7, "Accounting
and Reporting for Development Stage Companies." BigString has limited revenue to
date,  continues  to raise  capital  and there is no  assurance  that ultimately
BigString will achieve a profitable level of operations.

PRINCIPLES OF CONSOLIDATION
---------------------------

The consolidated  financial statements include the accounts of BigString and its
wholly owned  subsidiary.  All intercompany  transactions and balances have been
eliminated.

USE OF ESTIMATES
----------------

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  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.  Actual  results could differ from those
estimates.

CASH EQUIVALENTS
----------------

Cash equivalents include short-term  investments in United States treasury bills
and  commercial  paper with an original  maturity  of three  months or less when
purchased. At December 31, 2005 and 2004, cash equivalents approximated $814,000
and $-0-, respectively.

CONCENTRATION OF CREDIT RISK
----------------------------

Financial  instruments which potentially  subject BigString to concentrations of
credit risk consist principally of temporary cash investments.  BigString places
its temporary cash investments with quality financial institutions.


                                      F-8
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

REVENUE RECOGNITION
-------------------

BigString derives revenue from online services, electronic commerce, advertising
and data  network  services.  BigString  also  derives  revenue  from  marketing
affiliations.

BigString  recognizes  online service  revenue over the period that services are
provided.  Other revenues,  which consist principally of electronic commerce and
advertising revenues,  as well as data network service revenues,  are recognized
as the services are performed.  Unearned revenue  consists  primarily of prepaid
electronic  commerce and advertising fees and annual prepaid  subscription  fees
billed in advance.

Consistent with the provisions of EITF Issue No. 99-19, "Reporting Revenue Gross
As A  Principal  Versus  Net As An  Agent,"  BigString  recognizes  revenue as a
principal from  advertising  and marketing  affiliations.  BigString  shares any
revenue  generated from advertising and marketing  affiliations with the "active
users" of its email services, as defined. Fifty percent of the revenue generated
from advertising and marketing  affiliations  will be distributed to the "active
users"  in  amounts  that  will be  determined  by  BigString  and  based on the
registered  subscriber's status and up to twenty percent of such revenue will be
distributed  as referral  fees to those users who  participated  in the referral
source of the advertising revenue.  Accordingly,  corresponding distributions to
"active users" and referral fees are recorded as a reduction of gross revenue.

DEPRECIATION
------------

Property,  plant and equipment are stated at cost less accumulated  depreciation
and amortization.  Depreciation and amortization are calculated  primarily using
the straight-line method over their estimated useful lives of these assets.

STOCK BASED COMPENSATION
------------------------

BigString  issues  shares  of  common  stock  to  non-employees  as  stock-based
compensation. BigString accounts for the services using the fair market value of
the  consideration  issued.  For the years  ended  December  31,  2005 and 2004,
BigString  issued 50,000 and 185,000  shares of its common stock as  stock-based
compensation  and  recorded   compensation   expense  of  $12,500  and  $39,251,
respectively.  For the  period  October  8,  2003  (Date of  Formation)  through
December  31,  2005,  BigString  recorded  compensation  expenses  of $51,751 in
connection with the issuance of these shares.


                                      F-9
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

BigString also issues stock purchase  warrants to  non-employees  as stock-based
compensation. The fair value of the stock purchase warrants are estimated on the
date of grant using the Black-Scholes  option-pricing model. For the years ended
December 31, 2005 and 2004, BigString issued 2,493,545 and 60,000 stock purchase
warrants and recorded compensation expense of $179,200 and $3,500, respectively.
For the period  October 8, 2003 (Date of Formation)  through  December 31, 2005,
BigString  recorded  compensation  expense of  $182,200 in  connection  with the
issuance of those warrants.

INCOME TAXES
------------

BigString  accounts for income taxes using an asset and liability approach under
which  deferred  income  taxes are  recognized  by  applying  enacted  tax rates
applicable to future years to the  differences  between the financial  statement
carrying amounts and the tax basis of reported assets and liabilities.

The principal items giving rise to deferred taxes are timing differences between
book  and  tax  amortization  of  intangible  assets  which  are  not  currently
deductible  for  income  tax  purposes  and  temporary   differences  caused  by
capitalization of start-up expenditures.

