UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934
         For the quarterly period ended June 30, 2007

[_]      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
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


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


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


                                 (732) 741-2840
                                 --------------
                (Issuer'stelephone number, including area code)


--------------------------------------------------------------------------------
              (Former name, former address and formal fiscal year,
                         if changed since last report)


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 [_]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [_]  No [X]

As of August 13,  2007,  there were  47,367,125  shares of the  Issuer's  Common
Stock, par value $0.0001 per share, outstanding.

Transitional Small Business Disclosure Format (check one):   Yes [_] No [X]

<page>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain  information  included in this Quarterly  Report on Form 10-QSB
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 the  Registrant's  filings with the Securities and Exchange
Commission (the "SEC") from time to time,  including our registration  statement
on Form SB-2 (Registration No. 333-143793), filed with the SEC on June 15, 2007,
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 Quarterly Report on Form 10-QSB.




<page>
<table>
<caption>
                                       BIGSTRING CORPORATION

                                        INDEX TO FORM 10-QSB
                                        --------------------


PART I.  FINANCIAL INFORMATION
-------  ---------------------
                                                                                                PAGE
                                                                                                ----

               <c>                                                                            <c>
Item 1.           Financial Statements............................................................1

                  Consolidated Balance Sheets as of June 30, 2007 (unaudited)
                  and December 31, 2006 ..........................................................2

                  Consolidated Statements of Operations (unaudited)
                  for the three and six months ended June 30, 2007 and 2006
                  and the period October 8, 2003 (Date of Formation) through June 30, 2007 .......3

                  Consolidated Statements of Stockholders' Equity (unaudited)
                  for the six months ended June 30, 2007
                  and the period October 8, 2003 (Date of Formation) through June 30, 2007........4

                  Consolidated Statements of Cash Flows (unaudited)
                  for the six months ended June 30, 2007 and 2006
                  and the period October 8, 2003 (Date of Formation) through June 30, 2007........6

                  Notes to Unaudited Consolidated Financial Statements............................7

Item 2.           Management's Discussion and Analysis
                  or Plan of Operation...........................................................22

Item 3.           Controls and Procedures........................................................30


PART II. OTHER INFORMATION
-------- -----------------

Item 1.           Legal Proceedings..............................................................31

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds....................31

Item 3.           Defaults Upon Senior Securities................................................31

Item 4.           Submission of Matters to a Vote of Security Holders............................31

Item 5.           Other Information..............................................................31

Item 6.           Exhibits.......................................................................31

Signatures        ...............................................................................32

Index of Exhibits...............................................................................E-1

</table>
<page>


                          PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements
         --------------------

         Certain information and footnote  disclosures required under accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed  or  omitted  from the  following  consolidated  financial  statements
pursuant to the rules and regulations of the Securities and Exchange  Commission
(the  "SEC").  It  is  suggested  that  the  following   consolidated  financial
statements  be read in  conjunction  with the  year-end  consolidated  financial
statements  and notes  thereto  included in the Annual Report on Form 10-KSB for
the year ended December 31, 2006 of BigString Corporation ("BigString").

         The results of  operations  for the six months  ended June 30, 2007 and
2006 are not necessarily  indicative of the results of the entire fiscal year or
for any other period.



                                        1
<page>
<table>
<caption>

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


                                                                        June 30, 2007   December 31, 2006
                                                                        --------------  -----------------
                                                                          (Unaudited)

                                                                             <c>               <c>
                                                 ASSETS

Current assets:
      Cash and cash equivalents                                          $    479,719      $    517,074
      Accounts receivable - net of allowance of $90 and $0                      1,783             1,736
      Prepaid expenses and other current assets                                 9,500             4,625
                                                                         ------------      ------------

         Total current assets                                                 491,002           523,435

Property and equipment - net                                                  188,686           214,612

Intangible assets - net                                                     2,437,845         2,979,451

Other assets                                                                  166,218             8,872
                                                                         ------------      ------------

           TOTAL ASSETS                                                  $  3,283,751      $  3,726,370
                                                                         ============      ============


                                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable                                                   $    177,828      $     83,179
      Accrued expenses                                                         15,600           125,179
      Unearned revenue                                                         14,182             4,681
                                                                         ------------      ------------

         Total current liabilities                                            207,610           213,039

Long-term liabilities:
      Long-term debt                                                          148,808                --

           TOTAL LIABILITIES                                                  356,418           213,039

Stockholders' equity:
      Preferred stock, $.0001 par value - authorized 1,000,000 shares;
        outstanding 400,000 and 400,000 shares, respectively                       40                40
      Common stock, $.0001 par value - authorized 249,000,000 shares;
        outstanding 47,367,125 and 46,935,125 shares, respectively              4,737             4,694
      Additional paid in capital                                           11,072,799         9,980,762
      Subscription receivable                                                      --           (16,250)
      Deficit accumulated during the development stage                     (8,150,243)       (6,455,915)
                                                                         ------------      ------------

         Total stockholders' equity                                         2,927,333         3,513,331
                                                                         ------------      ------------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $  3,283,751      $  3,726,370
                                                                         ============      ============


                        See notes to unaudited consolidated financial statements.

                                                    2
</table>
<page>
<table>
<caption>

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


                                                                                                                  Period
                                                                                                              October 8, 2003
                                                                                                            (Date of Formation)
                                               Three Months Ended June 30,       Six Months Ended June 30,        Through
                                                  2007             2006            2007            2006        June 30, 2007
                                               ------------    ------------    ------------    ------------    -------------

                                                 <c>             <c>             <c>             <c>           <c>
Net sales                                      $      9,412    $      2,887    $     19,187    $      6,059    $     45,982

Costs and expenses(1):
     Cost of revenues                                25,796          50,713          69,120          73,975         362,201
     Research and development                       118,290         133,629         257,387         262,803       1,366,168
     Sales and marketing                            136,793          28,070         203,739          38,882         554,125
     General and administrative                     329,110         247,408         604,357         405,807       2,472,117
    Amortization of intangibles                     270,803         250,000         541,606         490,000       2,978,222
                                               ------------    ------------    ------------    ------------    ------------
                                                    880,792         709,820       1,676,209       1,271,467       7,732,833
                                               ------------    ------------    ------------    ------------    ------------

Loss from operations                               (871,380)       (706,933)     (1,657,022)     (1,265,408)     (7,686,851)

Interest expense/income                             (41,462)         10,365         (37,306)         14,853          16,608
                                               ------------    ------------    ------------    ------------    ------------

Net loss                                       $   (912,842)   $   (696,568)   $ (1,694,328)   $ (1,250,555)   $ (7,670,243)
                                               ============    ============    ============    ============    ============

Loss per common share - basic and diluted      $      (0.02)   $      (0.02)   $      (0.04)   $      (0.03)
                                               ============    ============    ============    ============

Weighted average common shares
    outstanding - basic and diluted              47,334,158      51,264,630      47,198,108      52,013,219
                                               ============    ============    ============    ============

 (1)Stock-based compensation by
    function included above
     Cost of revenues                          $         --    $         --    $        903    $         --    $     29,541
     Research and development                        10,770              --          21,832              --          68,681
     Sales and marketing                             23,023              --         117,159              --         157,323
     General and administrative                     138,554          32,230         254,218          32,230         723,863
                                               ------------    ------------    ------------    ------------    ------------
      Total stock-based compensation expense   $    172,347    $     32,230    $    394,112    $     32,230    $    979,408
                                               ============    ============    ============    ============    ============

                                   See notes to unaudited consolidated financial statements.

