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 September 30, 2006

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

                        Commission file number 000-51661

                              BIGSTRING CORPORATION
--------------------------------------------------------------------------------
        (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 F, Red Bank, New Jersey 07701
               ---------------------------------------------------
                    (Address of principal executive offices)

                                 (732) 741-2840
                            -------------------------
                (Issuer's telephone 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 November 14, 2006,  there were  46,770,125  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 hiring and retention of key personnel, our ability to protect
and defend our intellectual property, the effects of governmental regulation and
other  risks  identified  in  our  filings  with  the  Securities  and  Exchange
Commission (the "SEC") from time to time,  including our registration  statement
on Form SB-2 (Registration No. 333-135837), filed with the SEC on July 18, 2006,
and any subsequent amendments thereto.

      In some cases, forward-looking statements can be identified by terminology
such as "may," "will," "should,"  "could,"  "expects,"  "plans,"  "anticipates,"
"believes,"  "estimates,"  "predicts," "potential" or "continue" or the negative
of such terms or other  comparable  terminology.  Although  we believe  that the
expectations  reflected in the forward-looking  statements  contained herein are
reasonable, we cannot guarantee future results, levels of activity,  performance
or achievements.

<PAGE>

                              BIGSTRING CORPORATION

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

<TABLE>
<CAPTION>
PART I.     FINANCIAL INFORMATION                                                                        PAGE
-------     ---------------------                                                                        ----
<S>         <C>                                                                                            <C>
Item 1.     Financial Statements

            Consolidated Balance Sheets as of December 31, 2005 and
            September 30, 2006 (unaudited)..................................................................1

            Consolidated  Statements  of  Operations  (unaudited)  for the
            three and nine months ended September 30, 2005 and 2006
            and the period October 8, 2003 (Date of Formation) through September 30, 2006...................2

            Consolidated  Statements of Stockholders'  Equity  (unaudited)
            for the nine months ended September 30, 2005 and 2006
            and the period October 8, 2003 (Date of Formation) through September 30, 2006...................3

            Consolidated Statements of Cash Flows (unaudited) for the nine
            months ended September 30, 2005 and 2006
            and the period October 8, 2003 (Date of Formation) through September 30, 2006...................5

            Notes to Unaudited Consolidated Financial Statements............................................6

Item 2.     Management's Discussion and Analysis
            or Plan of Operation...........................................................................19

Item 3.     Controls and Procedures........................................................................25

PART II. OTHER INFORMATION

Item 1.     Legal Proceedings..............................................................................26

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds....................................26

Item 3.     Defaults Upon Senior Securities................................................................26

Item 4.     Submission of Matters to a Vote of Security Holders............................................26

Item 5.     Other Information..............................................................................26

Item 6.     Exhibits.......................................................................................26

Signatures  ...............................................................................................27

Index of Exhibits .........................................................................................E-1
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                               December 31, 2005  September 30, 2006
                                                               -----------------  ------------------
                                                                                      (Unaudited)
<S>                                                               <C>                 <C>
                                     ASSETS

Current assets:
      Cash and cash equivalents                                   $   820,857         $   878,230
      Receivables, net                                                     --               3,604
      Prepaid expenses                                                 24,770                  --
                                                                  -----------         -----------

           Total current assets                                       845,627             881,834
                                                                  -----------         -----------

Property & equipment, net                                              74,460             227,935

Intangible assets, net                                              3,402,786           3,242,786

Other assets                                                            6,579              11,731
                                                                  -----------         -----------

             TOTAL ASSETS                                         $ 4,329,452         $ 4,364,286
                                                                  ===========         ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable                                            $    70,418         $    67,510
      Accrued expenses                                                 55,259              90,574
      Unearned revenue                                                  5,064               3,031
                                                                  -----------         -----------

           Total current liabilities                                  130,741             161,115
                                                                  -----------         -----------

Stockholders' equity:

      Preferred stock, $.0001 par value - authorized
        1,000,000 shares; outstanding 0 and 400,000 shares,
        respectively                                                       --                  40
      Common stock, $.0001 par value - authorized
        249,000,000 shares; outstanding 52,770,125 and
        46,770,125 shares, respectively                                 5,277               4,677
      Additional paid in capital                                    7,055,124           9,896,834
      Deficit accumulated during the development stage             (2,861,690)         (5,698,380)
                                                                  -----------         -----------

           Total stockholders' equity                               4,198,711           4,203,171
                                                                  -----------         -----------

             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 4,329,452         $ 4,364,286
                                                                  ===========         ===========
</TABLE>

                See notes to consolidated financial statements.