RESEARCH AND DEVELOPMENT
------------------------

Research and  development  costs are  expensed as incurred,  and are included in
selling,  general and administrative  expenses.  All research and development is
performed  internally  for the benefit of BigString.  BigString does not perform
such  activities for others.  BigString had software  licensing costs of $11,675
and site  development  costs of $36,250 for the year ended December 31, 2005, as
compared to software  licensing  costs of $1,731 and site  development  costs of
$51,000 for the year ended December 31, 2004.

These costs have been incurred in conjunction  with the development of the email
products  which  BigString now offers.  For the period  October 8, 2003 (Date of
Formation)  through  December  31,  2005,   BigString  had  total  research  and
development costs of $120,656.

EVALUATION OF LONG-LIVED ASSETS
-------------------------------

BigString  reviews  property,  equipment,  patents and trademarks for impairment
whenever events or changes in circumstances  indicate the carrying value may not
be  recoverable  in  accordance  with the  guidance  provided  in  Statement  of
Financial  Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." If the carrying value of the long-lived asset
exceeds the  estimated  future  undiscounted  cash flows to be generated by such
asset,  the asset  would be adjusted  to its fair value and an  impairment  loss
would be charged to operations in the period identified.


                                      F-10
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

EARNINGS (LOSS) PER COMMON SHARE
--------------------------------

Basic (loss) per common share is computed by dividing net (loss) by the weighted
average number of common shares outstanding during the specific period.  Diluted
(loss) per common  share is  computed  by  dividing  net (loss) by the  weighted
average number of common shares and potential common shares  outstanding  during
the  specified  period.  All  potentially  dilutive  securities,  which  include
outstanding warrants,  have been excluded from the computation,  as their effect
is antidilutive.

BUSINESS COMBINATIONS
---------------------

Business combinations which have been accounted for under the purchase method of
accounting  include the results of operations of the acquired  business from the
date of acquisition.  Net assets of the company acquired is recorded at its fair
value at the date of acquisition.

INTANGIBLES
-----------

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and other  Intangible
Assets."  SFAS No. 142  specifies  the  financial  accounting  and reporting for
acquired  goodwill and other intangible  assets.  Goodwill and intangible assets
that have  indefinite  useful lives are not  amortized  but rather are tested at
least  annually  for  impairment  unless  certain   impairment   indicators  are
identified.

FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------

For  financial  instruments,   including  cash,  accounts  payable  and  accrued
expenses,  it was assumed that the carry amount  approximated fair value because
of the short maturities of such instruments.

NEW FINANCIAL ACCOUNTING STANDARDS
----------------------------------

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Correction" - a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS
No. 154  applies to all  voluntary  changes in  accounting  principles.  It also
applies  to changes  required  by an  accounting  pronouncement  in the  unusual
instance that the pronouncement does not include specific transition provisions.
SFAS No. 154 requires  retrospective  application  to prior  periods'  financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change.  The statement  also carries  forward the guidance in APB Opinion No. 20
requiring  justification  of a change in  accounting  principle  on the basis of
preferability.  SFAS No. 154 is effective for accounting changes and corrections
made in fiscal years beginning after December 31, 2005. The adoption of SFAS No.
154 is not  expected  to have a  material  effect  on  BigString's  consolidated
financial position or results of operations.


                                      F-11
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

In  December  2004,   the  FASB  issued  FASB  Staff  Position   ("FAS")  109-1,
"Application of FASB Statement No. 109,  Accounting for Income Taxes, to the Tax
Deduction  on Qualified  Production  Activities  Provided by the  American  Jobs
Creation Act of 2004" to provide  guidance on the  application of FASB Statement
109 to the provision  within the American Jobs Creations Act of 2004 (the "Act")
that provides tax relief to U.S. domestic  manufacturers.  FAS 109-1 states that
the  deduction  provided for under the Act should be accounted  for as a special
deduction in accordance with Statement 109 and not as a tax rate reduction.  FAS
109-1 was  effective  upon  issuance.  The  adoption of FAS 109-1 did not have a
material  effect on BigString's  consolidated  financial  position or results of
operations.

