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, 2006

   |_|   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 |X| No
|_|

<PAGE>

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

      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, 2006: $14,286.

      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 21, 2007, was $11,539,643.

      As of March 21, 2007,  46,935,125 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 30,  2007.  The  Proxy
Statement will be filed with the Securities and Exchange  Commission (the "SEC")
on or before April 30, 2007.

      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 we operate,  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. 333-135837),
filed  with  the  SEC on  July  18,  2006,  and the  subsequent  amendments  and
supplements 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>
Item 1.      Description of Business ....................................................1

Item 2.      Description of Property ....................................................8

Item 3.      Legal Proceedings ..........................................................8

Item 4.      Submission of Matters to a Vote of Security Holders ........................8

PART II
-------

Item 5.      Market for Common Equity, Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities ...................9

Item 6.      Management's Discussion and Analysis or Plan of Operation .................12

Item 7.      Financial Statements ......................................................19

Item 8.      Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure ..................................................19

Item 8A.     Controls and Procedures ...................................................19

Item 8B.     Other Information .........................................................19

PART III
--------

Item 9.*     Directors, Executive Officers, Promoters, Control Persons and
             Corporate Governance; Compliance With Section 16(a) of the
             Exchange Act ..............................................................20

Item 10.*    Executive Compensation ....................................................20

Item 11.*    Security Ownership of Certain Beneficial Owners and Management and
             Related Stockholder Matters ...............................................20

Item 12.*    Certain Relationships and Related Transactions and Director
             Independence ..............................................................20

Item 13.     Exhibits ..................................................................20

Item 14.*    Principal Accountant Fees and Services ....................................20

Signatures .............................................................................21
</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 30, 2007, and is incorporated  herein by reference.  The Proxy
      Statement will be filed with the SEC on or before April 30, 2007.

<PAGE>

                                     PART I

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

Background

      BigString  Corporation  ("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 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.   BigString   currently  has  two  wholly-owned
subsidiaries, Email Emissary, Inc. ("Email Emissary") and BigString Interactive,
Inc. ("BigString Interactive").

      Email  Emissary,  incorporated in the State of Oklahoma on August 7, 2003,
was acquired by BigString in July 2004; in September, 2006, all Email Emissary's
assets, including its pending patent application, were transferred to BigString.
Email Emissary is currently inactive.

      BigString Interactive,  incorporated in the State of New Jersey on January
20, 2006, was formed by BigString to develop technology  relating to interactive
web portals.  BigString  Interactive  is currently  BigString's  only  operating
subsidiary.

      BigString has  developed an innovative  email service 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,  which includes
the  aforementioned  features plus our  proprietary  features,  we offer premium
email service products and applications such as domain/vanity  names, POP3 email
client access (a protocol used to retrieve  email from a mail server),  advanced
email  management and campaign  management  tools,  which are offered in several
different  packages at various  prices and may be  purchased by the users of our
BigString email service.

      BigString includes advertising with our email services. Advertisements are
primarily  displayed to users of our free  service.  Advertisements  customarily
include text and banner ads


                                       1
<PAGE>

and are paid  based  on a mix of  impressions,  clicks  and  actions.  BigString
currently  has  agreements  with a number  of  firms  that  provide  advertising
services.  In the future,  we may add  additional  types of  advertisements  and
additional  advertising  service  firms,  as  well  as  direct  advertisers  and
sponsors, as we increase the monetization of our user base.

      Certain internet service providers ("ISPs"),  portals, social networks and
content  providers  have started to use email as a tool to compete  against each
other. This strategy  incorporates email as part of their offering because email
is one of the most effective web  applications in bringing users back to a site,
multiple  times a day,  day after day.  Many  service  providers  have  recently
launched  beta  versions.  These beta email  developments  consist  primarily of
storage and  anti-spam/anti-virus  filters.  BigString  continuously  strives to
provide a superior user experience with features that we believe exceed those of
other providers. In addition, our unique email offering creates opportunities to
provide email services for ISPs, portals,  social networks and content providers
as a tool to increase their revenues.

      Email  marketing is a very cost  effective  form of  advertising.  The low
average  cost per lead for  email  marketing  (6% of that for  direct  mail) has
created a rapidly growing service industry. Most firms outsource email marketing
to service providers. Our new enterprise level offerings, BigString Marketer Pro
and BigString  Marketer SMB,  allow for the sending of  interactive  video email
commercials  that  can  be  programmed  to  self-destruct  at a set  time.  This
advertising  medium  permits  advertisers  to  send  video  email  messages  and
commercials to their  customers that introduce a sense of urgency and excitement
by  creating  time-sensitive  video  offers  that  self  destruct.   Interactive
self-destructing  video email commercials  enable marketers to create a call for
action that generally is not possible with traditional  email marketing.  We are
pursuing marketing  affiliations where we offer unique  capabilities to existing
email  marketers as well as outsourced  services to advertisers  seeking call to
action email marketing.  It is anticipated  that  BigString's  entrance into the
enterprise software arena will open up new revenue opportunities for BigString.

      Through our wholly-owned subsidiary,  BigString Interactive, we launched a
new  interactive  entertainment  portal in June 2006,  built around  BigString's
recallable,   erasable  and   self-destructing   email   platform.   BigString's
entertainment portal,  accessible to logged-in subscribers at www.BigString.com,
contains streaming audio and video programming.

Promotion

      We promote our email service and products through the Internet,  including
organic search, paid search,  banners,  blogs, social networks,  video and other
viral tactics,  multimedia,  print, and radio as well as through  alliances with
marketing  affiliates and programs  contained on our  interactive  entertainment
portal,  such as  DailyLOL.com,  FindItAll.com  and the OurPrisoner  interactive
Internet television program which debuted on June 14, 2006 and concluded its six
month run in December 2006.

      We recently enhanced our promotion with marketing  affiliation programs to
include private label email services.  BigString  receives  advertising  revenue
associated with these marketing  affiliations.  In conjunction with contracts to
provide email  services to marketing  affiliates,  BigString may be obligated to
make  payments,  which may  represent  a portion of


                                       2
<PAGE>

revenue, to its marketing  affiliates.  As of March 21, 2007, we had affiliation
agreements with organizations that serve over four million unique users a month.

Market Affiliations

      We enter into market  affiliations with other Internet companies regarding
advertisements and other marketing  promotions which can be accessed through our
website.  We currently have  affiliations  with  ValueClick,  Inc. and LinkShare
Corporation.  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. 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.

      We  generate  revenue  when  our  users  access  the   advertisements   or
advertising  websites  and  purchase  products and  services.  In  addition,  we
generate revenue based on the number of our users accessing  advertisements  and
advertisers'  websites.  We also  generate  revenue  based  upon the  number  of
impressions per advertisement.

Rewards Programs

      In 2006, we ended our Email Rewards Program and Shopper  Rewards  Program.
BigString  believes that our internet marketing efforts deliver a greater return
and greater  selectivity  in  targeting  market  segments.  We believe this will
result in a higher return on our marketing budget.

Products and Services

      BigString  Email  Service - BigString is a web-based,  POP3 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 executes  through
the  BigString  server  but such  execution  is  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.

      In December 2006, BigString launched its new email service, BigString Beta
2.0.  This service  provides,  at no cost to its users,  advanced  spam filters,
virus  protection  and  large-storage,  web-based  email  accounts with features
similar  to  those  offered  by  AOL(R),  Yahoo(R),  Hotmail(R),  Google(R)  and
Comcast(R).  In addition to the  equivalent  features  provided by  competitors,


                                       3
<PAGE>

BigString Beta 2.0 offers erasable, recallable and self destroying applications,
non-printable and non-forwardable emails, set time or number of views (including
'view-once')  and  masquerading  to protect the sender's  privacy and  security.
BigString  Beta 2.0 also allows a sender to view tracking  reports that indicate
when emails were opened by the  recipient,  and how many times they were viewed.
Senders can add,  change and/or delete  attachments  before or after a recipient
opened the  email.  In  addition,  BigString  Beta 2.0 allows  senders to direct
emails to disintegrate in front of their  recipient's eyes and allows senders to
create, save and send self-destructing video email.

      Products Offered - BigString  currently offers its consumer,  business and
enterprise customers one of five varying packages:

      o     BigString Free (No Charge).

      o     BigString Premium ($29.95 per year).

      o     BigString Business ($149.95+ per year).

      o     BigString  Marketer SMB (Small & Medium  Businesses)  ($499.95+  per
            year).

      o     BigString  Marketer Pro  (Enterprise  level)  ($20,000.00 per year +
            revenue share).

      BigString Free provides all the features of BigString Beta 2.0, includes 1
GB of storage  and permits the user to send  unlimited  emails per month.  It is
accessed by the user through the web as web-based  email,  or webmail,  and each
user is given one  address.  Individuals  can signup for  multiple  "disposable"
accounts.  Wizards help users import  previously saved contacts.  To personalize
their email,  users can create an alias,  create their own font, add signatures,
add pictures to both their profile and their contacts' profiles, create multiple
expire  messages,  and create custom  templates  with  editable  fields and then
access the saved templates to save time while composing messages.

      BigString  Premium  offers all the features of the BigString Free account,
plus  vanity  domains  (yourname@yourdomain.com),  POP3  access  using any email
client (such as Outlook), 2GB of storage and 30 minute video email.

      BigString  Business  offers  all the  features  of the  BigString  Premium
account, plus 10 email accounts, 20GB of storage, global filter notification and
advanced email  management.  Small and medium sized businesses can customize the
number of additional addresses and storage for an additional fee.

      BigString  Marketer Pro, released in January 2007,  provides an enterprise
marketing software application which allows for the sending of interactive video
email  commercials  that  can be  programmed  to  self-destruct  at a set  time.
Concurrently with the launch of BigString  Marketer Pro, BigString also released
its BigString  Marketer SMB as a hosted video email marketing platform for small
and medium size  businesses.  Customized  video  players,  campaign  wizards and
tracking reports deliver tools for cost effective marketing.


                                       4
<PAGE>

      With the  BigString  Beta 2.0 release in December  2006,  BigString  began
compiling new email and webpage  metrics.  From December  2006, the month of our
Beta 2.0 release,  to March 21, 2007, product usage has grown among active users
as follows:

                       Product                        Growth
                       -------                        ------

                       BigString Free                   487%

                       BigString Premium                 13%

                       BigString Business               218%

      As of March 21,  2007,  the ratio of email  account  sign-ins  to web page
visits in 2007 averaged 78%,  with 27 million  pages served.  Users  averaged 65
pages per sign-in and 141 pages per unique daily sign-in.

      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 a comprehensive  BigString User Guide.  We believe that  BigString's
Frequently Asked Questions  section and User Guide 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 and User Guide to be updated on a continuous basis.

Interactive Entertainment Portal

      In June 2006, BigString,  through its wholly-owned  subsidiary,  BigString
Interactive,  launched  a new  interactive  entertainment  portal  built  around
BigString's   recallable,   erasable  and   self-destructing   email   platform.
BigString's  entertainment  portal (which is  accessible  to logged-in  users at
www.BigString.com), contains streaming audio and video programming.

      BigString began its programming  initiative in June 2006 with the debut of
OurPrisoner,  BigString's  interactive  Internet television reality program. The
program  featured a  volunteer,  Mr.  Kieran  Vogel,  who allowed  the  Internet
audience to control every aspect of his life for six months live, on camera,  24
hours a day,  seven days a week.  Most aspects of Mr. Vogel's life in a suburban
New Jersey home were  streamed in real time and  unedited.  Through  BigString's


                                       5
<PAGE>

interactive  media  platform,  viewers voted to determine what he wore,  what he
ate, whom he dated, whom he talked to, what he watched on television, what music
he  listened  to,  and much  more.  OurPrisoner  concluded  its six month run in
December  2006.  The most popular  video clips were  archived and continue to be
accessed daily at www.OurPrisoner.com.