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                    Period
                                                                                                   October 8,
                                                                                                      2003
                                                                                                   (Date of
                                                                                                   Formation)
                                        Three Months Ended             Nine Months Ended            Through
                                           September 30,                  September 30,          September 30,
                                      2005            2006            2005            2006            2006
                                  ------------    ------------    ------------    ------------   -------------
<S>                               <C>             <C>             <C>             <C>             <C>
Revenues                          $        222    $      3,843    $      3,709    $      9,902    $    22,411

Costs and expenses:
    Sales, general and
      administrative expenses          588,333         714,424         854,200       1,635,891      3,126,373
    Amortization of intangibles        240,000         270,000         720,000         760,000      2,160,281
                                  ------------    ------------    ------------    ------------    -----------
                                       828,333         984,424       1,574,200       2,395,891      5,286,654
                                  ------------    ------------    ------------    ------------    -----------

Loss from operations                  (828,111)       (980,581)     (1,570,491)     (2,385,989)    (5,264,243)

Interest income                          4,912          14,446           6,547          29,299         45,863
                                  ------------    ------------    ------------    ------------    -----------

Net loss                          $   (823,199)   $   (966,135)   $ (1,563,944)   $ (2,356,690)   $(5,218,380)
                                  ============    ============    ============    ============    ===========

Net loss per common share:
    basic and diluted             $      (0.01)   $      (0.02)   $      (0.03)   $      (0.05)
                                  ============    ============    ============    ============

Weighted average common
      shares outstanding:
      basic and diluted             50,091,592      46,770,125      45,203,262      50,232,579
                                  ============    ============    ============    ============
</TABLE>

                See notes to consolidated financial statements.


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                Preferred Stock        Common Stock
                                                ----------------   ----------------------    Additional
                                                 No. of              No. of                    Paid-In    Subscription   Retained
                                     Total       Shares   Amount     Shares       Amount       Capital     Receivable    Earnings
                                  -----------   -------   ------   -----------    -------    ----------   ------------  ----------
----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>  <C>                     <C>        <C>            <C>         <C>
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 (at $0.21 per
 share)                                39,251        --       --       185,000         19         39,232          --           --

Issuance of common
 stock for acquisition
 (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 (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 valued 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 for
 consulting services (valued at
 $0.82 per share)                     142,360        --       --            --         --        142,360          --           --

Issuance of warrants for
 consulting services (valued
at $0.18 and $0.42 per share)          18,790        --       --            --         --         18,790          --           --
</TABLE>


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                  Preferred Stock         Common Stock
                                                -------------------   ---------------------   Additional
                                                 No. of                No. of                  Paid-In    Subscription    Retained
                                       Total     Shares     Amount     Shares       Amount     Capital     Receivable     Earnings
                                    ---------   --------   --------   ----------   --------   ----------  ------------  -----------
<S>                                <C>          <C>        <C>        <C>          <C>        <C>          <C>          <C>
Issuance of Common stock for
  website acquisition (valued
  at $0.80 per share)                 600,000         --         --      750,000         75      599,925            --           --

Issuance of preferred stock
  (at $.0001 per share)             2,000,000    400,000         40           --         --    1,999,960            --           --
------------------------------------------------------------------------------------------------------------------------------------
Dividends resulting from the
  allocation of proceeds for the
  beneficial conversion feature
  of the preferred stock                   --         --         --           --         --      480,000            --     (480,000)
------------------------------------------------------------------------------------------------------------------------------------
Net loss                           (2,356,690)        --         --           --         --           --           --    (2,356,690)
------------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2006         4,203,171   $400,000   $     40   46,770,125   $  4,677   $9,896,834   $        --  $(5,698,380)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                See notes to consolidated financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                               Period
                                                                                                           October 8, 2003
                                                                 Nine Months           Nine Months       (Date of Formation)
                                                                    Ended                 Ended                Through
                                                              September 30, 2005   September 30, 2006     September 30, 2006
                                                              ------------------   ------------------     ------------------
<S>                                                              <C>                   <C>                   <C>
Cash flows from operating activities:
      Net loss                                                   $(1,563,944)          $(2,356,690)          $(5,218,380)
Adjustments to reconcile net loss
   to net cash used in operating activities:
      Depreciation and amortization                                  724,324               784,270             2,193,958
      Stock issued for services                                       12,500               142,360               194,111
      Warrants issued                                                179,200                18,790               201,490
      Changes in operating assets
         and liabilities:
           (Increase) decrease in prepaid expenses                    (3,378)               24,770                    --
           (Increase) in receivables                                    (191)               (3,604)               (3,604)
           (Increase) in other assets                                     --                (5,152)              (11,731)
           Increase in accrued expenses                               59,124                32,407               155,018
           (Decrease) increase in unearned revenues                   (2,520)               (2,033)                3,031
                                                                 -----------           -----------           -----------
      Net cash used in operating activities                         (594,885)           (1,364,882)           (2,486,107)
                                                                 -----------           -----------           -----------