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets," an amendment of APB Opinion No. 29. SFAS No. 153 amends APB Opinion No.
29 by eliminating the exception  under APB No. 29 for  nonmonetary  exchanges of
similar productive assets and replaces it with a general exception for exchanges
of  nonmonetary  assets that do not have  commercial  substance.  A  nonmonetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change  significantly  as a result of the exchange.  SFAS No. 153 is
effective for fiscal years  beginning  after June 15, 2005. The adoption of SFAS
No. 153 is not expected to have a material  effect on  BigString's  consolidated
financial position or results of operations.

In December 2004, FASB issued SFAS No. 123(R),  "Share Based Payment," that will
require  compensation  costs related to share-based  payment  transactions to be
recognized in the financial statements.  With limited exceptions,  the amount of
compensation  cost will be measured  based on the  grant-date  fair value of the
equity or liability  instruments  issued.  Compensation  cost will be recognized
over the period that an employee  provides  service in exchange  for the reward.
SFAS No. 123(R) is effective as to BigString as of the beginning of  BigString's
2006 fiscal year. The adoption of SFAS 123(R) is not expected to have a material
effect on BigsString's consolidated financial position or results of operations.

2. ACQUISITION

On July 16,  2004,  BigString  completed  the  acquisition  of  Email  Emissary.
BigString  purchased 100% of Email  Emissary's  stock for  20,000,000  shares of
BigString's  common stock.  BigString acquired Email Emissary to consolidate its
marketing and development operations.  The purchase price of $4,800,000 has been
allocated  to both  tangible  and  intangible  assets and  liabilities  based on
estimated  fair values.  Approximately  $4,803,000  of  identifiable  intangible
assets (patent  application  and trademark)  arose from this  transaction;  such
intangible  assets  are  being  amortized  on a  straight-line  basis  over  the
estimated economic life of five years.

This acquisition was accounted for using the purchase method of accounting, and,
accordingly,  the  results  of  operations  of Email  Emissary  is  included  in
BigString's financial statements from July 16, 2004, the date of closing.


                                      F-12
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

The following unaudited pro forma summary results of operations assume that
Email Emissary had been acquired as of January 1, 2004.

                               Year Ended December 31, 2004
               -------------------------------------------------------------
                                                                  Adjusted
                BigString     Email Emissary      Adjustment       Balance
                ---------     --------------      ----------       -------

Net sales      $     5,762    $          820      $        --    $     6,582
               ===========    ==============      ===========    ===========

Net loss       $  (729,536)   $       (7,384)(a)  $  (520,333)   $(1,257,253)
               ===========    ==============      ===========    ===========

(a) amortization from January 1, 2004 through July 16, 2004.

Proforma net loss per share                       $     (0.03)
                                                  ===========

Weighted average common shares outstanding         41,770,529
                                                  ===========

The information above is not necessarily indicative of the results of operations
that would have incurred if the acquisition  had been  consummated as of January
1, 2004.

A condensed  balance sheet of the major assets and liabilities of Email Emissary
as of the date of the acquisition is as follows:

                     Cash                     $     2,790
                     Intangible assets          4,803,067
                     Accounts payable              (5,857)
                                              -----------

                     Net assets acquired      $ 4,800,000
                                              ===========

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                   December 31,
                                                 2005         2004
                                               -------      -------
            Computer equipment and
              internal software                $79,639      $16,106
            Furniture and fixtures               4,229        3,103
                                               -------      -------
                                                83,868       19,209
            Less accumulated depreciation        9,408        1,853
                                               -------      -------
                                               $74,460      $17,356
                                               =======      =======

Depreciation expense for the years ended December 31, 2005 and 2004, and for the
period  October 8, 2003 (Date of  Formation)  through  December  31,  2005,  was
$7,555, $1,853 and $9,408, respectively.


                                      F-13
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

4. GOODWILL AND OTHER INTANGIBLES

Other  intangibles  consists of patent and trademark fees.  Amounts  assigned to
these  intangibles have been determined by management.  Management  considered a
number of factors in  determining  the  allocations,  including  an  independent
formal  appraisal.  Other  intangibles  are being  amortized  over  five  years.
Amortization  expense was $960,000,  $440,000 and $1,400,000 for the years ended
December  31,  2005 and  2004,  and for the  period  October  8,  2003  (Date of
Formation) through December 31, 2005, respectively.