                                                               3
</table>
<page>
<table>
<caption>

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


                                                Preferred Stock         Common Stock
                                             -------------------  ------------------------   Additional
                                                No. of              No. of                     Paid-In    Subscription     Retained
                                   Total        Shares   Amount     Shares       Amount        Capital     Receivable      Earnings
------------------------------------------------------------------------------------------------------------------------------------

                               <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)          --            --

Issuance of common stock for
   consulting services
   (valued at $0.82 per share)           --         --        --    1,250,000          125          (125)          --            --

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

                                                                 4
</table>
<page>
<table>
<caption>

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

                                                Preferred Stock         Common Stock
                                             -------------------  ------------------------   Additional
                                                No. of               No. of                    Paid-In    Subscription     Retained
                                    Total       Shares    Amount     Shares        Amount      Capital     Receivable      Earnings
------------------------------------------------------------------------------------------------------------------------------------

                               <c>           <c>         <c>        <c>            <c>       <c>             <c>            <c>

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)
------------------------------------------------------------------------------------------------------------------------------------

Exercise of warrants (at $0.16,
   $0.20 and $0.25 per share)         16,250          --       --           --          --           --        16,250            --

Issuance of common stock
   for consulting services
   (valued at $0.33 and $0.50
   per share)                             --          --       --      432,000          43          (43)           --            --

Stock-based compensation
   expense                           394,112          --       --           --          --      394,112            --            --

Allocation to warrants from
   sale of convertible
   promissory notes and
   warrants                           31,320          --       --           --          --       31,320            --            --

Beneficial conversion feature
   of convertible promissory
   notes                             666,648          --       --           --          --      666,648            --            --

Net loss                          (1,694,328)         --       --           --          --           --            --    (1,694,328)

------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2007           $ 2,927,333     400,000  $    40   47,367,125  $    4,737  $11,072,799   $        --   $(8,150,243)
------------------------------------------------------------------------------------------------------------------------------------

                                     See notes to unaudited consolidated financial statements.

                                                                 5
</table>
<page>
<table>
<caption>

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


                                                                                                          Period
                                                                                                      October 8, 2003
                                                                       Six Months       Six Months  (Date of Formation)
                                                                          Ended            Ended          Through
                                                                      June 30, 2007    June 30, 2006   June 30, 2007
                                                                      -------------    -------------   -------------

                                                                        <c>                <c>            <c>
Cash flows from operating activities:
    Net loss                                                           $ (1,694,328)   $ (1,250,555)   $ (7,670,243)
Adjustments to reconcile net loss
   to net cash used in operating activities:
    Depreciation of property and equipment                                   25,926          12,062          73,603
    Amortization of intangibles                                             541,606         490,000       2,978,222
    Amortization of other assets                                             48,210              --          48,210
    Stock-based compensation                                                394,112          32,230         979,408
    Changes in operating assets and liabilities:
       (Increase) in accounts receivable, net                                   (47)         (3,157)         (1,783)
       (Increase) in prepaid expenses and other assets                       (1,843)         (3,958)        (15,340)
       Increase in accounts payable                                          94,649          70,252         177,828
       (Decrease) increase in accrued expenses and other liabilities       (101,579)          3,822          20,534
       Increase (decrease) in unearned revenue                                9,501            (375)         14,182
                                                                       ------------    ------------    ------------
    Net cash used in operating activities                                  (683,793)       (649,679)     (3,395,379)
                                                                       ------------    ------------    ------------

Cash flows from investment activities:
    Purchase of property and equipment                                           --        (164,563)       (262,290)
    Acquisitions                                                                 --              --         (13,000)
                                                                       ------------    ------------    ------------
    Net cash used in investing activities                                        --        (164,563)       (275,290)
                                                                       ------------    ------------    ------------

Cash flows from financing activities:
    Proceeds from issuance of convertible notes and warrants, net           630,188              --         630,188
    Proceeds from issuance of preferred stock, net                               --       1,860,000       1,860,000
    Proceeds from exercise of common stock warrants and
       issuance of common stock                                              16,250              --       2,060,200
    Payments for redemption of common stock                                      --        (400,000)       (400,000)
                                                                       ------------    ------------    ------------
    Net cash provided by financing activities                               646,438       1,460,000       4,150,388
                                                                       ------------    ------------    ------------

Net (decrease) increase in cash                                             (37,355)        645,758         479,719

Cash - beginning of period                                                  517,074         820,857              --
                                                                       ------------    ------------    ------------

Cash - end of period                                                   $    479,719    $  1,466,615    $    479,719
                                                                       ============    ============    ============

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

    Stock-based compensation:
       Common stock issued for services                                $    331,250    $     28,472    $    610,778
       Common stock options issued for services                              40,314              --         126,787
       Common stock warrants issued for services                             22,548           3,758         241,843
                                                                       ------------    ------------    ------------
                                                                       $    394,112    $     32,230    $    979,408
                                                                       ============    ============    ============

                              See notes to unaudited consolidated financial statements.

                                                          6
</table>
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
        FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006 AND THE
        PERIOD OCTOBER 8, 2003 (DATE OF FORMATION) THROUGH JUNE 30, 2007

1.       DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
---------------------

The  consolidated  balance  sheet  as of June  30,  2007,  and the  consolidated
statements of  operations,  stockholders'  equity and cash flows for the periods
presented  herein have been  prepared by  BigString  and are  unaudited.  In the
opinion of management,  all adjustments  (consisting  solely of normal recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations,  changes in  stockholders'  equity  and cash  flows for all  periods
presented have been made. The information for the consolidated  balance sheet as
of December 31, 2006 was derived from audited financial statements.  The results
of  operations  for the  three  and six  months  ended  June  30,  2007  are not
necessarily  indicative  of the  results  to be  expected  for the  year  ending
December 31, 2007.

These Notes to Unaudited  Consolidated  Financial  Statements  should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included  in our Annual  Report on Form 10-KSB for the year ended  December  31,
2006 which was filed with the SEC on April 2, 2007.

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

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 Interactive, Inc. ("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.

Email Emissary, Inc. ("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 was dissolved on May 17, 2007.

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

                                       7
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

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 June 30, 2007 and December 31, 2006, cash equivalents approximated
$473,000 and $510,000, 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,  Canada, Europe
and Asia.