      In December 2006,  BigString  launched a beta version of FindItAll.com,  a
video  and  photo  search  engine  which  BigString  had  acquired  in May 2006.
FindItAll.com,  in conjunction  with the Pixsy Media Search  platform,  provides
Internet  users  a  comprehensive  search  facility  for  online  viral  videos,
television programs,  news events,  movies and movie trailers,  music videos and
other similar media.  FindItAll.com's search function allows its users to search
for photos and videos by relevance,  category,  provider or freshness,  with the
results provided in the form of thumbnail images.  This differs from traditional
search  engines  which focus  entirely  on  relevance.  The Pixsy  Media  Search
platform provides  FindItAll.com with technology that gives users the ability to
search for videos  from their  favorite  web  providers  including  YouTube(TM),
MetaCafe(TM),  Revver(R),  StupidVideos.com,  Addicting Clips(TM),  Fandango(R),
iFilm(R),  Grouper(R),  Reuters(R),  Entertainment Weekly(R),  Hollywood.com(R),
MSNBC(R), The New York Times(R), and DailyLOL.

      Also in December  2006,  BigString  acquired  DailyLOL.com,  a viral video
website that provides  humorous  videos,  games and pictures.  DailyLOL.com  was
launched as part of the company's interactive entertainment portal.

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 Office, the patent for Universal  Recallable,  Erasable and
Timed  Delivery  Email  will  expire  20 years  following  the  date our  patent
application  was filed or on April 18,  2024.  Our service  mark will not expire
provided  that we continue to make  routine  filings to keep it current with the
United States Patent and Trademark Office.

      On November 24, 2006, BigString filed an application for registration with
the United  Stated  Patent and  Trademark  Office  for the  trademark,  "World's
Coolest  Email," serial number  77/050,503.  As of March 21, 2007, the trademark
application  was  pending.

      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.


                                       6
<PAGE>

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.  Email users access  BigString's  English language site,
www.BigString.com,  on a global  basis,  24 hours a day.  As of March 31,  2007,
BigString  email users  reside in 111  countries,  compared to 60  countries  in
December 2006. The top five countries by user are: United States 61%, Canada 7%,
United  Kingdom 7%, India 3%, and  Australia  3%,  followed by Germany,  France,
Italy, the Netherlands and the United Arab Emirates.

      In January 2007,  BigString  launched Chinese versions of  BigString.com's
recallable,  erasable,  and self-destructing email and video email service. They
are available at BigString.cn. This launch has opened an enormous new market for
our  user-controllable  email.  With the launch of BigString in both traditional
and modern Chinese, the company has opened a significant avenue for further user
growth. BigString brings privacy innovations which it believes are not generally
available  to  Chinese  users  with any other  email  service.  The  recallable,
erasable and  self-destructing  features in the company's  regular email service
are available in the Chinese version.

Competition

      We  have  existing  competitors  for  our  businesses  that  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 eight full-time employees and one part-time employee. We
believe that our relationship with these employees is satisfactory.  We have not
suffered any labor problems since our inception.

Advisory Board

      In December 2006, BigString formed an Advisory Board to advise the company
on operational  matters,  such as the  implementation and operation of BigString
Beta 2.0,  DailyLOL.com and FindItAll.com,  the company's  marketing efforts and
future business


                                       7
<PAGE>

opportunities.  There are currently two members who serve on the Advisory Board,
Sidney  Braginsky,  former  President  and Chief  Operating  Officer  of Olympus
America Inc.,  Melville,  New York;  and J. Frederic  Kerrest,  former  Director
Business  Development  &  Alliances  of  Salesforce.com,  Inc.,  San  Francisco,
California.

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.

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

      We occupy space at 3 Harding  Road,  Suites E and F, Red Bank,  New Jersey
07701.  Our Red Bank  offices  have  approximately  3,750  square feet of office
space.  Our  operating  leases for these  premises  expire on May 31, 2007.  The
current  monthly  occupancy  rate is a total of $5,315.00 per month.  We believe
that  these  facilities  will be  adequate  to  meet  our  requirements  for the
foreseeable future.

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.


                                       8
<PAGE>

                                     PART II

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

Market Information

      Our common stock  commenced  quotation  on the NASDAQ OTC  Bulletin  Board
under the trading symbol "BSGC" on May 2, 2006. The following  table sets forth,
for the periods indicated, the high and low sales prices for our common stock as
reported on the NASDAQ OTC  Bulletin  Board.  Please note that this  information
reflects  inter-dealer prices,  without retail mark-up,  mark-down or commission
and may not represent actual transactions.

     Year Ended December 31, 2006                           High        Low
                                                           -----       -----
     Second Quarter (Commenced May 2, 2006)........        $0.86       $0.44
     Third Quarter.................................        $0.48       $0.25
     Fourth Quarter................................        $0.77       $0.24

      The NASDAQ OTC Bulletin Board is generally  considered to be a less active
and efficient market than the NASDAQ Global Market, the NASDAQ Capital Market or
any national exchange and will not provide investors with the liquidity that the
NASDAQ Global Market,  the NASDAQ  Capital  Market or a national  exchange would
offer.  As of March 21, 2007,  the  following  were market makers for our common
stock:  American Capital Partners,  LLC,  Archipelago  Trading  Services,  Inc.,
Citigroup Global Markets, Inc., Direct Edge ECN LLC, Domestic Securities,  Inc.,
E*Trade  Capital  Markets  LLC,  Hill  Thompson  Magid  and  Co.,  Inc.,  Hudson
Securities,  Inc.,  Jefferies & Company,  Inc.,  Knight  Equity  Markets,  L.P.,
Merriman Curhan Ford & Co., Natexis Bleichroeder Inc., Pershing LLC, RBC Capital
Markets Corp.,  Seton Securities Group,  Inc.,  Sterne,  Agee & Leach, Inc., The
Vertical Trading Group,  LLC, UBS Securities LLC,  Vfinance  Investments,  Inc.,
Westminster Securities Corporation, and Wm. V. Frankel & Co., Inc.

      As of March 21, 2007, the approximate  number of registered holders of our
common  stock was 85; the number of  outstanding  shares of our common stock was
46,935,125; the number of outstanding shares of our Series A Preferred Stock was
400,000  (currently  convertible into 4,000,000 shares of our common stock); and
there were 3,893,545 shares of common stock subject to outstanding warrants, and
5,590,100 shares of common stock subject to outstanding stock options.

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.


                                       9
<PAGE>

Details  of  Issuance  of  Shares  of  Our  Common  Stock  in  Connection   with
Acquisitions

      On May 19, 2006,  BigString  completed the  acquisition of certain assets,
including two websites, from Robb Knie, a principal of Lifeline Industries, Inc.
In consideration for the assets, BigString issued 750,000 shares of common stock
to Mr. Knie.  The market value of  BigString's  common stock at May 19, 2006 was
$0.80 per share.  BigString  has also  agreed to  register  the shares of common
stock. In connection with the issuance of the common stock,  BigString relied on
an exemption from registration for a private  transaction not involving a public
distribution provided by Section 4(2) of the Securities Act.

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

      We  periodically  issue  shares of our common  stock,  warrants  and stock
options in lieu of cash  payments  to  consultants.  On May 2,  2006,  BigString
issued  1,250,000  shares of common stock, a fully vested,  five year warrant to
purchase  225,000  shares of common stock at a per share purchase price of $.48,
and a fully vested, five year warrant to purchase 225,000 shares of common stock
at a per share purchase price of $1.00, in consideration for business consultant
services  to be  provided  by  Lifeline  Industries,  Inc.  The market  value of
BigString's  common  stock at May 2, 2006 was $0.82 per  share.  BigString  also
agreed to  register  the shares of common  stock and the shares of common  stock
underlying the warrants. In connection with the issuance of the common stock and
the warrants,  BigString relied on an exemption from  registration for a private
transaction not involving a public distribution  provided by Section 4(2) of the
Securities Act.

Details of Grants of Warrants in Connection With Advisory Services

      On December 1, 2006,  BigString granted warrants to the initial members of
our Advisory  Board,  Sidney  Braginsky  and J. Frederic  Kerrest.  Each warrant
provides for the  purchase of 50,000  shares of  BigString's  common stock at an
exercise price of $0.50 per share. The market value of BigString's  common stock
at  December  1,  2006 was  $0.36.  Each of these  warrants  is due to expire on
December 1, 2011.  In connection  with the issuance of the  warrants,  BigString
relied on an exemption from registration for a private transaction not involving
a public distribution provided by Section 4(2) of the Securities Act.

Details of  Issuance of Shares of Our  Preferred  Stock and Grant of Warrants to
Investors

      On May 19 2006,  BigString  issued a total of  400,000  shares of Series A
Preferred Stock, par value $0.0001 per share, and warrants to purchase 1,000,000
shares of common  stock to Witches  Rock  Portfolio  Ltd.,  The Tudor BVI Global
Portfolio Ltd. and Tudor Proprietary Trading,  L.L.C., for an aggregate purchase
price of  $2,000,000.  The shares of Series A  Preferred  Stock are  convertible
under  certain  circumstances  into shares of common  stock.  The  warrants  are
convertible  into shares of common stock at an exercise price per share of $1.25
(market price $0.80 per share).  BigString has  registered  the shares of common
stock issuable upon conversion of the shares of Series A Preferred Stock and the
shares of common stock underlying the warrants.  In connection with the issuance
of the Series A Preferred Stock and warrants,  BigString  relied on an exemption
from registration for a private  transaction not involving a public distribution
provided by Rule 506 of Regulation D of the Securities Act.


                                       10
<PAGE>

Details of Issuance of Stock Options to Consultants

      On July 11, 2006,  BigString  approved the grant of a non-qualified  stock
option to purchase  575,100 shares of common stock to Kieran Vogel in connection
with his  participation  in  OurPrisoner,  the interactive  Internet  television
program available through the entertainment portal being operated by BigString's
wholly-owned  subsidiary,  BigString  Interactive.  As of December 16, 2006, Mr.
Vogel  completed  his  obligation in connection  with his  participation  in the
OurPrisoner  program and  subsequently  entered into a contractual  relationship
with  BigString.  The  non-qualified  stock option has a term of five years from
July 11,  2006 and an  exercise  price of $0.32 per share.  The market  value of
BigString's  common  stock at July 11, 2006 was $0.32.  In  connection  with the
issuance of the stock option, BigString relied on an exemption from registration
for a private  transaction  not  involving  a public  distribution  provided  by
Section 4(2) of the Securities Act.

Exercise of Warrants

      During the year ended  December  31,  2006,  a total of 165,000  shares of
common  stock were  purchased  upon the  exercise  of  warrants  by the  holders
thereof.  100,000 shares of common stock were purchased by Frank Vallone,  as of
December  20,  2006;  50,000  shares of common  stock were  purchased by Barbara
Musco, as of December 29, 2006; and 15,000 shares of common stock were purchased
by Paul A. Levis,  as of December 29, 2006. In  connection  with the issuance of
these shares,  BigString relied on an exemption from  registration for a private
transaction not involving a public distribution  provided by Section 4(2) of the
Securities Act.

Repurchase of Our Shares of Common Stock

      In May 2006, BigString redeemed 2,000,000 shares of common stock from each
of Charles A. Handshy,  Jr. and David L. Daniels,  former officers and directors
of BigString,  and 2,000,000  shares of common stock from each of their spouses,
June E. Handshy and Deborah K. Daniels,  at a purchase price of $0.05 per share.
As a result of these redemptions, BigString redeemed a total of 8,000,000 shares
of outstanding common stock for an aggregate purchase price of $400,000.


                                       11
<PAGE>

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

      The following  discussion and analysis is intended to provide  information
about  BigString's  financial  condition and results of operations for the years
ended December 31, 2006 and 2005. This information should be read in conjunction
with BigString's audited  consolidated  financial statements for the years ended
December 31, 2006 and 2005,  and the period  October 8, 2003 (Date of Formation)
through  December 31,  2006,  including  the related  notes  thereto,  which are
included on pages F-2 through F-25 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 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.
BigString  currently  has two  wholly-owned  subsidiaries,  Email  Emissary  and
BigString  Interactive.  BigString  Interactive  is currently  BigString's  only
operating subsidiary.