Other intangible assets consist of the following:

                                                   December 31
                                               2005            2004
                                            ----------      ----------

         Patent application; Trademark      $4,803,067      $4,803,067
         Accumulated amortization            1,400,281         440,281
                                            ----------      ----------
                                            $3,402,786      $4,362,786
                                            ==========      ==========

Should the patent not be issued, BigString will write off the unamortized amount
immediately.

Estimated amortization expense for intangible assets for the next four years are
as follows:

                                                        Estimated
                  Years Ending                         Amortization
                  December 31,                            Expense
                  ------------                         -------------

                      2006                              $  961,000
                      2007                              $  961,000
                      2008                              $  961,000
                      2009                              $  521,000

5. INCOME TAXES

At December  31, 2005,  BigString  has a net  operating  loss  carry-forward  of
approximately  $2,220,000,  which expire in various years through 2017. Deferred
income taxes reflect the impact of net operating carry-forwards.  In recognition
of the  uncertainty  regarding the ultimate  amount of income tax benefits to be
derived from  BigString's  net  operating  loss  carry-forwards,  BigString  has
recorded a valuation allowance for the entire amount of the deferred tax asset.

6. COMMON STOCK

On July 18, 2005,  BigString  amended its Certificate of Incorporation to, among
other  things,  (1) change its name from Recall Mail  Corporation  to  BigString
Corporation,  and (2) increase the number of shares  BigString is  authorized to
issue from 50,000,000 shares to 250,000,000 shares,


                                      F-14
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

consisting of 249,000,000  shares of common stock,  par value $0.0001 per share,
and 1,000,000  shares of preferred stock, par value $0.0001 per share. The board
of directors has the authority, without action by the stockholders, to designate
and issue the shares of  preferred  stock in one or more series and to designate
the rights, preference and privileges of each series, any or all of which may be
greater than the rights of  BigString's  common stock.  Currently,  there are no
shares of preferred stock outstanding.

In October 2003, the month of BigString's formation, BigString issued 21,210,000
shares of its common stock,  $0.0001 par value, to principals of BigString at no
cost to the founding stockholders.

During 2003, BigString concluded a private placement of securities,  pursuant to
which it sold 40,000 shares of BigString's  common stock at a per share purchase
price of $0.25. BigString received $10,000 in gross proceeds as a result of this
private placement.

During 2004, BigString concluded a private placement of securities,  pursuant to
which it sold 870,000 shares of BigString's common stock at a per share purchase
price of $0.25.  BigString  received  $217,500 in gross  proceeds as a result of
this private placement.

For the year ended  December  31,  2005,  BigString  concluded  several  private
placements pursuant to which it sold 922,000 shares of its common stock at a per
share purchase price of $0.25 and 9,448,125  shares of its common stock at a per
share  purchase  price of  $0.16.  As a  result  of  these  private  placements,
BigString received $1,742,200 in gross proceeds.

7. STOCK COMPENSATION

During 2004,  BigString  issued warrants as payment for advisory  services.  The
warrants  provide  for  the  purchase  of  an  aggregate  of  60,000  shares  of
BigString's  common stock at an exercise price of $.25.  The warrants  expire on
January 1,  2007.  Certain  of these  warrants  were  exercised  in 2005,  which
resulted in 45,000  shares of common stock being issued to the holders  thereof.
As a result of these exercises, BigString received $11,250 in gross proceeds. In
connection with the issuance of these warrants, BigString recorded an expense of
$3,500  which is  included in the  statement  of  operations  for the year ended
December 31, 2004.  The fair value of the warrants  granted was estimated on the
date of grant using the  Black-Scholes  option-pricing  model with the following
weighted average  assumptions used: dividend yield of 0%; expected volatility of
47%; risk free rate of return of 5%; and expected life of 2 years.  The weighted
average fair value of these warrants was $0.07 per share.

On January 1, 2005,  BigString  granted warrants to two consultants,  as payment
for advisory  services.  Each warrant provides for the purchase of 50,000 shares
of  BigString's  common  stock at an exercise  price of $.25 per share.  Each of
these  warrants  is due to expire on  January 1, 2007.  In  connection  with the
issuance of these warrants,  BigString  recorded an expense of $7,400,  which is
included in BigString's  statement of operations for the year ended December 31,
2005. The fair value of the warrants  granted was estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions used: dividend yield of


                                      F-15
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

0%; expected  volatility of 47%; risk free rated return of 5%; and expected life
of two years.  The weighted  average fair value of these  warrants was $0.07 per
share.