Advertising  revenues generated through two advertising services firms accounted
for 21% and 15% of our  revenues  for the six  months  ended June 30,  2007.  No
advertising services firm or customer generated greater than 10% of our revenues
for the six months ended June 30, 2006.

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 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  generally  recognizes revenue associated with its advertising
and  marketing  affiliation  programs  on a gross  basis  due  primarily  to the
following factors: BigString is the primary obligor; has general inventory risk;
has latitude in  establishing  prices;  has  discretion  in supplier  selection;
performs part of the service; and determines specifications.  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.

                                       8
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 reasonably estimate fair
value,  as a  reduction  of  revenue  rather  than as an  expense.  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
at June 30, 2007 and December, 31 2006 were $90 and $0, respectively.

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  method,  SFAS No. 123(R)
applies to new awards and to awards  modified,  repurchased,  or cancelled after
the required effective date of SFAS No. 123(R). Additionally, compensation costs
for the portion of the awards  outstanding as of the required  effective date of
SFAS No.  123(R),  for which the requisite  service has not been  rendered,  are
being  recognized  as the  requisite  service  is  rendered  after the  required
effective  date of SFAS No.  123(R).  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,  "Accounting for
Stock Based Compensation." 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.

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 six months  ended  June 30,  2007 and 2006,
BigString recorded  compensation expense of $331,250 and $28,472,  respectively,
in connection with the issuance of these shares.  For the period October 8, 2003
(Date of  Formation)  through June 30,  2007,  BigString  recorded  compensation
expense of $610,778 in connection with the issuance of these shares.

BigString  issues  stock  purchase  warrants  to  non-employees  as  stock-based
compensation.  The fair values of the stock  purchase  warrants are estimated on
the date of grant  using the  Black-Scholes  option-pricing  model.  For the six
months  ended June 30, 2007 and 2006,  BigString  did not issue  stock  purchase
warrants for services and recorded  compensation expenses of $22,548 and $3,758,
respectively,  associated with prior issuances of stock purchase  warrants.  For
the period October 8, 2003 (Date of Formation) through June 30, 2007,  BigString
recorded  compensation  expense of $241,843 in  connection  with the issuance of
stock purchase warrants for services.

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

                                       9
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

using the Black-Scholes  option-pricing model. For the six months ended June 30,
2007 and 2006,  BigString  recorded  compensation  expense  of  $40,314  and $0,
respectively.  For the period  October 8, 2003 (Date of Formation)  through June
30, 2007, BigString recorded compensation expense of $126,787. 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.

All research and development for the six months ended June 30, 2007 and 2006 was
performed  internally  for the benefit of BigString.  BigString does not perform
such activities for others.

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.

                                       10
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 EITF
Issue No. 00-19,  "Accounting for Derivative  Financial  Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock."

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. 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.

                                       11
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.       ACQUISITIONS

On December  11,  2006,  BigString  completed  the  acquisition  of the website,
DailyLOL.com,  pursuant to 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.

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. In conjunction  with this  acquisition,  BigString  acquired an
intangible  asset for $600,000  based on estimated fair value.  The  acquisition
included  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.

3.       PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<table>
<caption>
                                                    June 30, 2007     December, 31, 2006
                                                    -------------     ------------------

                                                          <c>                 <c>
         Computer equipment and internal software   $      253,115      $      253,115
         Furniture and fixtures                              8,600               8,600
                                                    --------------      --------------
                                                           261,715             261,715
         Less accumulated depreciation                      73,029              47,103
                                                    --------------      --------------
                                                    $      188,686      $      214,612
                                                    ==============      ==============
</table>

Depreciation  expense for the three  months  ended June 30,  2007 and 2006,  was
$12,963 and $7,305, respectively.

Depreciation  expense for the six months  ended June 30, 2007 and 2006,  and for
the period  October 8, 2003  (Date of  Formation)  through  June 30,  2007,  was
$25,926, $12,062 and $73,603, respectively.

                                       12
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

4.       GOODWILL AND OTHER INTANGIBLES

Other intangibles  consist of patent and trademark fees, logos, 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 $270,803 and $250,000
for the three  months ended June 30, 2007 and 2006,  respectively.  Amortization
expense was $541,607,  $490,000 and $2,978,222 for the six months ended June 30,
2007 and 2006,  and for the period  October 8, 2003 (Date of Formation)  through
June 30, 2007, respectively.

Other intangible assets consist of the following:

<table>
<caption>
                                              June 30, 2007     December, 31, 2006
                                              -------------     ------------------

                                             <c>                  <c>
         Patent application, trademark,
            logos, websites and source codes   $ 5,416,067          $ 5,416,067
         Accumulated amortization               (2,978,222)          (2,436,616)
                                               -----------          -----------
                                               $ 2,437,845          $ 2,979,451
                                               ===========          ===========
</table>

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  remaining  amortization  expenses for
intangible assets for the next five years, are as follows:

                                              Estimated
                                              Remaining
                     Years Ending            Amortization
                     December 31,              Expense
                     ------------            ------------
                          2007                $  541,607
                          2008                 1,083,213
                          2009                   642,933
                          2010                   122,600
                          2011                    47,492


5.       INCOME TAXES

BigString  adopted the provisions of the FASB Financial  Interpretation  No. 48,
"Accounting  for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007. As
a result of the implementation of FIN 48, BigString  recognized no adjustment in
the net liability for unrecognized income tax benefits.

At  June  30,  2007,  BigString  has  a  net  operating  loss  carry-forward  of
approximately  $7.7  million,  which  expires in  various  years  through  2028.
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.

6.       LONG-TERM DEBT

On May 1, 2007,  BigString  entered  into a financing  arrangement  with several
accredited financing parties,  pursuant to which it will receive an aggregate of
$1,600,000  in financing.  Proceeds  from the financing  will be used to support
ongoing  operations  and the  advancement of  BigString's  technology,  and fund
marketing and the development of its business.

                                       13
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Subscription Agreement entered into by BigString with Whalehaven
Capital  Fund  Limited,  Alpha  Capital  Anstalt,  Chestnut  Ridge  Partners LP,
Iroquois Master Fund Ltd. and Penn Footwear  (collectively,  the "Subscribers"),
the  Subscribers  purchased  convertible   promissory  notes  in  the  aggregate
principal amount of $800,000, which promissory notes are convertible into shares
of BigString's  common stock, and warrants to purchase up to 1,777,779 shares of
BigString's  common stock,  resulting in net proceeds of approximately  $630,000
after transaction fees of approximately  $170,000.  BigString  accounted for the
convertible  promissory  notes 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." Approximately $31,300 of the
proceeds  was  allocated to the  warrants  based on fair value,  and included as
additional  paid in capital.  Due to the  beneficial  conversion  feature of the
promissory  notes,  $666,648 was included as additional paid in capital based on
the  conversion  discount.  For the three and six months  ended  June 30,  2007,
$37,036 and $1,740 were included in interest expense for the amortization of the
beneficial  conversion feature and amortization of the promissory note discount,
respectively.  An  additional  $8,000 of accrued  debt  expense was  included in
interest expense.