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
allow us to increase our  advertising  rates and attract  other  Internet  based
advertising  and marketing  firms to advertise and form  marketing  affiliations
with us, which would result in increased advertising revenues.

      Our development  efforts in 2006 were primarily  focused on the successful
redesign of our email  system,  which was launched in December 2006 as BigString
Beta 2.0. This release was a significant  revision to the  application  to allow
dynamic  scalability,   feature  upgrades  and  improved  user  interfaces.   We
redesigned  BigString's  website as part of the upgrade. In conjunction with the
release of BigString  Beta 2.0, we  completed  the  infrastructure  build-out to
handle millions of accounts with minimal human intervention.

      In 2006,  we added a  financial  and  business  development  leader to the
executive team.  During the fourth quarter,  we developed  customer  acquisition
plans based upon  market  segment  analysis  and  started  promotional  testing.
Testing is expected to continue until the end of March 2007. We have refined our
internet  promotions and have lowered the cost of customer  acquisition from 83%
of targeted cost to 25% of targeted cost. In addition, we enhanced our


                                       12
<PAGE>

marketing  affiliation program to include our private label email service.  This
affiliation program successfully commenced in March 2007.

      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;

      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.

      In  December  2006,  with the  launch  of  BigString  Beta  2.0,  we added
additional criteria to measure our performance as set forth below:

      o     the acquisition cost per user for each of our email services;

      o     the cost and effectiveness for each of our promotional efforts;

      o     the revenue and effectiveness of advertisements we serve; and

      o     the revenue, impressions, clicks and actions per user.

      In 2006, we formed  BigString  Interactive  and launched a new interactive
entertainment portal. We began our programming  initiative in June 2006 with the
debut  of  OurPrisoner,  BigString's  interactive  Internet  television  reality
program.  OurPrisoner  concluded  its six month run in December  2006.  The most
popular  video  clips  were  archived  and  continue  to be  accessed  daily  at
www.OurPrisoner.com.  OurPrisoner  allowed us to develop  core video  technology
that has been incorporated into our enterprise email offerings.  We also plan to
leverage  our  experience  with  OurPrisoner  in  future  BigString  Interactive
programs.

      In December 2006,  BigString  launched a beta version of FindItAll.com,  a
video  and  photo  search  engine  which  BigString  had  acquired  in May 2006.
FindItAll.com,  in conjunction  with the Pixsy Media Search  platform,  provides
Internet  users  a  comprehensive  search  facility  for  online  viral  videos,
television programs,  news events,  movies and movie trailers,  music


                                       13
<PAGE>

videos and other  similar  media.  Also in  December  2006,  BigString  acquired
DailyLOL.com,  a viral video website that provides  humorous  videos,  games and
pictures.  DailyLOL.com  was  launched  as  part  of the  company's  interactive
entertainment portal.

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 and liabilities and disclosure of contingent  assets
and  liabilities at the date of the  consolidated  financial  statements and the
reported  amounts of revenues and expenses  during the reporting  period.  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  revenue in
accordance with the guidance contained in the Securities and Exchange Commission
("SEC") Staff  Accounting  Bulletin  ("SAB") No. 104,  "Revenue  Recognition  in
Financial Statements."

      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. BigString recognizes these revenues as
such  because  the  services  have  been   provided,   the  fees  are  fixed  or
determinable,   and  collectibility  is  reasonably  assured.  Unearned  revenue
consists   primarily  of  prepaid   electronic   commerce  and  annual   prepaid
subscription fees billed in advance.

      Consistent with the provisions of the Financial Accounting Standards Board
(the "FASB")  Emerging  Issues Task Force ("EITF")  Issue No. 99-19,  "Reporting
Revenue  Gross As A  Principal  Versus  Net As An Agent,"  BigString  recognizes
revenue associated with its advertising and marketing  affiliation programs on a
gross basis principally  because BigString is the primary obligor. In connection
with contracts to provide email services to marketing affiliates,  BigString may
be obligated to make payments,  which may represent a portion of revenue, to its
marketing affiliates.

      Consistent with EITF Issue No. 01-9,  "Accounting for Considerations Given
by a Vendor to a Customer  (Including  the Reseller of the  Vendor's  Product),"
BigString accounts for cash considerations given to customers, for which it does
not receive a separately identifiable benefit or cannot reasonable estimate fair
value,  as  a  reduction  of  revenue  rather  than  an  expense.


                                       14
<PAGE>

Accordingly,  corresponding  distributions to active users and  distributions of
referral fees are recorded as a reduction of gross revenue.

      BigString  records  its  allowance  for  doubtful  accounts  based upon an
assessment  of various  factors,  including  historical  experience,  age of the
accounts receivable balances, the credit quality of customers,  current economic
conditions and other factors that may affect customers' ability to pay.

      Stock-Based Compensation.  BigString has one stock-based compensation plan
under which incentive and nonqualified stock options or rights to purchase stock
may  be  granted  to  employees,  directors  and  other  eligible  participants.
Effective January 1, 2006, BigString accounts for stock-based compensation under
Statement of Financial  Accounting  Standards ("SFAS") No. 123(R),  "Share-Based
Payment."  BigString  adopted SFAS No.  123(R)  using the  modified  prospective
method. Under this modified prospective application,  SFAS No. 123(R) applies to
new awards and to awards modified,  repurchased, or cancelled after the required
effective date.  Additionally,  compensation costs for the portion of the awards
for which the requisite service has not been rendered that are outstanding as of
the required  effective  date are being  recognized as the requisite  service is
rendered  after the  required  effective  date.  The  compensation  cost for the
portion  of  awards is based on the  grant-date  fair  value of those  awards as
calculated for either  recognition or pro forma  disclosures under SFAS No. 123.
Changes  to the  grant-date  fair  value of equity  awards  granted  before  the
required  effective date of this Statement are precluded.  The compensation cost
for those  earlier  awards is  attributed  to periods  beginning on or after the
required effective date of SFAS No. 123(R) using the attribution method that was
used under SFAS No. 123, except that the method of recognizing  forfeitures only
as they occur was not continued.  Prior to January 1, 2006,  BigString accounted
for stock option grants issued to employees and non-employees in accordance with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and had adopted the disclosure  only  requirements of SFAS No. 123,
"Accounting  for  Stock-Based   Compensation,"  as  amended  by  SFAS  No.  148,
"Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment
of FASB  Statement  No.  123." No options or warrants  were granted to employees
prior to 2006 and no pro  forma  presentation  of net loss and net per  share is
included.  BigString  issues  shares of its common  stock,  warrants to purchase
common stock and  non-qualified  stock options to  non-employees  as stock-based
compensation. BigString accounts for the services using the fair market value of
the consideration issued.

      Research and Development.  BigString accounts for research and development
costs  in  accordance  with  accounting  pronouncements,  including  SFAS  No. 2
"Accounting  for Research and Development  Costs," and SFAS No. 86,  "Accounting
for the Costs of Computer Software to be Sold,  Leased, or Otherwise  Marketed."
BigString  has  determined  that  technological  feasibility  for  its  software
products is reached  shortly  before the  products  are  released.  Research and
development   costs  incurred   between  the   establishment   of  technological
feasibility and product release have not been material and have accordingly been
expensed when incurred.

      Evaluation of Long-Lived Assets.  BigString reviews property and equipment
and finite-lived  intangible assets for impairment whenever events or changes in
circumstances  indicate the carrying  value may not be recoverable in accordance
with the guidance  provided in 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


                                       15
<PAGE>

such asset, the 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.

      Intangible  Assets. 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
other  indefinite-lived  intangible  assets  are no  longer  amortized,  but are
reviewed for impairment at least  annually.  The valuation of intangible  assets
has been determined by management after considering a number of factors.

      Accounting for Derivatives.  BigString evaluates its options,  warrants or
other contracts to determine if those contracts or embedded  components of those
contracts  qualify as derivatives to be separately  accounted for under SFAS No.
133, "Accounting for Derivative  Instruments and Hedging Activities" and related
interpretations  including  EITF 00-19,  "Accounting  for  Derivative  Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock."

Results of Operations

For the Years Ended December 31, 2006 and 2005

      Net  Loss.  For the  year  ended  December  31,  2006,  our net  loss  was
$3,114,225,  as compared to a net loss of $2,102,587 for the year ended December
31,  2005,  primarily  due to an increase in payroll  expenses of  approximately
$530,000  relating to the  development  of email  products  and our  interactive
entertainment portal, and an increase of approximately  $441,000 in professional
fees relating to consulting and legal expenses.

      Revenues.  For the year ended  December 31, 2006,  our total revenues were
$14,286, as compared to $6,747 in revenues for the year ended December 31, 2005.
Of the revenues  generated  for the year ended  December  31,  2006,  $7,599 was
generated  from the  purchase  of our  products  and $6,687 was  generated  from
advertisers,  as compared to $6,419 from the  purchase of our  products and $328
from advertisers for the year ended December 31, 2005.

      Expenses.  Total  expenses  for the year  ended  December  31,  2006  were
$3,165,861,  a $1,040,014 increase over total expenses of $2,125,847 incurred in
the year ended  December 31, 2005,  primarily due to increased  development  and
administrative  costs,   professional  fees  and  amortization  expenses.   This
significant  increase in expenses  over the same prior year period was primarily
attributable to an increase in payroll by  approximately  $530,000,  relating to
full-year  average  staffing of twelve  employees in 2006  compared to full-year
average  staffing of four  employees in 2005 as we completed the  development of
our email upgrade to BigString Beta 2.0, completed our infrastructure  buildout,
and launched our interactive  entertainment portal. Consulting fees increased by
approximately  $343,000,  relating  to the  operation  of our  business  and our
interactive entertainment portal, including the OurPrisoner interactive Internet
television  reality program.  Legal expenses increased  approximately  $150,000,
relating  to  the   registration   of  our  common  stock  for  certain  of  our
stockholders,  corporate governance,  asset acquisitions,  private placements of
securities and compliance with federal and state securities  laws.  Amortization
expense  increased  approximately  $76,300,  relating to the amortization of the
intangible  assets  (logos,  websites  and source  codes)  acquired by BigString
through its


                                       16
<PAGE>

acquisitions  of FindItAll,  AmericanMoBlog  and DailyLOL in 2006.  Increases in
co-location hosting,  rent and depreciation expenses were offset by decreases in
corporate  finance and  accounting  fees.  Marketing and sales  expenses for the
years ended December 31, 2006 and 2005 were approximately  flat, with a decrease
in advertising  expense of  approximately  $119,000 offset by marketing  expense
increases for the operation of our interactive  entertainment  portal and public
relations.

      Interest  Income.  Interest income was $37,350 for the year ended December
31, 2006, as compared to $16,513 for the year ended December 2005. This increase
in interest income was primarily due to the significant  increase in BigString's
average cash balance resulting from a private  placement  conducted by BigString
in May 2006.

      Income  Taxes.  No tax  provision has been recorded for 2006 and 2005 as a
result of our accumulated operating losses.

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,  primarily 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.

      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 with an
average full-year staffing of four employees,  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


                                       17
<PAGE>

primarily 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.

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 $2,987,000 for operating and investing activities,  which
has been primarily  funded by investments of  approximately  $3,504,000 from our
stockholders.

      Our cash balance as of the year ended  December 2006 was  $517,074,  which
was a decrease of $303,783  from our cash balance of $820,857 as of December 31,
2005. This decrease to our cash balance was attributable to operating activities
and investments  exceeding net financing of $1,478,000 in 2006. BigString raised
approximately $1,753,000 through private placements of its common stock in 2005,
and in May 2006, sold 400,000 shares of BigString's Series A Preferred Stock and
warrants to purchase  1,000,000  shares of  BigString's  common stock to Witches
Rock Portfolio Ltd., The Tudor BVI Global  Portfolio Ltd. and Tudor  Proprietary
Trading L.L.C. for an aggregate purchase price of $2,000,000.  Corporate finance
fees associated with the preferred stock and warrants totaled $140,000.  We also
received proceeds of $18,000 associated with the exercise of warrants in 2006.