On  September  23, 2005,  BigString  granted two  warrants to a  consultant,  as
payment  for  advisory  services.  One  warrant  provides  for the  purchase  of
1,246,707  shares of common stock with a per share exercise price of $0.16,  and
the second warrant provides for the purchase of 1,196,838 shares of common stock
with a per share  exercise  price of  $0.20.  Each of these  warrants  is due to
expire on September 23, 2010. The warrants are fully vested and non-forfeitable.
In connection with the grant of these warrants, BigString recorded an expense of
$171,800,  which is included in BigString's consolidated statement of operations
for the year ended  December  31,  2005.  The fair value of each of the warrants
granted  was   estimated   on  the  date  of  grant   using  the   Black-Scholes
option-pricing  model with the  following  weighted  average  assumptions  used:
dividend yield of 0%; expected  volatility of 47%; risk free rated return of 5%;
and  expected  life of two  years.  The  weighted  average  fair  value of these
warrants was $0.07 per share.

Information regarding the warrants issued in 2005 and 2004 is as follows:

<TABLE>
<CAPTION>
                                                  2005                              2004
                                     --------------------------------   -----------------------------
                                                          Weighted                      Weighted
                                                           Average                       Average
                                          Shares       Exercise Price      Shares     Exercise Price
                                     ---------------  ---------------   -----------  ----------------
<S>                                  <C>                    <C>            <C>            <C>
Warrants outstanding
   beginning of year                         60,000         $0.25              --         $  --
Warrants granted                          2,543,545          0.18          60,000          0.25
Warrants exercised                          (45,000)         0.25              --            --
                                         ----------         -----         -------         -----
Warrants outstanding
   end of year                            2,558,545         $0.18          60,000         $0.25
                                         ==========         =====         =======         =====

Warrant price range
   at end of year                    $0.16 to $0.25                       $  0.25
Warrant price range
   for exercised warrants                     $0.25                       $    --
Weighted average fair
   value of options granted
   during the year                            $0.07                       $  0.07
</TABLE>

The following table summarizes information about warrants outstanding at
December 31, 2005:

<TABLE>
<CAPTION>
                                                   Weighted Average
           Range of        Number Outstanding          Remaining        Weighted Average
       Exercise Prices    At December 31, 2005     Contractual Life      Exercise Price
      -----------------  ----------------------   ------------------   ------------------
<S>              <C>            <C>                     <C>                   <C>
            $0.25                 115,000               1 year                $0.25
        $0.16 to $0.20          2,443,554               4 years               $0.18
                                ---------
                                2,558,554
                                =========
</TABLE>


                                      F-16
<PAGE>

                      BIGSTRING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

8. COMMITMENTS AND CONTINGENCIES

Leases:

BigString  leases  its  facilities  which  requires  BigString  to  pay  certain
executory costs (such as insurance and maintenance). One leased facility is from
a related party.  BigString believes the terms of the lease are the same as to a
third party.

Future minimum lease payments for operating leases are approximately as follows:

                        Years Ending
                        December 31
                        -----------
                            2006                   $ 41,950
                            2007                      9,000
                                                   --------
                                                   $ 50,950
                                                   ========

Rental  expense  was  approximately  $20,400,  $16,471 and $38,851 for the years
ended  December 31, 2005 and 2004,  and for the period  October 8, 2003 (Date of
Formation) through December 31, 2005, respectively.

Consulting agreement:

On September 23, 2005,  BigString signed a one-year business consultant services
agreement with a related party. Upon signing this agreement,  the BigString paid
a $25,000  non-refundable  retainer fee to be applied  toward  monthly  invoices
until the $25,000 amount is fully used.  BigString incurred  consulting expenses
totaling  $4,947,  which are  included  in selling,  general and  administrative
expenses  in the  consolidated  statements  of  operations  for the  year  ended
December  31,  2005.  The  remaining  balance of $20,053 is  included in prepaid
expenses on BigString's December 31, 2005 balance sheet.