As provided  for in the  Subscription  Agreement,  upon the  effectiveness  of a
registration statement with respect to the common stock issuable upon conversion
of the  promissory  notes and exercise of the  warrants,  in addition to certain
other customary  closing  conditions,  the Subscribers will purchase  additional
convertible  promissory notes in the aggregate  principal amount of $800,000 and
warrants to purchase up to  1,777,779  shares of  BigString's  common stock (the
"Second Closing"), for a total subscription of $1,600,000.

Each promissory note has a term of three years and accrues interest at a rate of
six percent annually. The holder of a convertible promissory note shall have the
right from and after the  issuance  thereof  until such time as the  convertible
promissory note is fully paid, to convert any  outstanding and unpaid  principal
portion  thereof into shares of common stock at a conversion  price of $0.18 per
share.  The  conversion  price and number  and kind of shares to be issued  upon
conversion of the  convertible  promissory  note are subject to adjustment  from
time to time.

BigString  has also agreed to pay Gem Funding LLC (the  "Finder")  an  aggregate
finder's fee equal to $128,000  and to issue  warrants to the Finder to purchase
an aggregate of 426,666  shares of  BigString's  common  stock.  BigString  paid
$64,000 and issued a warrant to purchase  213,333  shares of common stock to the
Finder on May 1, 2007 and has agreed to pay an additional $64,000 and to issue a
warrant to purchase an additional  213,333 shares of common stock on the date of
the Second Closing. The Finder's warrants shall be similar to and carry the same
rights as the warrants issuable to the Subscribers.

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 such
principals.

                                       14
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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  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.

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.

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.

On February 26, 2007,  BigString  agreed to issue 140,000 shares of common stock
to CEOcast,  Inc. in consideration for investor relations  services.  The market
value of BigString's common stock at February 26, 2007 was $0.50 per share.

Additionally,  on February 26, 2007, BigString agreed to issue 192,000 shares of
common stock to Howard Greene in  consideration  for public  relations  services
provided by Greene Inc.  Communications.  The market value of BigString's common
stock at February 26, 2007 was $0.50 per share.

On May 1, 2007,  BigString  issued  100,000  shares of common  stock to Jonathan
Bomser in consideration for online marketing  services provided by CAC, Inc. The
market value of BigString's common stock at May 1, 2007 was $0.33 per share.

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

                                       15
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 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 positions and
regulations including the valuation of share-based payment arrangements.

Warrants:

During 2004,  BigString granted 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. 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 grant 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 provided for the purchase of 50,000 shares
of BigString's  common stock at an exercise price of $0.25 per share. One of the
warrants was exercised in 2006,  which resulted in 50,000 shares of common stock
being  issued to the holder  thereof.  As a result of this  exercise,  BigString
recorded a subscription  receivable of $12,500.  In addition,  the other warrant
providing  for the purchase of 50,000  shares of common stock expired on January
1, 2007. In connection with the grant 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 rated return of 5%;
and expected life of 2 years.  The weighted average fair value of these warrants
was $0.07 per share.

                                       16
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.  A  portion  of each  warrant,
representing  50,000 shares of common stock,  was assigned to a third party. The
assigned  portions of the warrants  were  exercised in 2006,  which  resulted in
100,000 shares of common stock being issued to the holder  thereof.  As a result
of these exercises,  BigString received $18,000 in gross proceeds. In connection
with the grant 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 rated return of 5%; and expected life of 2 years.
The weighted average fair value of these warrants was $0.07 per share.

On May 2, 2006, BigString granted 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 six
months ended June 30, 2007,  BigString expensed $22,548 in connection with these
services, and the balance of $82,687 of total unrecognized  compensation cost is
included within  paid-in-capital on BigString's  consolidated balance sheet. 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
rated return of 5%; and  expected  life of 2 years.  The  weighted  average fair
value of these warrants was $0.42 and $0.18 per share.

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
grant 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  rated  return of 4.5%;  and  expected  life of 2.6  years.  The
weighted average fair value of these warrants was $0.08 per share.

As discussed in Note 6, on May 1, 2007,  BigString  granted warrants to purchase
up to 1,991,112 shares of BigString's  common stock. Each of the warrants issued
to the Subscribers and the Finder, respectively,  have a term of five years from
May 1,  2007 and was fully  vested on the date of  issuance.  The  warrants  are
exercisable  at $0.30 per  share of  common  stock.  A total of  $31,320  of the
purchase price for the convertible  promissory  notes and warrants was allocated
to the warrants based on fair value.

                                       17
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



The number of  warrants  outstanding  as of January 1, 2007 and  changes to such
number during the six months ended June 30, 2007 is presented below:

<table>
<caption>
                                                                           Weighted
                                                           Weighted        Average
                                                            Average       Remaining       Aggregate
                                                           Exercise      Contractual      Intrinsic
                                              Shares         Price           Term           Value
                                          ------------    ------------   ------------   ------------

                                         <c>          <c>                     <c>   <c>
Warrants outstanding at January 1, 2007      3,943,545    $       0.52            5.2   $  1,501,939
                                          ============    ============   ============   ============

Warrants granted                             1,991,112            0.30
Warrants exercised                                  --              --
Warrants cancelled/forfeited/expired           (50,000)           0.25
                                          ------------   ------------
Warrants outstanding at June 30, 2007        5,884,657    $       0.45            4.8   $    282,223
                                          ============    ============   ============   ============

Warrants exercisable at June 30, 2007        5,884,657    $       0.45            4.8   $    282,223
                                          ============    ============   ============   ============
</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  June  30,  2007  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 June 30, 2007.

No warrants were  exercised  during the six months ended June 30, 2007 and 2006.
Cash  received  during  the six  months  ended  June 30,  2007 and 2006 from the
exercise of warrants was $16,250 and $0, respectively. For the period October 8,
2003 (Date of  Formation)  through June 30,  2007, a total of 210,000  shares of
BigString's common stock were purchased upon the exercise of warrants.

Warrants  granted in the six months ended June 30, 2007 and 2006 were  1,991,112
and 1,450,000,  respectively. For the period October 8, 2003 (Date of Formation)
through  June 30,  2007,  warrants  to purchase a total of  6,144,657  shares of
BigString's common stock were granted.

During the six months  ended June 30, 2007 and the period  October 8, 2003 (Date
of  Formation)  through  June 30,  2007,  warrants to purchase a total of 50,000
shares of BigString's common stock expired with an aggregate  intrinsic value of
$26,000 at the date of  expiration.  No warrants  were  cancelled,  forfeited or
expired during the six months ended June 30, 2006.

                                       18
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 and 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
connection with the contractual relationship between Mr. Vogel and BigString.