      Additionally,  in May 2006,  we  redeemed  2,000,000  shares of our common
stock from each of Charles A. Handshy, Jr. and David L. Daniels, former officers
and directors of BigString,  and 2,000,000  shares of our common stock from each
of their spouses, June E. Handshy and Deborah K. Daniels, at a purchase price of
$0.05  per  share.  As a result of these  redemptions,  we  redeemed  a total of
8,000,000 shares of our outstanding common stock for an aggregate purchase price
of $400,000.

      The  accompanying  consolidated  financial  statements  have been prepared
assuming BigString will continue as a going concern.  As more fully explained in
Note 2 to BigString's consolidated financial statements, BigString has a working
capital deficit and has incurred losses since operations commenced.  BigString's
continued  existence  is  dependent  upon its ability to obtain  needed  working
capital  through  additional  equity and/or debt  financing and revenue to cover
expenses as  BigString  continues to incur  losses.  These  uncertainties  raise
substantial  doubt about  BigString's  ability to  continue as a going  concern.
BigString's  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of these  uncertainties  should  BigString be
unable to continue as a going concern.

      BigString has completed  significant  development of its email service and
has made adjustments to its cost structure,  such as the elimination of expenses
associated  with the production of OurPrisoner and the reduction of a portion of
compensation  costs associated with  development.  BigString also expects sales,
marketing and advertising expenses and cost of service to increase as we promote
and grow our  email  service.  However,  if our  revenue  and  cash  balance  is
insufficient to fund the growth of our business,  we may seek 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


                                       18
<PAGE>

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.

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.


                                       19
<PAGE>

                                    PART III

Item 9.     Directors, Executive Officers, Promoters, Control Persons and
            -------------------------------------------------------------
            Corporate Governance; 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 30, 2007,  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 30,  2007,  under  the  captions
"Executive  Compensation" and "Director 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 30, 2007, 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 and Director
            -----------------------------------------------------------
            Independence
            ------------

      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 30,
2007, under the caption "Certain  Relationships  and Related  Transactions"  and
"Director Independence" 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 30,
2007,  under  the  caption  "Principal  Accountant  Fees  and  Services"  and is
incorporated herein by reference.


                                       20
<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, 2007                   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 and             March 29, 2007
---------------------------          Director (Principal Executive Officer)
     Darin M. Myman

/s/ Robert DeMeulemeester            Executive Vice President, Chief Financial             March 29, 2007
---------------------------          Officer and Treasurer (Principal Financial
  Robert DeMeulemeester              and Accounting Officer)

   /s/ Adam M. Kotkin                Chief Operating Officer and Director                  March 29, 2007
---------------------------
     Adam M. Kotkin

   /s/ Marc W. Dutton                                  Director                            March 29, 2007
---------------------------
     Marc W. Dutton

    /s/ Todd M. Ross                                   Director                            March 29, 2007
---------------------------
      Todd M. Ross

    /s/ Lee Rosenberg                                  Director                            March 29, 2007
---------------------------
      Lee Rosenberg
</TABLE>


                                       21
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                              BIGSTRING CORPORATION
                                AND SUBSIDIARIES

                          (A Development Stage Company)

Report of Independent Registered Public Accounting Firm......................F-2

Consolidated Balance Sheets at December 31, 2006 and 2005....................F-3

Consolidated Statements of Operations for the years ended December 31, 2006
  and 2005, and the period October 8, 2003 (Date of Formation) through
  December 31, 2006..........................................................F-4

Consolidated Statements of Stockholders' Equity for the years ended
  December 31, 2006 and 2005, and the period October 8, 2003
  (Date of Formation) through December 31, 2006..............................F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2006
  and 2005, and the period October 8, 2003 (Date of Formation) through
  31, 2006...................................................................F-7

Notes to Consolidated Financial Statements...................................F-8


                                      F-1
<PAGE>

                [LETTERHEAD OF WIENER, GOODMAN & COMPANY, P.C.]

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 subsidiaries  (collectively,
the "Company") (a  development  stage company) as of December 31, 2006 and 2005,
and the related consolidated statements of operations,  stockholders' equity and
cash flows for the years ended  December  31, 2006 and 2005,  and for the period
October  8,  2003  (Date  of  Formation)   through   December  31,  2006.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
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
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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, 2006
and 2005,  and the  results of its  operations  and its cash flows for the years
ended  December 31, 2006 and 2005,  and for the period  October 8, 2003 (Date of
Formation)  through December 31, 2006, in conformity with accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern.  As more fully explained in Note 2
to the Company's  consolidated  financial statements,  the Company has a working
capital  deficit  and  has  incurred  losses  since  operations  commenced.  The
Company's  continued  existence is dependent  upon its ability to obtain  needed
working capital through  additional  equity and/or debt financing and revenue to
cover  expenses as the Company  continues to incur losses.  These  uncertainties
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The Company's financial statements do not include any adjustments that
might  result  from the  outcome of these  uncertainties  should the  Company be
unable to continue as a going concern.

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

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

March 29, 2007


                                      F-2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                                         2006             2005
                                                                                         ----             ----
<S>                                                                                  <C>               <C>
                                                       ASSETS

Current assets:
    Cash and cash equivalents                                                        $   517,074       $   820,857
    Accounts receivable - net of allowance                                                 1,736               789
    Prepaid expenses and other current assets                                              4,625            23,981
                                                                                     -----------       -----------

         Total current assets                                                            523,435           845,627

Property and equipment - net                                                             214,612            74,460

Intangible assets - net                                                                2,979,451         3,402,786

Other assets                                                                               8,872             6,579
                                                                                     -----------       -----------

          TOTAL ASSETS                                                               $ 3,726,370       $ 4,329,452
                                                                                     ===========       ===========

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                                 $    83,179       $    70,418
    Accrued expenses                                                                     125,179            55,259
    Unearned revenue                                                                       4,681             5,064
                                                                                     -----------       -----------

      Total current liabilities                                                          213,039           130,741
                                                                                     -----------       -----------

Stockholders' equity:
    Preferred stock, $.0001 par value - authorized 1,000,000 shares;
       outstanding 400,000 and 0 shares, respectively                                         40                --
    Common stock, $.0001 par value - authorized 249,000,000 shares;
       outstanding 46,935,125 and 52,770,125 shares, respectively                          4,694             5,277
    Additional paid in capital                                                         9,980,762         7,055,124
    Subscription receivable                                                              (16,250)               --
    Deficit accumulated during the development stage                                  (6,455,915)       (2,861,690)
                                                                                     -----------       -----------

      Total stockholders' equity                                                       3,513,331         4,198,711
                                                                                     -----------       -----------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $ 3,726,370       $ 4,329,452
                                                                                     ===========       ===========
</TABLE>

                 See notes to consolidated financial statements.


                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   Period
                                                                              October 8, 2003
                                                                            (Date of Formation)
                                              Year Ended December 31,             Through
                                              2006               2005        December 31, 2006
                                          ------------       ------------   -------------------
<S>                                       <C>                <C>                <C>
Net sales                                 $     14,286       $      6,747       $     26,795
                                          ------------       ------------       ------------

Costs and expenses:
    Selling, general and
       administrative expenses               2,129,526          1,165,847          3,620,008
    Amortization of intangibles              1,036,335            960,000          2,436,616
                                          ------------       ------------       ------------
                                             3,165,861          2,125,847          6,056,624
                                          ------------       ------------       ------------

Loss from operations                        (3,151,575)        (2,119,100)        (6,029,829)

Interest income                                 37,350             16,513             53,914
                                          ------------       ------------       ------------

Net loss                                  $ (3,114,225)      $ (2,102,587)      $ (5,975,915)
                                          ============       ============       ============

Loss per common share -
     basic and diluted                    $      (0.07)      $      (0.04)
                                          ============       ============

Weighted average common shares
     outstanding - basic and diluted        49,363,673         47,081,854
                                          ============       ============
</TABLE>

                 See notes to consolidated financial statements.


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                               Preferred Stock         Common Stock
                                             -------------------  -----------------------   Additional
                                             No. of                 No. of                    Paid-In     Subscription    Retained
                                  Total      Shares      Amount     Shares       Amount       Capital      Receivable     Earnings
                               -----------  ----------  --------  -----------   ---------   -----------   ------------  -----------
<S>                            <C>           <C>       <C>        <C>          <C>         <C>            <C>          <C>
------------------------------------------------------------------------------------------------------------------------------------
Balance, October 8, 2003       $        --          --  $     --           --   $      --   $        --    $        --  $        --
------------------------------------------------------------------------------------------------------------------------------------

Issuance of common stock
   (at $.0001 per share)                --          --        --   21,210,000       2,121        (2,121)            --           --

Contribution of capital             45,000          --        --           --          --        45,000             --           --

Sale of common stock
   (at $0.25 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 $0.25 per share)            227,500          --        --      870,000          87       217,413         10,000           --

Issuance of common
   stock for services
   (valued at $0.21 per share)      39,251          --        --      185,000          19        39,232             --           --

Issuance of common
   stock for acquisition
   (valued at $0.24 per share)   4,800,000          --        --   20,000,000       2,000     4,798,000             --           --

Issuance of warrants for
   services (valued at $0.07
   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 $0.25 per share)            230,500          --        --      922,000          92       230,408             --           --

Exercise of warrants
   (at $0.25 per share)             11,250          --        --       45,000           4        11,246             --           --

Issuance of common
   stock for services
   (valued at $0.25 per share)      12,500          --        --       50,000           5        12,495             --           --

Sale of common
   stock (at $0.16 per share)    1,511,700          --        --    9,448,125         945     1,510,755             --           --

Issuance of warrants for
   services (valued at $0.07
   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)
------------------------------------------------------------------------------------------------------------------------------------

Redemption of shares from
   stockholders (at
   $0.05 per share)               (400,000)         --        --   (8,000,000)       (800)     (399,200)            --           --

</TABLE>
                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>

                                                  Preferred Stock         Common Stock
                                                -------------------  ----------------------  Additional
                                                No. of                 No. of                  Paid-In    Subscription    Retained
                                     Total      Shares      Amount     Shares      Amount      Capital     Receivable     Earnings
                                  -----------  ----------  --------  -----------  ---------  -----------  ------------  -----------
<S>                               <C>              <C>     <C>        <C>         <C>        <C>           <C>          <C>
Issuance of common stock for
   consulting services
   (valued at $0.82 per share)      1,025,000         --         --    1,250,000        125    1,024,875           --            --

Deferred stock-based
   compensation                    (1,025,000)        --         --           --         --   (1,025,000)          --            --

Stock-based compensation
   expense                            314,250         --         --           --         --      314,250           --            --

Issuance of warrants for
   consulting services (valued
   at $0.08, $0.18 and $0.42
   per share)                          36,595         --         --           --         --       36,595           --            --

Issuance of common stock for
   website acquisition (valued
   at $0.80 per share)                600,000         --         --      750,000         75      599,925           --            --

Sale of preferred stock
   (at $.0001 per share)            1,860,000    400,000         40           --         --    1,859,960           --            --

Dividends resulting from the
   allocation of proceeds for
   the beneficial conversion
   feature of the preferred stock          --         --         --           --         --      480,000           --      (480,000)

Exercise of warrants (at $0.16,
   $0.20 and $0.25 per share)          18,000         --         --      165,000         17       34,233      (16,250)           --

Net loss                           (3,114,225)        --         --           --         --           --           --    (3,114,225)

------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2006        $ 3,513,331    400,000   $     40   46,935,125   $  4,694  $ 9,980,762  $   (16,250)  $(6,455,915)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                 See notes to consolidated financial statements.