                                      F-17
<PAGE>

                                INDEX OF EXHIBITS

    Exhibit No.                        Description of Exhibit
    -----------                        ----------------------

       3.1.1         Certificate  of  Incorporation  of  BigString,  placed into
                     effect on October 8, 2003,  incorporated  by  reference  to
                     Exhibit  3.1.1 to the  Registration  Statement on Form SB-2
                     (Registration No.  333-127923) filed with the SEC on August
                     29, 2005.

       3.1.2         Certificate   of   Amendment   to   the    Certificate   of
                     Incorporation of BigString,  placed into effect on July 19,
                     2005,  incorporated  by reference  to Exhibit  3.1.2 to the
                     Registration  Statement  on  Form  SB-2  (Registration  No.
                     333-127923) filed with the SEC on August 29, 2005.

       3.2           Amended and Restated By-laws of BigString,  incorporated by
                     reference to Exhibit 3.2 to the  Registration  Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005.

       4.1           Specimen certificate representing BigString's common stock,
                     par value  $.0001 per share,  incorporated  by reference to
                     Exhibit  4.1 to the  Registration  Statement  on Form  SB-2
                     (Registration No.  333-127923) filed with the SEC on August
                     29, 2005.

       10.1          Registration  Rights  Agreement,  dated  August  10,  2005,
                     between  BigString and AJW New Millennium  Offshore,  Ltd.,
                     incorporated   by   reference   to  Exhibit   10.1  to  the
                     Registration  Statement  on  Form  SB-2  (Registration  No.
                     333-127923) filed with the SEC on August 29, 2005.

       10.2          Registration  Rights  Agreement,  dated  August  10,  2005,
                     between  BigString and AJW Partners,  LLC,  incorporated by
                     reference to Exhibit 10.2 to the Registration  Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005.

       10.3          Registration  Rights  Agreement,  dated  August  10,  2005,
                     between   BigString  and  AJW  Qualified   Partners,   LLC,
                     incorporated   by   reference   to  Exhibit   10.3  to  the
                     Registration  Statement  on  Form  SB-2  (Registration  No.
                     333-127923) filed with the SEC on August 29, 2005.

       10.4          Registration Rights Agreement, dated June 17, 2005, between
                     BigString  and  David  Matthew  Arledge,   incorporated  by
                     reference to Exhibit 10.4 to the Registration  Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005.

       10.5          Registration Rights Agreement, dated June 17, 2005, between
                     BigString and David A. Arledge,  incorporated  by reference
                     to Exhibit 10.5 to the Registration  Statement on Form SB-2
                     (Registration No.  333-127923) filed with the SEC on August
                     29, 2005.


                                      E-1
<PAGE>

       10.6          Registration Rights Agreement, dated July 31, 2005, between
                     BigString   and  Jeffrey  M.  Barber  and  Jo  Ann  Barber,
                     incorporated   by   reference   to  Exhibit   10.6  to  the
                     Registration  Statement  on  Form  SB-2  (Registration  No.
                     333-127923) filed with the SEC on August 29, 2005.

       10.7          Registration Rights Agreement, dated June 17, 2005, between
                     BigString and Nicholas Codispoti, incorporated by reference
                     to Exhibit 10.7 to the Registration  Statement on Form SB-2
                     (Registration No.  333-127923) filed with the SEC on August
                     29, 2005.

       10.8          Registration Rights Agreement, dated June 17, 2005, between
                     BigString and Nicholas Codispoti, IRA Account, incorporated
                     by reference to Exhibit 10.8 to the Registration  Statement
                     on Form SB-2  (Registration No.  333-127923) filed with the
                     SEC on August 29, 2005.

       10.9          Registration Rights Agreement, dated June 17, 2005, between
                     BigString  and  Nicholas  Codispoti,  President,  Codispoti
                     Foundation,  incorporated  by  reference to Exhibit 10.9 to
                     the Registration  Statement on Form SB-2  (Registration No.
                     333-127923) filed with the SEC on August 29, 2005.

       10.10         Registration Rights Agreement, dated June 17, 2005, between
                     BigString and Jon M. Conahan,  incorporated by reference to
                     Exhibit  10.10 to the  Registration  Statement on Form SB-2
                     (Registration No.  333-127923) filed with the SEC on August
                     29, 2005.