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.

For the six months  ended June 30, 2007 and the period  October 8, 2003 (Date of
Formation) through June 30, 2007,  BigString recorded  stock-based  compensation
expense  of  $40,314  and  $126,787,  respectively.  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.

                                       19
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The number of stock  options  outstanding  as of January 1, 2007 and  changes to
such number during the six months ended June 30, 2007 is presented below:

<table>
<caption>
                                                                          Weighted
                                                          Weighted        Average
                                                           Average       Remaining       Aggregate
                                                          Exercise      Contractual      Intrinsic
                                             Shares         Price           Term           Value
                                         ------------    ------------   ------------   ------------

                                         <c>          <c>                     <c>   <c>

Options outstanding at January 1, 2007      5,595,100    $       0.50            7.8   $  1,763,195
                                         ============    ============   ============   ============

Options granted                                    --              --
Options exercised                                  --              --
Options cancelled/forfeited/expired          (245,000)           0.50
                                         ------------    ------------
Options outstanding at June 30, 2007        5,350,100    $       0.50            7.2   $     24,000
                                         ============    ============   ============   ============

Options exercisable at June 30, 2007        2,112,600    $       0.31            5.1   $     24,000
                                         ============    ============   ============   ============
</table>

The aggregate  intrinsic  value in the table above  represents  the total pretax
intrinsic  value (the aggregate  difference  between the closing stock prices of
BigString's   common  stock  on  June  30,  2007  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 June 30, 2007.

No options  were  exercised,  and no cash  received  from option  exercises  and
purchases  of shares  for the six  months  ended  June 30,  2007 and the  period
October 8, 2003 (Date of Formation) through June 30, 2007.

No options were  granted in the six months  ended June 30, 2007.  For the period
October 8, 2003 (Date of Formation) through June 30, 2007, options to purchase a
total of 5,595,100 shares of BigString's common stock were granted.

For the six months  ended June 30, 2007 and the period  October 8, 2003 (Date of
Formation)  through June 30, 2007, options to purchase a total of 245,000 shares
of BigString's  common stock expired with an aggregate  intrinsic value of $0 at
the date of expiration.

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.

10.      COMMITMENTS AND CONTINGENCIES

Consulting Agreements:

On January  27,  2004,  BigString  entered  into an  agreement  with Greene Inc.
Communications  to provide  public  relations  services.  In  consideration  for
services performed, BigString agreed to issue to Howard Greene 140,000 shares of
common  stock in April,  2005 and 192,000  shares of common  stock in  February,
2007.  Total public  relation  expenses,  including  the services of Greene Inc.
Communications,  were  $37,449 and $6,323 for the six months ended June 30, 2007
and 2006,  and  $140,953  for the period  October  8, 2003  (Date of  Formation)
through June 30, 2007, including $96,000 as share-based compensation.

                                       20
<page>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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. (1)
1,250,000  shares of common  stock,  (2) a fully  vested,  five year  warrant to
purchase  225,000 shares of common stock at a per share purchase price of $0.48,
and (3) 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  corresponding
consulting  expenses of $193,381,  $32,230 and $451,223 for the six months ended
June 30,  2007 and 2006 and the  period  October  8,  2003  (Date of  Formation)
through June 30, 2007, respectively.

On  February  26,  2007,  BigString  entered  into  a six  month  agreement  for
consulting  services  to be  provided  by  CEOcast,  Inc.  As payment  for these
consulting services, BigString agreed to issue 140,000 shares of common stock to
CEOcast,  Inc.  Total  investor  relations  expenses,  including the services of
CEOcast,  Inc., were $92,829 and $148,828 for the six months ended June 30, 2007
and the period  October  8, 2003  (Date of  Formation)  through  June 30,  2007,
including $47,917 as share-based compensation.

On April 27, 2007, BigString entered into an agreement with CAC, Inc., effective
May 1, 2007.  The minimum term of the agreement is four months.  On May 1, 2007,
BigString   issued  100,000  shares  of  common  stock  to  Jonathan  Bomser  in
consideration  for online  marketing  services  provided by CAC, Inc. The market
value of  BigString's  common  stock at May 1, 2007 was $0.33 per  share.  Total
online marketing expenses, including the services of CAC, Inc., were $78,500 for
the six  months  ended  June 30,  2007 and the  period  October 8, 2003 (Date of
Formation) through June 30, 2007, including $16,500 as share-based compensation.

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 June 30, 2007 and
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  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  June  30,  2007,   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.

11.      SUBSEQUENT EVENTS

On  June  15,  2007,  BigString  filed a  registration  statement  on Form  SB-2
(333-143793)  with the SEC.  BigString  filed  the  registration  statement  for
purposes  of  registering  shares  beneficially  held by  certain  stockholders,
including  those  shares  beneficially  held  or  to  be  beneficially  held  by
Whalehaven Capital Fund Limited, Alpha Capital Anstalt,  Chestnut Ridge Partners
LP, Iroquois  Master Fund Ltd. and Penn Footwear.  See Note 6. On July 31, 2007,
BigString amended the registration statement in response to certain SEC comments
and to update the  information  contained  therein.  To date,  the  registration
statement has not been declared effective by the SEC.

                                       21
<page>

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

         We  have  provided  below  information   about  BigString's   financial
condition and results of operations  for the three and six months ended June 30,
2007 and 2006. This  information  should be read in conjunction with BigString's
consolidated  financial  statements  for the three and six months ended June 30,
2007 and 2006, and the period  October 8, 2003 (Date of Formation)  through June
30, 2007,  including  the related notes  thereto,  which are included on pages 1
through 21 of this report.

Background

         BigString was  incorporated in the State of Delaware on October 8, 2003
under the name  "Recall  Mail  Corporation."  The  company's  name was  formally
changed to "BigString  Corporation" in July 2005. BigString was formed, together
with Email Emissary, incorporated in the State of Oklahoma on August 7, 2003, to
develop  technology  that  would  allow  the  user  of  email  services  to have
comprehensive  control,  security and privacy relating to the email generated by
the user.  Email  Emissary  was later  acquired by  BigString  in July 2004.  In
September  2006, all of Email  Emissary's  assets,  including its pending patent
application,  were transferred to BigString. Email Emissary was dissolved on May
17, 2007

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

         BigString is a technology  firm with a global  client base,  focused on
providing  a  superior  online  communications  experience  for our  users.  Our
innovations  in  recallable,  erasable  email provide a new level of privacy and
security for those who wish to protect their proprietary  information and manage
their digital rights. We serve three main markets:  free and paid email accounts
for  individuals,  professional  business email  solutions,  and email marketing
services.

         Our development  efforts in 2006 were primarily focused on the 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.  Our  development
efforts  in 2007 have  focused  primarily  on  improving  the  overall  customer
experience  with feature  upgrades,  such as our Triple Layer Secure Email,  and
development of advanced user interfaces. We also developed a third core product,
email  marketing  services,  to  complement  our  consumer  email  services  and
professional business email solutions.