                                      F-6
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                          Period October 8, 2003
                                                                                           (Date of Formation)
                                                             Year Ended December 31,              Through
                                                              2006             2005         December 31, 2006
                                                          -----------      -----------    ----------------------
<S>                                                       <C>              <C>                 <C>
Cash flows from operating activities:
      Net loss                                            $(3,114,225)     $(2,102,587)        $(5,975,915)
Adjustments to reconcile net loss
   to net cash used in operating activities:
      Depreciation of property and equipment                   38,270            7,555              47,677
      Amortization of intangibles                           1,036,335          960,000           2,436,616
      Stock-based compensation                                350,845          191,700             585,296
      Changes in operating assets and liabilities:
          (Increase) in accounts receivable, net                 (947)              --              (1,736)
          Decrease (increase) in prepaid expenses and
               other assets                                    17,063          (29,649)            (13,497)
          Increase in accounts payable                         12,761           67,798              83,179
          Increase in accrued expenses and other
               liabilities                                     69,920           22,741             122,113
          (Decrease) increase in unearned revenue                (383)             700               4,681
                                                          -----------      -----------         -----------
      Net cash used in operating activities                (1,590,361)        (881,742)         (2,711,586)
                                                          -----------      -----------         -----------

Cash flows from investing activities:
      Purchase of property and equipment                     (178,422)         (64,659)           (262,290)
      Acquisitions                                            (13,000)              --             (13,000)
                                                          -----------      -----------         -----------
      Net cash used in investing activities                  (191,422)         (64,659)           (275,290)
                                                          -----------      -----------         -----------

Cash flows from financing activities:
      Proceeds from issuance of preferred stock             1,860,000               --           1,860,000
      Proceeds from issuance of common stock                   18,000        1,753,450           2,043,950
      Payments for redemption of common stock                (400,000)              --            (400,000)
                                                          -----------      -----------         -----------
      Net cash provided by financing activities             1,478,000        1,753,450           3,503,950
                                                          -----------      -----------         -----------

Net (decrease) increase in cash                              (303,783)         807,049             517,074

Cash - beginning of year                                      820,857           13,808                  --
                                                          -----------      -----------         -----------

Cash - end of year                                        $   517,074      $   820,857         $   517,074
                                                          ===========      ===========         ===========

Supplementary information:
      Details of acquisitions:
          Fair value of assets acquired                   $        --      $        --         $     2,790
          Fair value of liabilities assumed                        --               --              (5,857)
          Intangibles                                         613,000               --           5,416,067
                                                          -----------      -----------         -----------
          Common stock issued for website                 $   600,000      $        --         $ 5,400,000
                                                          ===========      ===========         ===========
          Cash issued to effect acquisition               $    13,000      $        --         $    13,000
                                                          ===========      ===========         ===========

      Stock-based compensation:
          Common stock issued for services                $   227,777      $    12,500         $   279,528
          Common stock options issued for services             86,473               --              86,473
          Common stock warrants issued for services            36,595          179,200             219,295
                                                          -----------      -----------         -----------
                                                          $   350,845      $   191,700         $   585,296
                                                          ===========      ===========         ===========
</TABLE>

                 See notes to consolidated financial statements.


                                      F-7
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005 AND THE PERIOD
         -------------------------------------------------------------
         OCTOBER 8, 2003 (DATE OF FORMATION) THROUGH DECEMBER 31, 2006
         -------------------------------------------------------------

1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

BigString Corporation ("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
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.  In March 2004,  the  BigString  email  service was  introduced to the
market.

BigString  currently has two  wholly-owned  subsidiaries,  Email Emissary,  Inc.
("Email Emissary") and BigString Interactive, Inc. ("BigString Interactive").

Email Emissary, incorporated in the State of Oklahoma, was acquired by BigString
in July 2004; in September 2006, all of Email Emissary's  assets,  including its
pending patent  application,  were  transferred to BigString.  Email Emissary is
currently inactive.

BigString  Interactive,  incorporated in the State of New Jersey,  was formed by
BigString  in early 2006 to  develop  technology  relating  to  interactive  web
portals.   BigString   Interactive  is  currently   BigString's  only  operating
subsidiary.

BigString is considered a development  stage  enterprise as defined in Statement
of Financial  Accounting Standards ("SFAS") No. 7, "Accounting and Reporting for
Development Stage Companies," issued by the Financial Accounting Standards Board
(the "FASB").  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
subsidiaries,  all of which are  wholly  owned  subsidiaries.  All  intercompany
transactions and balances have been eliminated.

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

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally  accepted  accounting  principles  in the  United  States  of  America
requires management to make estimates, judgments and assumptions that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses  during the  reporting  period.  On an on-going  basis,
BigString  evaluates  its  estimates.  Actual  results  could  differ from those
estimates.


                                      F-8
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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,  2006 and  December  31,  2005,  cash  equivalents
approximated $510,000 and $814,000, respectively.

CERTAIN RISKS AND CONCENTRATION
-------------------------------

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

Online service revenues  consist  primarily of prepaid  electronic  commerce and
subscription fees billed and paid in advance.

Accounts  receivable  are typically  unsecured  and are  primarily  derived from
advertising  revenues  earned from  customers in the United  States,  Europe and
Asia.  Advertising  revenues  generated  through an  advertising  services  firm
accounted for 40% and 0% of revenues for the years ended  December,  31 2006 and
2005,  respectively.  No other  single  advertising  services  firm or  customer
generated greater than 10% of revenues in these periods.

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

BigString derives revenue from online services, electronic commerce, advertising
and data  network  services.  BigString  also  derives  revenue  from  marketing
affiliations.  BigString  recognizes  revenue in  accordance  with the  guidance
contained in the Securities  and Exchange  Commission  ("SEC") Staff  Accounting
Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements."

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.  BigString  recognizes  these  revenues as such
because the services have been provided, the fees are fixed or determinable, and
collectibility  is reasonably  assured.  Unearned revenue consists  primarily of
prepaid  electronic  commerce  and annual  prepaid  subscription  fees billed in
advance.

Consistent with the provisions of the FASB's Emerging Issues Task Force ("EITF")
Issue No.  99-19,  "Reporting  Revenue  Gross as a  Principal  Versus  Net as an
Agent,"  BigString  recognizes  revenue  associated  with  its  advertising  and
marketing affiliation programs on a gross basis principally because BigString is
the primary  obligor.  In connection with contracts to provide email services to
marketing  affiliates,  BigString may be obligated to make  payments,  which may
represent a portion of revenue, to its marketing affiliates.

Consistent with EITF Issue No. 01-9,  "Accounting for Considerations  Given by a
Vendor  to a  Customer  (Including  the  Reseller  of  the  Vendor's  Product),"
BigString accounts for cash considerations given to customers, for which it does
not receive a separately identifiable benefit or cannot reasonable estimate fair
value,  as  a  reduction  of  revenue  rather  than  an  expense.


                                      F-9
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accordingly,  corresponding  distributions to active users and  distributions of
referral fees are recorded as a reduction of gross revenue.

BigString  records its allowance for doubtful  accounts based upon an assessment
of  various  factors,  including  historical  experience,  age of  the  accounts
receivable  balances,   the  credit  quality  of  customers,   current  economic
conditions and other factors that may affect customers' ability to pay. Reserves
for the years ended December, 31 2006 and 2005 were not material.

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

Property 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  has one  stock-based  compensation  plan under  which  incentive  and
nonqualified  stock  options  or rights to  purchase  stock  may be  granted  to
employees, directors and other eligible participants. Effective January 1, 2006,
BigString   accounts  for  stock-based   compensation  under  SFAS  No.  123(R),
"Share-Based  Payment."  BigString  adopted  SFAS No.  123(R) using the modified
prospective method. Under this modified prospective application, SFAS No. 123(R)
applies to new awards and to awards  modified,  repurchased,  or cancelled after
the required effective date. Additionally, compensation costs for the portion of
the  awards  for which the  requisite  service  has not been  rendered  that are
outstanding  as of the  required  effective  date are  being  recognized  as the
requisite   service  is  rendered  after  the  required   effective   date.  The
compensation  cost for the  portion  of awards is based on the  grant-date  fair
value  of those  awards  as  calculated  for  either  recognition  or pro  forma
disclosures  under SFAS No. 123.  Changes to the grant-date fair value of equity
awards  granted  before  the  required  effective  date of SFAS No.  123(R)  are
precluded.  The  compensation  cost for those  earlier  awards is  attributed to
periods  beginning on or after the required  effective  date of SFAS No.  123(R)
using the  attribution  method that was used under SFAS No. 123, except that the
method of recognizing forfeitures only as they occur was not continued. Prior to
January 1, 2006, BigString accounted for stock option grants issued to employees
and non-employees in accordance with Accounting Principles Board Opinion No. 25,
"Accounting  for Stock Issued to Employees," and had adopted the disclosure only
requirements  of SFAS No. 123,  "Accounting for  Stock-Based  Compensation,"  as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure, an amendment of FASB Statement No. 123." No options or warrants were
granted to employees prior to 2006 and no pro forma presentation of net loss and
net per share is included.

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,  2006 and 2005,
BigString recorded  compensation expense of $227,777 and $12,500,  respectively,
in connection with the issuance of these shares.  For the period October 8, 2003
(Date of Formation) through December 31, 2006,  BigString recorded  compensation
expense of $279,528 in connection with the issuance of these shares.


                                      F-10
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BigString  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 year ended
December  31, 2006,  BigString  issued  1,550,000  stock  purchase  warrants and
recorded  compensation expense of $36,595. For the year ended December 31, 2005,
BigString issued stock purchase warrants to purchase  2,543,545 shares of common
stock and recorded  compensation expense of $179,200.  For the period October 8,
2003  (Date  of  Formation)  through  December  31,  2006,   BigString  recorded
compensation  expense of  $219,295  in  connection  with the  issuance  of stock
purchase warrants.

BigString  also issues  stock  options to purchase  common  stock to  employees,
directors and vendors as stock-based compensation.  The fair values of the stock
options  are   estimated   on  the  date  of  grant   using  the   Black-Scholes
option-pricing  model. For the year ended December 31, 2006,  BigString issued a
vendor  non-qualified  stock options to purchase  575,100 shares of common stock
and recorded  compensation  expense of $47,775.  For the year ended December 31,
2006,  BigString also issued employees and directors qualified and non-qualified
stock  options  to  purchase  5,020,000  shares  of common  stock  and  recorded
compensation expense of $38,698.  BigString did not grant stock options prior to
2006.

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  of  other
expenditures.

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

BigString  accounts  for  research  and  development  costs in  accordance  with
accounting  pronouncements,  including SFAS No. 2,  "Accounting for Research and
Development  Costs,"  and SFAS No.  86,  "Accounting  for the Costs of  Computer
Software to be Sold,  Leased, or Otherwise  Marketed."  BigString has determined
that  technological  feasibility  for its software  products is reached  shortly
before the  products  are  released.  Research and  development  costs  incurred
between the establishment of technological  feasibility and product release have
not been material and have accordingly been expensed when incurred.

Research  and  development  costs  are  included  within  selling,  general  and
administrative expenses, and exclude compensation, amortization and depreciation
expenses,  which are also included  within selling,  general and  administrative
expenses.  All research and development in 2006 was performed internally for the
benefit of BigString.  BigString  does not perform such  activities  for others.
BigString  had software  licensing  costs of $21,534 and no outside  development
costs for the year ended  December 31, 2006,  as compared to software  licensing
costs of $11,675 and outside  development  costs of $36,250,  for the year ended
December 31, 2005.


                                      F-11
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

These costs have been incurred in conjunction with the development of the e-mail
products  which  BigString now offers.  For the period  October 8, 2003 (Date of
Formation)  through  December 31, 2006,  BigString had research and  development
costs of $142,190.

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

BigString reviews property and equipment and finite-lived  intangible assets for
impairment  whenever  events or changes in  circumstances  indicate the carrying
value may not be  recoverable in accordance  with the guidance  provided in 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.