       10.11         Registration Rights Agreement, dated July 31, 2005, between
                     BigString and Michael  Dewhurst,  incorporated by reference
                     to Exhibit 10.11 to the Registration Statement on Form SB-2
                     (Registration No.  333-127923) filed with the SEC on August
                     29, 2005.

       10.12         Registration Rights Agreement, dated June 17, 2005, between
                     BigString  and  Theodore  Fadool,   Jr.,   incorporated  by
                     reference to Exhibit 10.12 to the Registration Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005

       10.13         Registration Rights Agreement, dated June 17, 2005, between
                     BigString  and  Charles  S.   Guerrieri,   incorporated  by
                     reference to Exhibit 10.13 to the Registration Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005.

       10.14         Registration  Rights  Agreement,   dated  August  9,  2005,
                     between   BigString  and  James  R.  Kauffman  and  Barbara
                     Kauffman, incorporated by reference to Exhibit 10.14 to the
                     Registration  Statement  on  Form  SB-2  (Registration  No.
                     333-127923) filed with the SEC on August 29, 2005.


                                      E-2
<PAGE>

       10.15         Registration Rights Agreement, dated July 31, 2005, between
                     BigString  and Joel  Marcus,  incorporated  by reference to
                     Exhibit  10.15 to the  Registration  Statement on Form SB-2
                     (Registration No.  333-127923) filed with the SEC on August
                     29, 2005.

       10.16         Registration  Rights  Agreement,  dated  August  10,  2005,
                     between  BigString and New Millennium  Capital Partners II,
                     LLC,  incorporated  by  reference  to Exhibit  10.16 to the
                     Registration  Statement  on  Form  SB-2  (Registration  No.
                     333-127923) filed with the SEC on August 29, 2005.

       10.17         Registration Rights Agreement, dated July 31, 2005, between
                     BigString and Richard and Georgia Petrone,  incorporated by
                     reference to Exhibit 10.17 to the Registration Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005.

       10.18         Registration Rights Agreement, dated July 31, 2005, between
                     BigString  and  David  and  Kim  Prado,   incorporated   by
                     reference to Exhibit 10.18 to the Registration Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005.

       10.19         Registration  Rights  Agreement,   dated  August  4,  2005,
                     between  BigString  and  Marc  Sandusky,   incorporated  by
                     reference to Exhibit 10.19 to the Registration Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005.

       10.20         Registration  Rights  Agreement,   dated  August  6,  2005,
                     between  BigString  and Shefts Family LP,  incorporated  by
                     reference to Exhibit 10.20 to the Registration Statement on
                     Form SB-2  (Registration No. 333-127923) filed with the SEC
                     on August 29, 2005.

       10.21         Registration Rights Agreement, dated June 17, 2005, between
                     BigString and Thomas Shields,  incorporated by reference to
                     Exhibit  10.21 to the  Registration  Statement on Form SB-2
                     (Registration No.  333-127923) filed with the SEC on August
                     29, 2005.

       10.23         Indenture  of  Lease  between  BigString,  as  Tenant,  and
                     INTERNETworks,  as Landlord,  dated June 15, 2005,  for the
                     premises  located  at  113  W.  Dawes,  Suite  111,  Bixby,
                     Oklahoma 74008,  incorporated by reference to Exhibit 10.23
                     to the  Registration  Statement on Form SB-2  (Registration
                     No. 333-127923) filed with the SEC on August 29, 2005.