Cash flows from investing activities:
      Purchase of property, plant and
         equipment                                                   (45,673)             (177,745)             (261,613)
                                                                 -----------           -----------           -----------

Cash flows from financing activities:
      Proceeds from issuance of common stock                       1,753,450             2,000,000             4,025,950
      Payments for redemption of shares of common stock                   --              (400,000)             (400,000)
                                                                 -----------           -----------           -----------
      Net cash provided by financing activities                    1,753,450             1,600,000             3,625,950
                                                                 -----------           -----------           -----------

Net increase in cash                                               1,112,892                57,373               878,230

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

Cash - end of period                                             $ 1,126,700           $   878,230           $   878,230
                                                                 ===========           ===========           ===========

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

      Financing information:
         Common stock issued for services                        $    12,500           $   142,360           $   194,111
                                                                 ===========           ===========           ===========
         Warrants issued for services                            $   179,200           $    18,790           $   201,490
                                                                 ===========           ===========           ===========
         Common stock issued for website acquisition             $        --           $   600,000           $   600,000
                                                                 ===========           ===========           ===========
</TABLE>

                See notes to consolidated financial statements.


                                       5
<PAGE>

                     BIGSTRING CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  consolidated  balance sheet as of September 30, 2006, and the  consolidated
statements of  operations,  stockholders'  equity and cash flows for the periods
presented herein have been prepared by BigString  Corporation  ("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,  2005 was  derived  from  audited  financial
statements.

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

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

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

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

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

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

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

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.


                                       6
<PAGE>

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  September  30, 2006 and  December  31,  2005,  cash  equivalents
approximated $866,000 and $814,000, respectively.

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

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

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

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

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

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

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

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

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

BigString  issues  shares  of  common  stock  to  non-employees  as  stock-based
compensation. BigString accounts for the services using the fair market value of
the consideration issued. For the nine months ended September 30, 2006 and 2005,
BigString recorded  compensation expense of $142,360 and $12,500,  respectively,
in connection with the issuance of these shares.  For the period October 8, 2003
(Date of Formation) through September 30, 2006, BigString recorded  compensation
expense of $194,111 in connection with the issuance of these shares.

BigString also issues stock purchase  warrants to  non-employees  as stock-based
compensation. The fair value of the stock purchase warrants are estimated on the
date of grant using the Black-Scholes  option-pricing model. For the nine months
ended September 30, 2006, BigString issued 1,450,000 stock purchase warrants and
recorded  compensation  expense of $18,790.  For the nine months ended September
30, 2005, BigString issued 2,543,545 stock purchase warrants and recorded


                                       7
<PAGE>

compensation  expense  of  $179,200.  For the  period  October  8, 2003 (Date of
Formation) through September 30, 2006,  BigString recorded  compensation expense
of $201,490 in connection with the issuance of stock purchase warrants.

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

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

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

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

Research and  development  costs are  expensed as incurred,  and are included in
selling,  general and administrative  expenses.  All research and development is
performed  internally  for the benefit of BigString.  BigString does not perform
such activities for others. BigString had software licensing costs of $6,567 and
$7,481,  respectively,  and no site  development  costs  for the  three and nine
months ended  September  30, 2006,  as compared to software  licensing  costs of
$1,594  and  $11,185,  respectively,  and  site  development  costs  of $250 and
$36,250, respectively, for the three and nine months ended September 30, 2005.