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

Basic  earnings  (loss) per common  share is computed by dividing  net  earnings
(loss) by the weighted  average number of common shares  outstanding  during the
specified  period  and after  preferred  stock  dividend  requirements.  Diluted
earnings  (loss) per common share is computed by dividing net earnings (loss) by
the  weighted  average  number of common  shares  and  potential  common  shares
outstanding  during the  specified  period and after  preferred  stock  dividend
requirements.  All potentially  dilutive  securities,  which include outstanding
preferred stock,  warrants and options, 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 are recorded at their
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  other
indefinite-lived intangible assets are no longer amortized, but are reviewed for
impairment at least annually.

ACCOUNTING FOR DERIVATIVES
--------------------------

BigString  evaluates  its options,  warrants or other  contracts to determine if
those contracts or embedded components of those contracts qualify as derivatives
to be separately  accounted for under SFAS No. 133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities,"  and related  interpretations  including
Emerging Issues Task Force ("EITF") Issue No. 00-19,  "Accounting for Derivative
Financial  Instruments  Indexed to, and Potentially  Settled in, a Company's Own
Stock."


                                      F-12
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For financial  instruments,  including cash  investments,  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 February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities," which permits entities to choose to
measure many  financial  instruments  and certain other items at fair value that
are not  currently  required to be measured at fair value.  SFAS No. 159 will be
effective  for BigString on January 1, 2008.  BigString is currently  evaluating
the impact of adopting SFAS No. 159 on its consolidated financial position, cash
flows and results of operations.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined Benefit  Pension and Other Post  Retirement  Plans," an amendment of the
FASB Statements Nos. 87, 88, 106 and 132(R). SFAS No. 158 will require employers
to recognize  their defined benefit plans'  overfunded or underfunded  status in
their  balance  sheets,  require  employers  to  measure  plan  assets  and plan
obligations  as of the balance sheet date,  immediately  recognize any remaining
transition  obligation  currently being deferred,  and recognize actuarial gains
and losses  through other  comprehensive  income.  SFAS No. 158 is effective for
fiscal  years ending after  December  15, 2006.  BigString  adopted SFAS No. 158
during the fourth quarter of 2006.  The adoption did not have a material  impact
on  BigString's  consolidated  financial  position,  cash  flows or  results  of
operations.

In  September  2006,  the FASB issued SFAS No. 157,  "Fair Value  Measurements,"
which enhances existing guidance for measuring assets and liabilities using fair
value. This new statement  provides a single definition of fair value,  together
with a framework for measuring it, and requires additional  disclosure about the
use of fair  value  to  measure  assets  and  liabilities.  SFAS  No.  157  also
emphasizes that fair value is a market-based measurement, not an entity-specific
measurement, and sets out a fair value hierarchy with the highest priority being
quoted prices in active markets. Under SFAS No. 157, fair value measurements are
disclosed  by level within that  hierarchy.  While SFAS No. 157 does not add any
new fair value  measurements,  it does change current practice.  SFAS No. 157 is
effective  for  financial  statements  issued for fiscal years  beginning  after
November 15, 2007, and interim periods within those fiscal years. BigString does
not believe that the adoption of SFAS No. 157 will have a material impact on its
consolidated financial position, cash flows or results of operations.

In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year  Misstatements  when  Quantifying  Misstatements  in Current Year Financial
Statements." SAB No. 108 provides  guidance on the  consideration of the effects
of prior year  misstatements in quantifying  current year  misstatements for the
purpose of a materiality  assessment.  BigString  adopted SAB No. 108 during the
fourth  quarter  of  2006.  The  adoption  did not  have a  material  impact  on
BigString's   consolidated   financial  position,   cash  flows  or  results  of
operations.


                                      F-13
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In July 2006, the FASB issued Financial  Interpretation  No. 48, "Accounting for
Uncertainty  in Income  Taxes"  ("FIN  48"),  as an  interpretation  of the FASB
Statement No. 109,  "Accounting for Income Taxes." This interpretation  provides
clarification  for how  uncertain  income tax  positions  should be  recognized,
measured,  presented and disclosed in the financial statements.  FIN 48 requires
the  evaluation of tax positions  taken or expected to be taken in the course of
preparing  BigString's  tax returns to determine  whether the tax  positions are
"more-likely-than-not"  of being  sustained  by the  applicable  tax  authority.
Adoption of FIN 48 is required for fiscal  years  beginning  after  December 15,
2006  and is to be  applied  to all open tax  years  as of the  effective  date.
BigString  does not  believe  that the  adoption  of FIN 48 will have a material
impact  on its  consolidated  financial  position,  cash  flows  or  results  of
operations.

RECLASSIFICATIONS
-----------------

Certain  reclassifications  have been made to prior  year  balances  in order to
conform to the current year's presentation.

2.    GOING CONCERN

For the  year  ended  December  31,  2006,  BigString's  consolidated  financial
statements  reflect a net loss of  $3,114,225,  net cash used in  operations  of
$1,590,361,  a working capital deficit of $2,986,876, a stockholders' deficit of
$6,455,915 and an accumulated  deficit of $5,975,915.  These matters raise doubt
about the  ability of  BigString  to continue  as a going  concern.  BigString's
consolidated  financial statements do not include any adjustments to reflect the
possible effects on recoverability  and  classification of assets or the amounts
and classification of liabilities that may result from the inability to continue
as a going concern.

The  ability  of  BigString  to  continue  as a going  concern is  dependent  on
BigString's  ability to further  implement its business plan,  raise capital and
generate  additional  revenues.  BigString  cannot  assure that it will generate
sufficient cash flow from operations or obtain additional financing.

The time required for BigString to become  profitable is highly  uncertain,  and
BigString  cannot  assure  that it will  achieve  or  sustain  profitability  or
generate   sufficient   cash  flow  from  operations  to  meet  planned  capital
expenditures,  planned marketing  expenditures and working capital requirements.
If required,  the ability to obtain additional financing from other sources also
depends on many factors beyond BigString's  control,  including the state of the
capital  markets and the  prospects  for  BigString's  business.  The  necessary
additional  financing may not be available to BigString or may be available only
on terms that would result in further  dilution to the current  stockholders  of
BigString.

3.    ACQUISITIONS

On December  11,  2006,  BigString  completed  the  acquisition  of the website,
DailyLOL.com,  through an asset purchase  agreement.  The cash purchase price of
$13,000 has been  allocated to intangible  assets based on estimated fair value.
The acquisition includes right, title and interest in domain names, customer and
member lists and source code.


                                      F-14
<PAGE>


                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A condensed balance sheet of the major assets and liabilities associated with
the acquisition of DailyLOL.com as of the date of the acquisition is as follows:

                    Intangible assets                    $13,000
                                                         -------
                    Net assets acquired                  $13,000
                                                         =======

The  results  of  operations  of the  assets  acquired  were not  material,  and
accordingly, pro forma summary results have not been included.

On May  19,  2006,  BigString  completed  the  acquisition  of  certain  assets,
including  two  websites,  from a  principal  of  Lifeline  Industries,  Inc. In
consideration  for the assets,  BigString  issued  750,000 shares of BigString's
common stock.  The market value of BigString's  common stock on May 19, 2006 was
$0.80 per share.  BigString  has also  agreed to  register  the shares of common
stock. In conjunction with this  acquisition,  BigString  acquired an intangible
asset for  $600,000  based on estimated  fair value.  The  acquisition  includes
right, title and interest in domain names,  customer and member lists and source
code.

The  results  of  operations  of the  assets  acquired  were not  material,  and
accordingly, pro forma summary results have not been included.

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  was
allocated  to both  tangible  and  intangible  assets and  liabilities  based on
estimated  fair values.  Approximately  $4,803,000  of  identifiable  intangible
assets (patent application, trademark and websites) 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 has been included in
BigString's  consolidated  financial  statements from July 16, 2004, the date of
closing.

4.    PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
                                                         December, 31
                                                      2006          2005
                                                   ---------     ---------
      Computer equipment and internal software     $ 253,115     $  79,639
      Furniture and fixtures                           8,600         4,229
                                                   ---------     ---------
                                                     261,715        83,868
      Less accumulated depreciation                   47,103         9,408
                                                   ---------     ---------
                                                   $ 214,612     $  74,460
                                                   =========     =========

                                      F-15
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Depreciation expense for the years ended December 31, 2006 and 2005, and for the
period  October 8, 2003 (Date of  Formation)  through  December  31,  2006,  was
$38,270, $7,555 and $47,678, respectively.

5.    GOODWILL AND OTHER INTANGIBLES

Other  intangibles  consist of patent and trademark fees, logos and source codes
and websites.  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 $1,036,335,  $960,000
and  $2,436,616  for the years ended  December  31,  2006 and 2005,  and for the
period  October  8,  2003  (Date  of  Formation)   through  December  31,  2006,
respectively.

Other intangible assets consist of the following:

                                                      December, 31
                                                  2006             2005
                                              -----------      -----------
      Patent application, trademark,
         logos, websites and source codes     $ 5,416,067      $ 4,803,067
      Accumulated amortization                 (2,436,616)      (1,400,281)
                                              -----------      -----------
                                              $ 2,979,451      $ 3,402,786
                                              ===========      ===========

Should the patent  for  BigString's  Universal  Recallable,  Erasable  and Timed
Delivery Email not be issued, BigString will write-off the unamortized amount of
the patent intangible  amount.  Estimated  amortization  expenses for intangible
assets for the next five years, are as follows:

                                                        Estimated
                        Years Ending                  Amortization
                        December 31,                     Expense
                        ------------                ---------------
                        2007                        $     1,083,213
                        2008                              1,083,213
                        2009                                642,933
                        2010                                122,600
                        2011                                 47,492

Patent  application  and  trademark,  logos,  websites  and  source  codes  have
weighted-average useful lives remaining of 1.8 and 2.7 years, respectively.

6.    INCOME TAXES

At December  31, 2006,  BigString  has a net  operating  loss  carry-forward  of
approximately $6 million,  which expires in various years through 2027. 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-forward,  BigString  has
recorded a valuation allowance for the entire amount of the deferred tax asset.

                                      F-16
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.    COMMON STOCK

On July 18, 2005,  BigString  amended its Certificate of Incorporation to, among
other  things,  (i) change its name from Recall Mail  Corporation  to  BigString
Corporation,  and (ii) increase the number of shares  BigString is authorized to
issue from 50,000,000  shares to 250,000,000  shares,  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 400,000  shares of
preferred stock outstanding.

In October 2003, the month of BigString's formation, BigString issued 21,210,000
shares of its common stock 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.

During 2004, BigString issued 185,000 shares of common stock valued at $0.21 per
share  in  consideration  for  consulting  services  provided  by two  marketing
consultants. BigString recorded consulting expense of $39,251 in connection with
the issuance of these shares.

During 2005,  BigString issued 50,000 shares of common stock valued at $0.25 per
share for  business  advisory  services  performed  by a member of our  Advisory
Board. BigString recorded compensation expense of $12,500 in connection with the
issuance of these shares.

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.

On May 2, 2006,  BigString  issued  1,250,000  shares of common  stock,  a fully
vested five year  warrant to purchase  225,000  shares of common  stock at a per
share purchase price of $0.48,  and a fully vested five year warrant to purchase
225,000  shares  of  common  stock at a per share  purchase  price of $1.00,  in
consideration  for  business  consultant  services  to be  provided  by Lifeline
Industries, Inc. The market value of BigString's common stock at May 2, 2006 was
$0.82 per share.  BigString  also agreed to register  the shares of common stock
and the shares of common stock underlying the warrants.  BigString  recorded the
transaction in accordance with SFAS No. 123(R). The common stock issued resulted
in a deferred  consulting  expense of  $1,025,000  and will be expensed over the
life of the agreement,  which is 3 years.  BigString expensed consulting fees of
$227,777 for the year ended  December  31, 2006,  and the balance of

                                      F-17
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$797,223  of  total   unrecognized   compensation   cost  is   included   within
paid-in-capital on BigString's consolidated balance sheet.