                                      E-3
<PAGE>

       10.24         Agreement,  dated December 1, 2005, by and among  BigString
                     and the following selling stockholders:  AJW New Millennium
                     Offshore,  Ltd., AJW Qualified Partners, LLC, AJW Partners,
                     LLC,  David M.  Adredge,  David A.  Arledge,  Susan  Baran,
                     Jeffrey M.  Barber and JoAnn  Barber,  Nicholas  Codispoti,
                     Nicholas  Codispoti,  IRA,  Codispoti  Foundation,  Jon  M.
                     Conahan, Dean G. Corsones,  Michael Dewhurst,  Marc Dutton,
                     Theodore  Fadool,  Jr., Howard Greene,  Harvey M. Goldfarb,
                     Charles  S.  Guerrieri,  Brenda L. Herd and Glenn A.  Herd,
                     Herd Family  Partnership,  Ronald C. Herd and Michele Herd,
                     Steven  Hoffman,  James R.  Kaufman  and  Barbara  Kaufman,
                     Jeffrey Kay and Lisa Kay, Gerald Kotkin, Paul A. Levis PSP,
                     Joel  Marcus,  Barbara A. Musco and Barrie E. Bazar,  Craig
                     Myman,  New  Millennium  Capital  Partners II, LLC,  Alfred
                     Pantaleone,  Sara R.  Pasquarello,  Richard P.  Petrone and
                     George Petrone,  David Prado and Kim Prado,  Lee Rosenberg,
                     Todd M. Ross,  Marc  Sandusky,  Adam  Schaffer,  H.  Joseph
                     Sgroi, Shefts Family LP, Thomas Shields, Mark Yuko, Bradley
                     Zelenitz and Shefts Associates, Inc.

       10.25         Stock  Purchase  Agreement,  dated July 16,  2004,  between
                     BigString and Darin M. Myman,  incorporated by reference to
                     Exhibit  10.25  to  Amendment  No.  1 to  the  Registration
                     Statement on Form SB-2  (Registration No. 333-127923) filed
                     with the SEC on October 21, 2005.

       10.26         Stock  Purchase  Agreement,  dated July 16,  2004,  between
                     BigString and David L. Daniels,  incorporated  by reference
                     to Exhibit  10.26 to  Amendment  No. 1 to the  Registration
                     Statement on Form SB-2  (Registration No. 333-127923) filed
                     with the SEC on October 21, 2005.

       10.27         Stock  Purchase  Agreement,  dated July 16,  2004,  between
                     BigString and Deborah K. Daniels, incorporated by reference
                     to Exhibit  10.27 to  Amendment  No. 1 to the  Registration
                     Statement on Form SB-2  (Registration No. 333-127923) filed
                     with the SEC on October 21, 2005.

       10.28         Stock  Purchase  Agreement,  dated July 16,  2004,  between
                     BigString  and Charles A.  Handshy,  Jr.,  incorporated  by
                     reference  to  Exhibit  10.28  to  Amendment  No.  1 to the
                     Registration  Statement  on  Form  SB-2  (Registration  No.
                     333-127923) filed with the SEC on October 21, 2005.

       10.29         Stock  Purchase  Agreement,  dated July 16,  2004,  between
                     BigString and June E. Handshy, incorporated by reference to
                     Exhibit  10.29  to  Amendment  No.  1 to  the  Registration
                     Statement on Form SB-2  (Registration No. 333-127923) filed
                     with the SEC on October 21, 2005.

       10.30         Business  Consultant  Services  Agreement  by  and  between
                     BigString and Shefts  Association,  Inc.,  incorporated  by
                     reference  to  Exhibit  10.30  to  Amendment  No.  1 to the
                     Registration  Statement  on  Form  SB-2  (Registration  No.
                     333-127923) filed with the SEC on October 21, 2005.


                                      E-4
<PAGE>

       10.31         Lease between  BigString,  as Tenant, and Walter Zimmerer &
                     Son, as Landlord,  dated November 1, 2005, for the premises
                     located at 3 Harding  Road,  Suite F, Red Bank,  New Jersey
                     07701,  incorporated  by  reference  to  Exhibit  10.31  to
                     Amendment No. 2 to the Registration  Statement on Form SB-2
                     (Registration  No.   333-127923)  filed  with  the  SEC  on
                     December 8, 2005.

       14.1          Code of Ethics of BigString.

       21.1          Subsidiaries of BigString.

       23.1          Consent of Wiener, Goodman  and  Company, P.C., independent
                     registered public accountants, as to the report relating to
                     the consolidated financial statements of BigString.

       24.1          Powers of Attorney of officers  and  directors of BigString
                     (included in the signature page to this report).

       31.1          Section 302 Certification of Chief Executive Officer.

       31.2          Section 302 Certification of Chief Financial Officer.

       32.1          Certification  of Chief  Executive  Officer  pursuant to 18
                     U.S.C. Section 1350.

       32.2          Certification  of Chief  Financial  Officer  pursuant to 18
                     U.S.C. Section 1350.



                                      E-5