These costs have been incurred in conjunction with the development of the e-mail
products  which  BigString now offers.  For the period  October 8, 2003 (Date of
Formation)  through  September  30,  2006,  BigString  had  total  research  and
development costs of $128,367.

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.  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. All potentially
dilutive  securities,  which include outstanding  preferred stock,  warrants and
options,   have  been  excluded  from  the  computation,   as  their  effect  is
antidilutive.

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

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


                                       8
<PAGE>

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

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

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 September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements in Current Year Financial Statements," which provides interpretive
guidance  on the  consideration  of the effects of prior year  misstatements  in
quantifying  current  year  misstatements  for  the  purpose  of  a  materiality
assessment.  The SEC staff believes that  registrants must quantify errors using
both a balance sheet and income  statement  approach and evaluate whether either
approach  results  in  quantifying  a  misstatement   that,  when  all  relevant
quantitative and qualitative factors are considered, is material. SAB No. 108 is
effective for annual financial  statements covering the first fiscal year ending
after  November 15, 2006,  with earlier  application  encouraged for any interim
period of the first fiscal year ending after November 15, 2006,  filed after the
publication  of SAB  No.  108  (September  13,  2006).  BigString  is  currently
evaluating  the impact that SAB No. 108 could have on its results of  operations
or financial condition.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined Benefit  Pension and Other Post Retirement  Plans," an amendment of FASB
Statements  No. 87, 88, 106 and 132(R).  SFAS No. 158 will require  employers to
recognize their defined benefit plans' overfunded or underfunded status in their
balance sheets, require employers to measure plan assets and plan obligations as
of the balance  sheet  date,  immediately  recognize  any  remaining  transition
obligation  currently being deferred,  and recognize  actuarial gains and losses
through other comprehensive  income. The statement is effective for fiscal years
ending after December 15, 2006. BigString is evaluating SFAS No. 158 and has not
determined the impact it will have on its consolidated  financial  statements as
of and for the year ended December 31, 2006.

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 SFAS No. 157 will have a material  impact on its  consolidated
financial position or results of operations.

In June 2006,  the FASB  issued  FASB  Interpretation  No. 48,  "Accounting  for
Uncertainty in Income Taxes: A FASB  Interpretation of SFAS No. 109" ("FIN 48").
This  interpretation  clarified the accounting  for  uncertainty in income taxes
recognized in an enterprise's  financial  statements in accordance with SFAS No.
109, "Accounting for Income Taxes, to the Tax Deduction on Qualified


                                       9
<PAGE>

Production  Activities Provided by the American Jobs Creation Act of 2004." This
interpretation  becomes  effective for fiscal years beginning after December 15,
2006. The  implementation  of FIN 48 could have a material effect on BigString's
consolidated  financial  position and results of  operations,  but the effect of
implementation is not determinable at this time.

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

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

2.    ACQUISITION

On July 16,  2004,  BigString  completed  the  acquisition  of  Email  Emissary.
BigString  purchased 100% of Email  Emissary's  stock for  20,000,000  shares of
BigString's  common stock.  BigString acquired Email Emissary to consolidate its
marketing and development operations.  The purchase price of $4,800,000 has been
allocated  to both  tangible  and  intangible  assets and  liabilities  based on
estimated  fair values.  Approximately  $4,803,000  of  identifiable  intangible
assets (patent application, 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.


                                       10
<PAGE>

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

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

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

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

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

Pro forma net loss per share                                $(0.03)
                                                            ======

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

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

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

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

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

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                         December 31, 2005  September 30, 2006
                                         -----------------  ------------------
       Computer equipment and
         internal software                    $ 79,639          $248,593
       Furniture and fixtures                    4,229            13,020
                                              --------          --------
                                                83,868           261,613
       Less accumulated depreciation             9,408            33,678
                                              --------          --------
                                              $ 74,460          $227,935
                                              ========          ========

Depreciation  expense for the three months ended September 30, 2006 and 2005 was
$12,208 and $2,454, respectively.

Depreciation  expense for the nine months ended September 30, 2006 and 2005, and
for the period October 8, 2003 (Date of Formation)  through  September 30, 2006,
was $24,270, $4,324 and $33,678, respectively.


                                       11
<PAGE>

4.    GOODWILL AND OTHER INTANGIBLES

Other  intangibles  consist  of patent and  trademark  fees and logos and source
codes. 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 $760,000,  $720,000 and $2,160,281 for
the nine months ended September 30, 2006 and 2005, and for the period October 8,
2003 (Date of Formation) through September 30, 2006, respectively.