On May  19,  2006,  BigString  completed  the  acquisition  of  certain  assets,
including  two  websites,  from a  principal  of  Lifeline  Industries,  Inc. In
consideration  for the assets,  BigString issued 750,000 shares of common stock.
The  market  value of  BigString's  common  stock at May 19,  2006 was $0.80 per
share.  BigString  has also agreed to register  the shares of common  stock.  In
conjunction  with this  acquisition,  BigString has recorded an intangible asset
for $600,000.

Additionally,  in May 2006,  BigString  redeemed  2,000,000 shares of its common
stock  from  each of  Charles  A.  Handshy,  Jr.  and David L.  Daniels,  former
directors of BigString,  and  2,000,000  shares of its common stock from each of
their  spouses,  June E. Handshy and Deborah K. Daniels,  at a purchase price of
$0.05  per  share.  As a result of these  redemptions,  BigString  redeemed  and
retired a total of  8,000,000  shares  of its  outstanding  common  stock for an
aggregate purchase price of $400,000.

8.    PREFERRED STOCK

On May 19 2006, BigString issued a total of 400,000 shares of Series A Preferred
Stock, par value $0.0001 per share, and warrants to purchase 1,000,000 shares of
common stock to Witches Rock Portfolio Ltd., The Tudor BVI Global Portfolio Ltd.
and Tudor  Proprietary  Trading,  L.L.C.,  for an  aggregate  purchase  price of
$2,000,000. The shares of Series A Preferred Stock are convertible under certain
circumstances  into shares of common stock.  The warrants are  convertible  into
shares of common  stock at an exercise  price per share of $1.25  (market  price
$0.80 per share).  BigString has  registered the shares of common stock issuable
upon  conversion  of the  shares of Series A  Preferred  Stock and the shares of
common stock  underlying  the warrants.  In conjunction  with this  transaction,
BigString  incurred a fee of $140,000,  which is included in additional  paid in
capital.

BigString  accounted  for the  convertible  preferred  stock under SFAS No. 133,
"Accounting  for Derivative  Instruments  and Hedging  Activities,"  and related
interpretations  including  EITF Issue No.  00-19,  "Accounting  for  Derivative
Financial  Instruments  Included to, and Potentially Settled in, a Company's Own
Stock." BigString performed calculations allocating the proceeds of the Series A
Preferred  Stock with detachable  warrants to each respective  security at their
fair  values.  The value of the warrants of $400,000 was recorded as a reduction
of the convertible  preferred stock and credited to additional  paid-in-capital.
The recorded  discount of $480,000  resulting from allocation of proceeds to the
beneficial  conversion feature is analogous to a dividend and is recognized as a
return to the preferred  stockholders at the date of issuance of the convertible
preferred stock.

9.    SHARE-BASED COMPENSATION

On January 1, 2006,  BigString adopted SFAS No. 123(R),  "Share-Based  Payment,"
requiring the recognition of compensation expense in the consolidated statements
of  operations  related  to the fair  value  of its  employee  and  non-employee
share-based  options  and  warrants.  SFAS No.  123(R)  revises  SFAS  No.  123,
"Accounting  for Stock-Based  Compensation,"  and supersedes APB Opinion No. 25,
"Accounting  for Stock Issued to Employees."  SFAS No. 123(R) is

                                      F-18
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

supplemented  by SAB No. 107,  "Share-Based  Payment." SAB No. 107 expresses the
SEC staff's views regarding the interaction  between SFAS No. 123(R) and certain
SEC results and  regulations  including  the  valuation of  share-based  payment
arrangements.

Compensation for Services:

During 2004,  BigString  issued warrants as payment for advisory  services.  The
warrants provided for the purchase of 60,000 shares of BigString's  common stock
at an exercise  price of $0.25.  Prior to the January 1, 2007  expiration  date,
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. The remainder of these
warrants was exercised in 2006,  which resulted in 15,000 shares of common stock
being  issued to the holder  thereof.  As a result of this  exercise,  BigString
recorded a subscription receivable of $3,750. In connection with the issuance of
these warrants, BigString recorded an expense of $3,500 which is included in the
consolidated  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 $0.25 per share.  Certain of
these warrants were exercised in 2006, which resulted in 50,000 shares of common
stock  being  issued to the  holders  thereof.  As a result of these  exercises,
BigString recorded a subscription  receivable of $12,500. In addition, a warrant
providing  for the purchase of 50,000  shares of common stock expired 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 consolidated statements 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 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 September 23, 2005,  BigString  granted 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 and the grants are  non-forfeitable.  Certain of these  warrants  were
partially  exercised in 2006,  which  resulted in 100,000 shares of common stock
being  issued to the holder  thereof.  As a result of these  partial  exercises,
BigString received $18,000 in gross proceeds. In connection with the issuance of
these warrants,  BigString  recorded an expense of $171,800 which is included in
BigString's  consolidated  statements 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 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.

                                      F-19
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As discussed in Note 7, on May 2, 2006,  BigString  issued  warrants to purchase
shares of common stock in consideration for business  consultant  services to be
provided  by  Lifeline  Industries,  Inc. A total of  $135,300  of the  deferred
compensation  in connection  with the warrants will be expensed over a period of
36 months.  For the year ended December 31, 2006,  BigString expensed $30,065 in
connection  with these  services.  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 5.0%;  and  expected  life of 2
years. The weighted average fair value of these warrants was $0.42 and $0.18 per
share, respectively.

On December 1, 2006,  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 $0.50 per share.  Each of
these  warrants  is due to expire on December 1, 2011.  In  connection  with the
issuance of these  warrants,  BigString  recorded an expense of $6,530  which is
included in BigString's consolidated statements of operations for the year ended
December 31, 2006.  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 4.5%;  and  expected  life of 2.6  years.  The
weighted average fair value of these warrants was $0.08 per share.

Information  regarding the warrants  outstanding,  all of which are exercisable,
for 2006 and 2005 is as follows:

<TABLE>
<CAPTION>
                                                                                     Weighted
                                                                         Weighted     Average
                                                                          Average    Remaining          Aggregate
                                                                         Exercise   Contractual         Intrinsic
                                                        Shares             Price        Term              Value
                                                      -----------        --------   ------------       ----------
<S>                                                    <C>                <C>             <C>          <C>
Warrants outstanding at December 31, 2004                 15,000          $ 0.25
Warrants granted                                       2,543,545          $ 0.18
Warrants exercised                                            --          $   --
Warrants cancelled/forfeited/expired                          --          $   --
                                                       ---------          ------
Warrants outstanding at December 31, 2005              2,558,545          $ 0.18          4.6          $         0
                                                       =========          ======          ===          ===========

Warrants granted                                       1,550,000          $ 1.05
Warrants exercised                                      (165,000)         $ 0.21
Warrants cancelled/forfeited/expired                          --          $   --
                                                       ---------          ------
Warrants outstanding at December 31, 2006              3,943,545          $ 0.52          5.2          $ 1,501,939
                                                       =========          ======          ===          ===========

Warrants exercisable at December 31, 2005              2,558,545          $ 0.18          4.6          $         0
                                                       =========          ======          ===          ===========
Warrants exercisable at December 31, 2006              3,943,545          $ 0.52          5.2          $ 1,501,939
                                                       =========          ======          ===          ===========
</TABLE>

The aggregate  intrinsic  value in the table above  represents the total pre-tax
intrinsic  value (the  aggregate  difference  between the closing stock price of
BigString's  common  stock on  December  31,  2006 and the  exercise  price  for
in-the-money  warrants) that would have been received by the warrant  holders if
all  in-the-money  warrants had been  exercised on December 31, 2006.  BigString
common stock was not publicly  traded in 2005 and the aggregate  intrinsic value
for the year  ending  December  31,  2005 was $0. The total  intrinsic  value of
warrants  exercised  in the year  ended  December  31,  2006 was  $92,800.  Cash
received and subscription  receivables from


                                      F-20
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

warrant exercises for the year ended December 31, 2006 were $18,000 and $16,250,
respectively.

The  weighted  average  grant date fair value of  warrants  granted in the years
ended December 31, 2006 and 2005 was $0.17 and $0.07, respectively.

Equity Incentive Plan and Stock Options Issued to Consultant:

At the 2006 Annual  Meeting of  Stockholders,  the  BigString  Corporation  2006
Equity  Incentive Plan (the "Equity  Incentive Plan") was approved by a majority
of BigString's  stockholders.  Under the Equity  Incentive  Plan,  incentive and
nonqualified  stock options or rights to purchase common stock may be granted to
eligible  participants.  Options are generally priced to be at least 100% of the
fair market value of BigString's common stock at the date of the grant.  Options
are generally granted for a term of five or ten years. Options granted under the
Equity Incentive Plan generally vest between one and five years.

On July 11, 2006,  BigString approved the grant of a non-qualified  stock option
to purchase  575,100  shares of common stock to Kieran Vogel in connection  with
his participation in OurPrisoner,  the interactive  Internet  television program
available  through  the  entertainment  portal  being  operated  by  BigString's
wholly-owned  subsidiary,  BigString  Interactive.  As of December 16, 2006, Mr.
Vogel  completed  his  obligation in connection  with his  participation  in the
OurPrisoner  program and  subsequently  entered into a contractual  relationship
with  BigString.  The  non-qualified  stock option has a term of five years from
July 11,  2006 and an  exercise  price of $0.32 per  share.  For the year  ended
December  31,  2006,  BigString  recorded  a  consulting  expense  of $47,775 in
accordance with the provisions of that contract.

On July  11,  2006,  BigString  granted  incentive  stock  options  to  purchase
2,620,000  shares of common stock under its Equity  Incentive Plan to certain of
BigString's  employees.  Incentive stock options to purchase 1,450,000 shares of
common stock were  granted at an exercise  price of $0.32 per  underlying  share
with 25% vesting every three months for one year, and incentive stock options to
purchase  1,170,000  shares of common stock were granted at an exercise price of
$0.50 per underlying share with vesting over periods of three and four years. In
addition, non-qualified stock options to purchase 600,000 shares of common stock
were granted to two  non-employee  directors  at an exercise  price of $0.50 per
underlying share with vesting over a period of three years.

On September 18, 2006,  BigString  granted an incentive stock option to purchase
1,800,000  shares of common stock under its Equity Incentive Plan to BigString's
newly appointed Executive Vice President, Chief Financial Officer and Treasurer.
When vested, 400,000 shares of common stock will be eligible for purchase at the
per share price equal to $0.24;  600,000 shares of common stock will be eligible
for purchase at $0.50 per share; 400,000 shares of common stock will be eligible
for  purchase  at $.90 per share;  and  400,000  shares of common  stock will be
eligible  for  purchase at $1.25 per share.  The  incentive  stock  option vests
quarterly  over a three year period,  and the shares of common stock  subject to
the incentive stock option will vest in order of exercise price, with the shares
with the lower exercise price vesting first.

                                      F-21
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2006,  BigString recorded  consulting expense of
$47,775  and  stock-based  compensation  expense  of  $38,698.  SFAS No.  123(R)
requires  forfeitures  to be  estimated  at the time of grant  and  revised,  if
necessary,  in  subsequent  periods if actual  forfeitures  differ from  initial
estimates.  Stock-based  compensation  expense  was  recorded  net of  estimated
forfeitures.

Information regarding the stock options outstanding during the year ended
December 31, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                                       Weighted
                                                                                        Average
                                                                        Weighted       Remaining       Aggregate
                                                                         Average      Contractual      Intrinsic
                                                       Shares        Exercise Price       Term           Value
                                                      --------       --------------   -----------      ---------
<S>                                                   <C>                 <C>              <C>         <C>
Options outstanding at December 31, 2005                     --           $   --
Options granted                                       5,595,100           $ 0.50
Options exercised                                            --           $   --
Options cancelled/forfeited/expired                          --           $   --
                                                      ---------           ------
Options outstanding at December 31, 2006              5,595,100           $ 0.50           7.8         $1,763,195
                                                      =========           ======           ===         ==========

Options exercisable at December 31, 2006              1,087,600           $ 0.31           5.2         $  501,420
                                                      =========           ======           ===         ==========
</TABLE>

The aggregate  intrinsic  value in the table above  represents  the total pretax
intrinsic  value (the  aggregate  difference  between the closing stock price of
BigString's  common  stock on  December  31,  2006 and the  exercise  price  for
in-the-money options) that would have been received by the option holders if all
in-the-money  options  had been  exercised  on  December  31,  2006.  The  total
intrinsic value of options exercised in the year ended December 31, 2006 was $0.