         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. A large customer base 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 could result in increased advertising revenues.

         We commenced our online marketing  efforts in May 2007, with the hiring
of an experienced  online  marketing firm, CAC, Inc.  Online  marketing  efforts
include search engine optimization, viral video production,  copywriting, online
promotions,   and  posts  of  blogs  and  videos

                                       22
<page>

to online social  networking  communities.  Most of the initial  efforts through
June 30, 2007 were to build a marketing infrastructure base.

         During the three months ended June 30, 2007,  we decreased  advertising
expenditures  related to new user  sign-ups as we  completed  our demand  market
testing and  continued  to refine our  promotional  messages  and develop  viral
activity.  Our growth of new users sign-ups decreased for the three months ended
June 30, 2007, as compared to the three months ended March 31, 2007.  During our
market testing during this period, the percentage of traffic from viral activity
(non-promotional)  increased  by 62% over the three months ended March 31, 2007.
Associated  with this viral  growth and the refined  promotional  messages,  the
number of customers  acquired for every advertising  dollar spent increased 302%
for the three months ended June 30, 2007,  as compared to the three months ended
March 31, 2007.

         While we  lowered  our  traffic  acquisition  costs for new  users,  we
increased our advertising revenue per active account. For the three months ended
June 30, 2007, we increased  the  annualized  revenue per active  account by 20%
over the three months ended March 31, 2007.

         For the three  months  ended  June 30,  2007,  the ratio of  annualized
revenue per active  account to traffic  acquisition  cost per user  increased by
382% over the three months ended March 31, 2007. The following table  highlights
the changes over these periods:

                                           Three months ended
                                     March 31, 2007  June 30, 2007
                                     -----------------------------
Annualized revenue per active user    $       3.65   $       4.37
Traffic acquisition cost per signup   $       0.48   $       0.12
                                     -----------------------------
Ratio                                          7.6           36.7

         In  addition  to our  online  promotions,  we  enhanced  our  marketing
affiliation program to include our private label email service; this affiliation
program  commenced March 2007. For the three months ended June 30, 2007,  client
agreements  for  private  label  email  services  and email  marketing  services
increased  500% over the  three  months  ended  March 31,  2007.  We  anticipate
expanding  our  business  development  and sales  efforts and expenses to pursue
accelerated revenue growth.

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

      o  the number of first time and repeat users of our email services;
      o  the number of pages of our website viewed by a user;
      o  the number of free and/or paid accounts for each service;
      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  retention  rate of  customers,  including  the  number of  account
         closures and the number of refund requests;
      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

                                       23
<page>

in December  2006. The most popular video clips were archived and continue to be
accessed 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 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 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  EITF Issue No.  99-19,
"Reporting  Revenue  Gross as a  Principal  Versus Net as an  Agent,"  BigString
generally  recognizes  revenue  associated  with its  advertising  and marketing
affiliation  programs on a gross basis due primarily to the  following  factors:
BigString is the primary  obligor;  has general  inventory risk; has latitude in
establishing prices; has discretion in supplier selection;  performs part of the
service; and determines specifications.  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

                                       24
<page>

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.  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 and 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 method, SFAS
No.  123(R)  applies  to new  awards  and to awards  modified,  repurchased,  or
cancelled  after the required  effective date of SFAS No. 123(R).  Additionally,
compensation  costs for the portion of the awards outstanding as of the required
effective date of SFAS No. 123(R),  for which the requisite service has not been
rendered,  are being  recognized as the requisite  service is rendered after the
required  effective  date of SFAS  No.  123(R).  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,
"Accounting for Stock Based Compensation."  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.

         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 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.

                                       25
<page>

         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 Three and Six Months Ended June 30, 2007 and 2006

         Net Loss.  For the three months  ended June 30, 2007,  our net loss was
$912,842,  as  compared  to a  $696,568  net loss for the same  period  in 2006,
primarily due to a $108,723 increase in sales and marketing  expenses related to
online marketing and public relations activities,  a $81,702 increase in general
and  administrative   expenses  relating  to  investor  relations  and  employee
compensation,  and a $51,827  change in  interest  income  to  interest  expense
related  to our May 1,  2007  financing  of  convertible  promissory  notes  and
warrants.

         For the six months ended June 30, 2007, our net loss was $1,694,328, as
compared to a $1,250,555 net loss for the same period in 2006,  primarily due to
a $198,550 increase in general and administrative  expenses relating to investor
relations and employee compensation,  a $164,857 increase in sales and marketing
expenses  related  to  online   marketing,   advertising  and  public  relations
activities, a $51,606 increase in amortization expenses, and a $52,159 change in
interest  income to interest  expense  related to our May 1, 2007  financing  of
convertible promissory notes and warrants.

         Revenues.  For the three months ended June 30, 2007, our total revenues
were  $9,412,  as  compared to $2,887 in total  revenues  for the same period in
2006. Of the revenues generated for the three months ended June 30, 2007, $5,106
was generated  from the purchase of our services and $4,306 was  generated  from
advertisers,  whereas  for the three  months  ended  June 30,  2006,  $2,498 was
generated  from  the  purchase  of our  services  and $389  was  generated  from
advertisers.

         For the six  months  ended  June 30,  2007,  our  total  revenues  were
$19,187, as compared to $6,059 in total revenues for the same period in 2006. Of
the  revenues  generated  for the six months  ended June 30,  2007,  $10,504 was
generated  from the  purchase  of our  services  and $8,683 was  generated  from
advertisers,  whereas  for the six  months  ended  June  30,  2006,  $5,132  was
generated  from  the  purchase  of our  services  and $927  was  generated  from
advertisers.

         Our advertising revenues are paid based on a mix of impressions, clicks
and  actions.  On  a  normalized  impression  basis,  the  average  revenue  per
paid-impression  for the three months ended June 30, 2007  increased by 42% over
the three months ended March 31, 2007, and increased 128% from January 2007.

         During the six months  ended June 30,  2007,  BigString  offered  three
services for purchase:  premium upgrades for individual  accounts;  professional
business email solutions; and email marketing services. Purchases increased 292%
for the six months ended June 30, 2007,  as compared to the same period in 2006.
During the six months ended June 30, 2007,  premium upgrade purchases  increased
by 51% from the same prior  year  period.  During the six months  ended June 30,
2007, purchased professional business email solutions increased over 5,000% from
the same prior year period.  Email  marketing  services are new services and did
not have  sales in the six  months  ended June 30,  2006.  As of June 30,  2007,
unearned  revenue from the  purchase of our  products  increased to $14,182 from
$4,689 at June 30, 2006 and $4,681 at December 31, 2006.