Other intangible assets consist of the following:

                                       December 31, 2005      September 30, 2006
                                       -----------------      ------------------

 Patent application; Trademark            $ 4,803,067             $ 4,803,067
 Logos and source codes                            --                 600,000
                                          -----------             -----------
                                            4,803,067               5,403,067
 Accumulated amortization                  (1,400,281)             (2,160,281)
                                          -----------             -----------
                                          $ 3,402,786             $ 3,242,786
                                          ===========             ===========

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

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

                2006*                           $  270,000
                2007                             1,081,000
                2008                             1,081,000
                2009                               642,786
                2010                               120,000
                2011                                50,000

      *     2006 represents  amortization  from October 1, 2006 through December
            31, 2006.

5.    INCOME TAXES

At September  30, 2006,  BigString  has a net operating  loss  carry-forward  of
approximately  $5.2  million,  which  expires in  various  years  through  2017.
Deferred  income taxes  reflect the impact of net operating  carry-forwards.  In
recognition  of the  uncertainty  regarding  the  ultimate  amount of income tax
benefits  to be derived  from  BigString's  net  operating  loss  carry-forward,
BigString  has  recorded a  valuation  allowance  for the  entire  amount of the
deferred tax asset.

6.    COMMON STOCK

On July 18, 2005,  BigString  amended its Certificate of Incorporation to, among
other  things,  (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


                                       12
<PAGE>

may be greater than the rights of BigString's common stock. Currently, there are
400,000 shares of preferred stock outstanding.

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

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

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

During 2004,  BigString issued 185,000 shares of common stock valued at $.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 $.25 per
share for  business  advisory  services  performed  by a member of our  Advisory
Board. BigString recorded compensation expense of $12,500 in connection with the
issuance of these shares.

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

On May 2, 2006,  BigString  issued  1,250,000  shares of common  stock,  a fully
vested,  five year warrant to purchase  225,000  shares of common stock at a per
share purchase price of $.48, and a fully vested,  five year warrant to purchase
225,000  shares  of  common  stock at a per share  purchase  price of $1.00,  in
consideration  for  business  consultant  services  to be  provided  by Lifeline
Industries, Inc. The market value of BigString's common stock at May 2, 2006 was
$0.82 per share.  BigString  also agreed to register  the shares of common stock
and the shares of common stock underlying the warrants.  BigString  recorded the
transaction in accordance with SFAS 123(R).  The common stock issued resulted in
a consulting  expense of  $1,025,000  and will be expensed  over the life of the
agreement which is 3 years.  BigString expensed  consulting fees of $142,360 for
the nine months ended  September 30, 2006,  and the balance of $882,640 of total
unrecognized compensation cost is included within paid-in-capital on BigString's
consolidated balance sheet. A total of $135,300 of the prepaid expenses recorded
in connection with the warrants will be expensed over a period of 36 months. For
the nine  months  ended  September  30,  2006,  BigString  expensed  $18,790  in
connection with these warrants.

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

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


                                       13
<PAGE>

a total of  8,000,000  shares of its  outstanding  common stock for an aggregate
purchase price of $400,000.

7.    PREFERRED STOCK

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

BigString  accounted  for the  convertible  preferred  stock under SFAS No. 133,
"Accounting  for Derivative  Instruments  and Hedging  Activities,"  and related
interpretations  including  EITF 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  convertible
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.

8.    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
SEC Staff Accounting  Bulletin ("SAB") No. 107,  "Share-Based  Payment." SAB No.
107 expresses the SEC staff's views regarding the  interaction  between SFAS No.
123(R) and certain  SEC  results and  regulations  including  the  valuation  of
share-based payment arrangements.

Compensation for Services:

During 2004,  BigString  issued warrants as payment for advisory  services.  The
warrants  provide for the purchase of 60,000 shares of BigString's  common stock
at an exercise price of $0.25.  The warrants expire on January 1, 2007.  Certain
of these  warrants were  exercised in 2005,  which  resulted in 45,000 shares of
common  stock  being  issued  to the  holders  thereof.  As a  result  of  these
exercises,  BigString received $11,250 in gross proceeds. In connection with the
issuance of these  warrants,  BigString  recorded an expense of $3,500  which is
included in the consolidated statement of operations for the year ended December
31, 2004.  The fair value of the warrants  granted was  estimated on the date of
grant using the Black-Scholes  option-pricing  model with the following weighted
average assumptions used: dividend yield of 0%; expected volatility of 47%; risk
free rate of return of 5%; and expected  life of 2 years.  The weighted  average
fair value of these warrants was $0.07 per share.