The weighted  average grant date fair value of options granted in the year ended
December 31, 2006 was $0.06.

Cash  received  from option  exercises  and purchases of shares under the Equity
Incentive  Plan for the year  ended  December  31,  2006 was $0.  The  total tax
benefit  attributable  to options  exercised in the year ended December 31, 2006
was $0.

The fair value of each option  award is estimated on the date of grant using the
Black-Scholes valuation model, consistent with the provisions of SFAS No. 123(R)
and SAB No. 107.  Because  option-pricing  models  require the use of subjective
assumptions,  changes in these  assumptions can materially affect the fair value
of the options. We have limited relevant  historical  information to support the
expected exercise behavior because our stock has been publicly traded only since
May 1, 2006. The following table presents the weighted-average  assumptions used
to  estimate  the fair  values  of the  stock  options  granted  in the  periods
presented:


                                      F-22
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                  Period
                                                              October 8, 2003
                                                                 (Date of
                                       Years ended               Formation)
                                       December 31,               Through
                                   2006           2005       December 31, 2006
                                 --------       --------     -----------------

      Risk-free interest rate      5.03%            --              5.03%
      Expected volatility            39%            --                39%
      Expected life (in years)      2.6             --               2.6
      Dividend yield                 --             --                --

The  risk-free  interest  rate is based on the U.S.  Treasury  yield  for a term
consistent  with the  expected  life of the  awards in effect at the time of the
grant.

BigString  estimates the volatility of its common stock at the date of the grant
based on historical  volatility,  expected  volatility and publicly  traded peer
companies.

The expected life of stock options  granted under the Equity  Incentive  Plan is
based on management judgment,  publicly traded peer companies and the simplified
method as prescribed in SAB No. 107.

BigString has no history or  expectations of paying cash dividends on its common
stock.

10.   COMMITMENTS AND CONTINGENCIES

Leases:

BigString leases its facilities which require BigString to pay certain executory
costs (such as insurance and maintenance).

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

                      Years Ending               Minimum
                      December 31            Lease Payments
                      -----------            --------------

                          2007                     30,900
                                               ----------
                                               $   30,900
                                               ==========

Rental  expense was  approximately  $73,535,  $20,400 and $112,386 for the years
ended  December 31, 2006 and 2005,  and for the period  October 8, 2003 (Date of
Formation) through December 31, 2006, respectively.


                                      F-23
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consulting Agreements:

On January 27, 2004,  BigString  entered  into an agreement  with Greene Inc. to
provide  public  relations  services.  BigString  incurred  consulting  expenses
totaling  $91,355 for the year ending  December  31, 2006 and  $103,504  for the
period  October  8, 2003 (Date of  Formation)  through  December  31,  2006.  In
consideration  for services  performed,  BigString  also issued to Howard Greene
140,000 shares of common stock in April, 2005.

On September 23, 2005,  BigString signed a one-year business consultant services
agreement with a related party.  Upon signing this  agreement,  BigString paid a
$25,000 non-refundable retainer fee to be applied toward monthly invoices. As of
December 31, 2006, the $25,000 amount was fully applied.

On May 2, 2006,  BigString  signed a  three-year  business  consultant  services
agreement with Lifeline Industries, Inc. In consideration for the services to be
performed under the agreement, BigString issued to Lifeline Industries, Inc. (i)
1,250,000  shares of common  stock,  (ii) a fully  vested,  five year warrant to
purchase  225,000 shares of common stock at a per share purchase price of $0.48,
and (iii) a fully vested, five year warrant to purchase 225,000 shares of common
stock at a per share  purchase  price of $1.00.  BigString  incurred  consulting
expenses  totaling  $257,842 for the year ended December 31, 2006 and the period
October 8, 2003 (Date of Formation)  through  December 31, 2006.  These expenses
are included in selling, general and administrative expenses in the consolidated
statements of operations.

On July 11, 2006  BigString  issued a consultant  agreement with Kieran Vogel in
connection  with  his  participation  in  the  OurPrisoner  program.  Mr.  Vogel
subsequently  entered  into  a  contractual   relationship  with  BigString.  In
consideration  for the services to be performed  under the agreement,  BigString
granted a non-qualified stock option as payment for services. BigString incurred
consulting  expenses  totaling $47,775 for the year ending December 31, 2006 and
the period October 8, 2003 (Date of Formation) through December 31, 2006.

On December 19, 2006  BigString  announced the formation of an Advisory Board to
advise the  company on  operational  matters.  On  December  1, 2006,  BigString
granted  warrants  to two members of the  Advisory  Board in  consideration  for
advisory services.  BigString incurred  consulting  expenses totaling $6,530 for
the year  ending  December  31,  2006 and the  period  October  8, 2003 (Date of
Formation) through December 31, 2006.

Marketing Affiliate Commitments:

In connection with contracts to provide email services to marketing  affiliates,
BigString  may be obligated to make  payments,  which may represent a portion of
net advertising revenues, to its marketing affiliates.  As of December 31, 2006,
these commitments were not material.

Other Commitments:

In the ordinary course of business,  BigString may provide  indemnifications  to
customers, vendors, lessors, marketing affiliates, directors, officers and other
parties with  respect to certain  matters.  It is not possible to determine  the
aggregate maximum potential loss under these


                                      F-24
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

indemnification  agreements due to the limited history of prior  indemnification
claims  and  unique  circumstances  involved  in each  agreement.  Historically,
BigString has not incurred  material costs as a result of obligation under these
agreements and has not accrued any liabilities related to such agreements.

As of  December  31,  2006,  BigString  did  not  have  any  relationships  with
unconsolidated entities or financial partnerships, such as structured finance or
special purpose  entities,  which would have been established for the purpose of
facilitating off-balance sheet arrangements or other limited purposes. BigString
is not exposed to financing,  liquidity, market or credit risks that could arise
under such relationships.


                                      F-25
<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.

   3.1.3      Certificate of Designations of Series A Preferred Stock, par value
              $0.0001 per share,  of  BigString,  incorporated  by  reference to
              Exhibit 3.1.3 to the Current Report on Form 8-K filed with the SEC
              on May 22, 2006.

   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.


                                      E-1
<PAGE>

   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.

   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.


                                      E-2
<PAGE>

   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.

   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., incorporated by reference to
              Exhibit  10.25 to the Annual  Report on Form 10-KSB filed with the
              SEC on March 31, 2006.

   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.

   10.31.1    Lease between BigString,  as Tenant, and Walter Zimmerer & Son, as
              Landlord,  dated  May 26,  2006,  for the  premises  located  at 3
              Harding Road, Suite E, Red Bank, New Jersey 07701, incorporated by
              reference to Exhibit 10.31.1 to the Registration Statement on Form
              SB-2  (Registration No. 333-135837) filed with the SEC on July 18,
              2006.

   10.32      Business Consultant Services Agreement,  dated May 2, 2006, by and
              between BigString and Lifeline Industries,  Inc.,  incorporated by
              reference to Exhibit 10.32 to the Current Report on Form 8-K filed
              with the SEC on May 4, 2006.

   10.33      Securities  Purchase  Agreement,  dated as of May 19, 2006, by and
              among  BigString and Witches Rock  Portfolio  Ltd.,  The Tudor BVI
              Global  Portfolio  Ltd.  and Tudor  Proprietary  Trading,  L.L.C.,
              including  Schedule 1 - Schedule  of  Purchasers,  and Exhibit C -
              Form of Warrant.  Upon the request of the SEC, BigString agrees to
              furnish  copies of each of the  following  schedules and exhibits:
              Schedule  2-3.2(d)  -  Warrants;  Schedule  2-3.3  -  Registration
              Rights;  Schedule 2-3.7 - Financial Statements;  Schedule 2-3.10 -
              Broker's or Finder's Fees; Schedule 2-3.11 - Litigation;  Schedule
              2-3.16  -  Intellectual   Property  Claims  Against  the  Company;
              Schedule  2-3.17 -  Subsidiaries;  Schedule  2-3.19(a)  - Employee
              Benefit Plans;  Schedule  2-3.22 - Material  Changes;  Exhibit A -
              Form of  Certificate  of  Designations  of the Series A  Preferred
              Stock; Exhibit B - Form of Registration Rights Agreement;  Exhibit
              D - Form of  Giordano,  Halleran  & Ciesla,  P.C.  Legal  Opinion,
              incorporated  by reference to Exhibit 10.33 to the Current  Report
              on Form 8-K filed with the SEC on May 22, 2006.

   10.34      Registration  Rights  Agreement,  dated as of May 19, 2006, by and
              among  BigString and Witches Rock  Portfolio  Ltd.,  The Tudor BVI
              Global  Portfolio  Ltd.  and Tudor  Proprietary  Trading,  L.L.C.,
              incorporated  by reference to Exhibit 10.34 to the Current  Report
              on Form 8-K filed with the SEC on May 22, 2006.

   10.35      Asset Purchase Agreement, dated as of May 19, 2006, by and between
              BigString  and Robb Knie.  Upon the request of the SEC,  BigString
              agrees  to  furnish  a copy of  Exhibit  A - Form of  Registration
              Rights   Agreement,   and   Exhibit  B  -   Investor   Suitability
              Questionnaire,  incorporated  by reference to Exhibit 10.35 to the
              Current Report on Form 8-K filed with the SEC on May 22, 2006.


                                      E-5
<PAGE>

   10.36      Registration  Rights  Agreement,  dated as of May 19, 2006, by and
              between  BigString  and Robb Knie,  incorporated  by  reference to
              Exhibit 10.36 to the Current Report on Form 8-K filed with the SEC
              on May 22, 2006.

   10.37      Stock  Redemption  Agreement,  dated May 31, 2006,  by and between
              BigString  and David L.  Daniels,  incorporated  by  reference  to
              Exhibit  10.37  to  the   Registration   Statement  on  Form  SB-2
              (Registration No. 333-135837) filed with the SEC on July 18, 2006.

   10.38      Stock  Redemption  Agreement,  dated May 31, 2006,  by and between
              BigString  and Deborah K.  Daniels,  incorporated  by reference to
              Exhibit  10.38  to  the   Registration   Statement  on  Form  SB-2
              (Registration No. 333-135837) filed with the SEC on July 18, 2006.

   10.39      Stock  Redemption  Agreement,  dated May 31, 2006,  by and between
              BigString and Charles A. Handshy,  Jr.,  incorporated by reference
              to  Exhibit  10.39  to the  Registration  Statement  on Form  SB-2
              (Registration No. 333-135837) filed with the SEC on July 18, 2006.

   10.40      Stock  Redemption  Agreement,  dated May 31, 2006,  by and between
              BigString  and  June E.  Handshy,  incorporated  by  reference  to
              Exhibit  10.40  to  the   Registration   Statement  on  Form  SB-2
              (Registration No. 333-135837) filed with the SEC on July 18, 2006.

   10.41      Letter Agreement,  dated September 18, 2006, between BigString and
              Robert DeMeulemeester,  incorporated by reference to Exhibit 10.41
              to the Current  Report on Form 8-K filed with the SEC on September
              21, 2006.

   10.42      BigString Corporation 2006 Equity Incentive Plan.

   10.42.1    Form of Incentive Option Agreement (Employees).

   10.42.2    Form of Director Option Agreement (Non-employee Directors).

   14.1       Code of Ethics of BigString,  incorporated by reference to Exhibit
              14.1 to the  Annual  Report on Form  10-KSB  filed with the SEC on
              March 31, 2006.

   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.


                                      E-6
<PAGE>

   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-7