         Expenses.  Operating  expenses for the three months ended June 30, 2007
were $880,792,  a $170,972 increase over operating expenses of $709,820 incurred
in  the  same  period  in  2006.
                                       26
<page>

Operating  expenses,   excluding  amortization,   depreciation  and  share-based
compensation expenses, increased $4,394 over these periods.


      o  General and administrative: General and administrative expenses for the
         three months ended June 30, 2007 were $329,110, as compared to $247,408
         for the same prior year  period.  The $81,702  increase in expenses was
         primarily  attributable to investor  relations expenses which increased
         by $72,412,  and  employee  compensation  expenses  which  increased by
         $21,426 due to share-based option expenses.

      o  Sales and marketing:  Sales and marketing expenses for the three months
         ended June 30, 2007 were $136,793,  as compared to $28,070 for the same
         prior year  period.  The $108,723  increase in expenses  was  primarily
         attributable to online marketing  expenses of $78,500,  and an increase
         in public relations expenses of $18,417.

      o  Amortization:  Amortization expense for the three months ended June 30,
         2007 was  $270,803,  as compared  to  $250,000  for the same prior year
         period.  The $20,803 increase in expense was primarily  attributable to
         the  increase  in  intangible   assets  related  to  the  2006  website
         acquisitions of FindItAll.com, AmericanMoBlog.com and DailyLOL.com.

      o  Cost of revenues:  Cost of revenues for the three months ended June 30,
         2007 was  $25,796,  as  compared  to  $50,713  for the same  prior year
         period.  The $24,917  decrease in cost was  primarily  attributable  to
         reduced staffing and associated overhead expenses.

      o  Research and  development:  Research and  development  expenses for the
         three months ended June 30, 2007 were $118,290, as compared to $133,629
         for the same prior year  period.  The $15,339  decrease in expenses was
         primarily  attributable to reduced development  staffing and associated
         overhead costs.

         Operating  expenses  for  the six  months  ended  June  30,  2007  were
$1,676,209,  a $404,742 increase over operating expenses of $1,271,467  incurred
in the same period in 2006.

      o  General and administrative: General and administrative expenses for the
         six months ended June 30, 2007 were  $604,357,  as compared to $405,807
         for the same prior year period.  The $198,550  increase in expenses was
         primarily attributable investor relations expenses,  which increased by
         $92,829,  and  employee  compensation  expenses,   which  increased  by
         $79,052, including $40,314 of share-based option expenses.

      o  Sales and  marketing:  Sales and marketing  expenses for the six months
         ended June 30, 2007 were $203,739,  as compared to $38,882 for the same
         prior year  period.  The $164,857  increase in expenses  was  primarily
         attributable  to online  marketing  expenses which  increased  $78,500,
         public  relations  expenses which  increased  $31,126,  and advertising
         expenses which increased $23,341.

      o  Amortization:  Amortization  expense for the six months  ended June 30,
         2007 was  $541,606,  as compared  to  $490,000  for the same prior year
         period.  The $51,606 increase in expense was primarily  attributable to
         the  increase  in  intangible   assets  related  to  the  2006  website
         acquisitions of FindItAll.com, AmericanMoBlog.com and DailyLOL.com.

      o  Cost of  revenues:  Cost of revenues  for the six months ended June 30,
         2007 was  $69,120,  as  compared  to  $73,975  for the same  prior year
         period.  The $4,855  decrease  in cost was  primarily  attributable  to
         reduced staffing and associated overhead expenses.

      o  Research and development: Research and development expenses for the six
         months ended June 30, 2007 were  $257,387,  as compared to $262,803 for
         the same prior  year  period.  The

                                       27
<page>

         $5,416  decrease  in expenses  was  primarily  attributable  to reduced
         development staffing and associated overhead expenses.

         Interest  Expense  and  Income.  Net  expense was $41,462 for the three
months  ended June 30, 2007,  as compared to $10,365 of interest  income for the
same prior year period. This change from interest income to interest expense was
primarily attributable to non-cash expenses of $37,036 for the accretion for the
beneficial  conversion  feature of the convertible  promissory notes recorded as
additional  paid in  capital,  $8,000  for  accrued  debt  for  interest  on the
convertible promissory notes, and $1,740 for the amortization of the convertible
promissory note discount. Interest income earned for the three months ended June
30, 2007, was  approximately 50% of the amount earned for the three months ended
March 31, 2007 due to smaller cash balances maintained by BigString.

         Net  expense was $37,306  for the six months  ended June 30,  2007,  as
compared  to $14,853 of  interest  income for the same prior year  period.  This
change from interest  income to interest  expense was primarily  attributable to
non-cash  expenses  discussed  above relating to the three months ended June 30,
2007.

         Income Taxes.  No tax provision has been recorded for the three and six
months  ended June 30,  2007 and 2006 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  through June
30, 2007, we have expended  $3,670,669  for operating and investing  activities,
which  has  been  primarily   funded  by  investments  of  $4,150,388  from  our
stockholders and convertible  promissory note holders.  For the six months ended
June 30, 2007, we expended  $683,793 for operating and investing  activities,  a
decrease of $130,449 from the amount  expended  during the six months ended June
30, 2006.

         Our cash balance as of June 30, 2007 was $479,719, which was a decrease
of  $986,896  from our cash  balance of  $1,466,615  as of June 30,  2006.  This
decrease to our cash balance  related to operating  and  investment  expenses of
$1,651,334,  which  included  expenses  associated  with the  development of our
products and services and our interactive  promotional  show,  OurPrisoner,  and
professional  fees.  These expenses were partially  offset by $664,438 raised by
BigString  through  exercise of warrants and private  placement  of  convertible
promissory notes and warrants.

         On May 1, 2007,  BigString  entered into a financing  arrangement  with
several  accredited  financing  parties,  pursuant  to which it will  receive an
aggregate of $1,600,000 in financing.  Proceeds from the financing  will be used
to support ongoing operations and the advancement of BigString's technology, and
fund marketing and the  development of its business.  Pursuant to a Subscription
Agreement  that BigString  entered into with the  Subscribers,  the  Subscribers
purchased  convertible  promissory  notes in the aggregate  principal  amount of
$800,000,  which  promissory  notes are  convertible  into shares of BigString's
common  stock and  warrants to purchase up to  1,777,779  shares of  BigString's
common  stock.  As  provided  for  in  the  Subscription  Agreement,   upon  the
effectiveness  of a  registration  statement  with  respect to the common  stock
issuable upon  conversion of the promissory  notes and exercise of the warrants,
in addition to certain other customary closing conditions,  the Subscribers will
purchase at the Second Closing  additional  convertible  promissory notes in the
aggregate  principal amount of $800,000 and warrants to purchase up to 1,777,779
shares of BigString's common stock, for a total subscription of $1,600,000. Each
promissory note has a term of three years and accrues  interest at a rate of six
percent  annually.  The holder of a convertible  promissory  note shall have the
right from and after the  issuance  thereof  until such time as the  convertible
promissory note is fully paid, to convert any  outstanding and unpaid  principal
portion  thereof into shares of common stock at a conversion  price of $0.18 per
share.

                                       28
<page>


         Management  believes its current cash balance of $385,042 at August 13,
2007, together with the aggregate $800,000 to be received at the Second Closing,
is  sufficient  to fund the  minimum  level of  operations  for the next  twelve
months.

         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  revenues to
increase as we promote and grow our email service.  However,  if our revenue and
cash balance are  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  satisfactory  to us. Our
failure  to obtain  adequate  additional  financing  may  require us to delay or
curtail  some or all of our  business  efforts  and may force us to  reduce  our
operations.  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.



                                       29
<page>

Item 3.  Controls and Procedures
         -----------------------

         As required by Rule 13a-15 under the Exchange Act, as of the end of the
period covered by this Quarterly Report on Form 10-QSB, 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.

                                       30
<page>

                           PART II. OTHER INFORMATION


Item 1.  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 2.  Unregistered Sales of Equity Securities and Use of Proceeds
         -----------------------------------------------------------

         The  information  required  by this  Item  with  respect  to  sales  of
unregistered  securities  has been  previously  disclosed  by  BigString  in its
Current Report on Form 8-K which was filed with the SEC on May 3, 2007.

Item 3.  Defaults Upon Senior Securities
         -------------------------------

         Not Applicable.

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

         The  following   matter  was   submitted  to  a  vote  of   BigString's
         stockholders at BigString's 2007 Annual Meeting of Stockholders held on
         May  30,  2007  (the  "Annual  Meeting").   The  number  of  shares  of
         BigString's  common  stock that were  present at the Annual  Meeting in
         person or by proxy was 34,096,067.

         Election of Directors
         ---------------------

         At the  Annual  Meeting,  the  stockholders  elected  each of Robert S.
         DeMeulemeester,  Marc W. Dutton,  Adam M. Kotkin,  Darin M. Myman,  Lee
         Rosenberg  and Todd M. Ross to serve as a director of  BigString.  Each
         nominee for director was elected for a one year term. The balloting for
         election was as follows:

                                                            Votes
         Name of Director          Votes For   Percentage  Withheld   Percentage
         ----------------          ---------   ----------  --------   ----------
         Robert S. DeMeulemeester  33,396,067     97.9%     700,000      2.1%
         Marc W. Dutton            34,096,067     100%         0          0%
         Adam M. Kotkin            34,096,067     100%         0          0%
         Darin M. Myman            34,096,067     100%         0          0%
         Lee Rosenberg             34,096,067     100%         0          0%
         Todd M. Ross              34,096,067     100%         0          0%

Item 5.  Other Information
         -----------------

         Not Applicable.

Item 6.  Exhibits
         --------

         See Index of Exhibits commencing on page E-1.


                                       31
<page>

                                   SIGNATURES

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


                                    BigString Corporation
                                    --------------------------------------------
                                    Registrant


Dated:  August 14, 2007               /s/ Darin M. Myman
                                    --------------------------------------------
                                    Darin M. Myman
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Dated:  August 14, 2007               /s/ Robert S. DeMeulemeester
                                    --------------------------------------------
                                    Robert S. DeMeulemeester
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       32
<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.

          4.2       Form of Convertible  Note, dated May 1, 2007,  issued to the
                    following persons and in the following  amounts:  Whalehaven
                    Capital  Fund  Limited  ($250,000);  Alpha  Capital  Anstalt
                    ($250,000);  Chestnut Ridge Partners LP ($125,000); Iroquois
                    Master Fund Ltd.  ($125,000);  and Penn Footwear  ($50,000),
                    incorporated  by  reference  to Exhibit  4.2 to the  Current
                    Report on Form 8-K filed with the SEC on May 3, 2007.

          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.

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<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.

          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.

                                      E-2
<page>

          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.

          10.22     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  Georgia  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.

          10.23     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-3
<page>

          10.24     Lease between  BigString,  as Tenant,  and Walter Zimmerer &
                    Son,  as  Landlord,  dated  May 8,  2007,  for the  premises
                    located  at 3 Harding  Road,  Suite F, Red Bank,  New Jersey
                    07701,  incorporated  by reference  to Exhibit  10.24 to the
                    Registration   Statement  on  Form  SB-2  (Registration  No.
                    333-143793) filed with the SEC on June 15, 2007.

          10.25     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.

          10.26     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.

          10.27     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.

          10.28     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.

          10.29     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.

          10.30     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.

          10.31     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.

                                      E-4
<page>

          10.32     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.

          10.33     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.

          10.34     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.

          10.35     BigString    Corporation   2006   Equity   Incentive   Plan,
                    incorporated  by  reference  to Exhibit  10.42 to the Annual
                    Report on Form 10-KSB filed with the SEC on April 2, 2007.

          10.35.1   Form of Incentive Option Agreement (Employees), incorporated
                    by reference to Exhibit 10.42.1 to the Annual Report on Form
                    10-KSB filed with the SEC on April 2, 2007.

          10.35.2   Form of Director Option Agreement (Non-employee  Directors),
                    incorporated  by reference to Exhibit  10.42.2 to the Annual
                    Report on Form 10-KSB filed with the SEC on April 2, 2007.

          10.36     Subscription  Agreement,  dated as of April 30, 2007, by and
                    among BigString and Whalehaven  Capital Fund Limited,  Alpha
                    Capital Anstalt, Chestnut Ridge Partners LP, Iroquois Master
                    Fund Ltd. and Penn Footwear,  including  Exhibit B - Form of
                    Common  Stock  Purchase  Warrant.  Upon the  request  of the
                    Securities  and  Exchange  Commission,  BigString  agrees to
                    furnish  copies  of  each  of the  following  schedules  and
                    exhibits:  Schedule  5(a) -  Subsidiaries;  Schedule  5(d) -
                    Additional   Issuances/Capitalization;   Schedule   5(f)   -
                    Conflicts; Schedule 5(q) - Undisclosed Liabilities; Schedule
                    5(v) - Transfer Agent;  Schedule 8 - Finder's Fee;  Schedule
                    9(s) -  Lockup  Agreement  Providers;  Schedule  11.1(iv)  -
                    Additional  Securities  to be Included  in the  Registration
                    Statement; Exhibit A - Form of Convertible Note (included as
                    Exhibit 4.2); Exhibit C - Form of Escrow Agreement;  Exhibit
                    D - Form of Giordano, Halleran & Ciesla, P.C. Legal Opinion;
                    Exhibit E - Proposed  Public  Announcement;  and Exhibit F -
                    Form of Lock-Up  Agreement,  incorporated  by  reference  to
                    Exhibit  10.43 to the Current  Report on Form 8-K filed with
                    the SEC on May 3, 2007.

          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.

          31.1      Section 302 Certification of Chief Executive Officer.

          31.2      Section 302 Certification of Chief Financial Officer.

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

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

                                      E-5