On January 1, 2005,  BigString  granted warrants to two consultants,  as payment
for advisory  services.  Each warrant provides for the purchase of 50,000 shares
of  BigString's  common stock at an exercise  price of $0.25 per share.  Each of
these  warrants  is due to expire on  January 1, 2007.  In  connection  with the
issuance of these warrants, BigString recorded an expense of $7,400 which is


                                       14
<PAGE>

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 two years.  The weighted
average fair value of these warrants was $0.07 per share.

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

As discussed above, on May 2, 2006,  BigString issued 1,250,000 shares of common
stock,  a fully vested,  five year warrant to purchase  225,000 shares of common
stock at a per share  purchase  price of $0.48,  and a fully  vested,  five year
warrant to purchase 225,000 shares of common stock at a per share purchase price
of $1.00, in consideration  for business  consultant  services to be provided by
Lifeline Industries, Inc. The market value of BigString's common stock at May 2,
2006 was $0.82.  BigString initially recorded prepaid expenses of $1,025,000 and
made a  reclassification  to additional  paid in capital in accordance with SFAS
123(R). A total of $135,300 of the prepaid expenses  recorded in connection with
the warrants will be expensed over a period of 36 months.

Information  regarding  the  warrants  outstanding  during the nine months ended
September 30, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                               Weighted
                                                                                Average
                                                                 Weighted      Remaining     Aggregate
                                                                  Average     Contractual    Intrinsic
                                                   Shares     Exercise Price     Term          Value
                                                 ----------  ---------------  -----------   ------------
<S>                                               <C>              <C>          <C>         <C>
Warrants outstanding at December 31, 2005         2,558,545        $0.18
Warrants granted                                  1,450,000        $1.09
Warrants exercised                                       --        $  --
Warrants cancelled/forfeited/expired                     --        $  --
                                                  ---------        -----
Warrants outstanding at September30, 2006         4,008,545        $0.51        5.35        $   198,081
                                                  =========        =====        ====        ===========

Warrants exercisable at September 30, 2006        4,008,545        $0.51        5.35        $   198,081
                                                  =========        =====        ====        ===========
</TABLE>

The aggregate  intrinsic  value in the table above  represents  the total pretax
intrinsic  value (the  aggregate  difference  between the closing stock price of
BigString's  common  stock on  September  30,  2006 and the  exercise  price for
in-the-money  warrants) that would have been received by the warrant  holders if
all  in-the-money  warrants had been  exercised on September 30, 2006. The total
intrinsic  value of  warrants  exercised  in the  three  and nine  months  ended
September 30, 2006 was $0.

The weighted  average grant date fair value of warrants granted in the three and
nine  months  ended  September  30,  2006 was $0 and  $0.18,  respectively.  The
weighted average grant date fair value of


                                       15
<PAGE>

warrants granted in the three and nine months ended September 30, 2005 was $0.07
and $0.07, respectively.

Cash  received from warrant  exercises  for the nine months ended  September 30,
2006 was $0. The total tax benefit  attributable  to warrants  exercised  in the
nine months ended September 30, 2006 was $0.

On July 11, 2006,  BigString approved the grant of a non-qualified  stock option
to purchase  575,100 shares of common stock to Kiernan Vogel in connection  with
his participation in OurPrisoner,  the interactive  Internet  television program
available  through the  entertainment  portal being operated by our wholly-owned
subsidiary,  BigString Interactive. The grant of this non-qualified stock option
is subject to Mr. Vogel entering into a contractual relationship with BigString,
including  a  non-qualified  stock  option  agreement.   If  the  grant  of  the
non-qualified  stock option becomes  effective,  the non-qualified  stock option
would fully vest on December 16, 2006,  provided,  that Mr. Vogel  completes his
obligations in connection with his participation in the OurPrisoner program. The
non-qualified  stock  option  would have a term of five years from July 11, 2006
and an exercise price of $0.32 per share.

Equity Incentive Plan:

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

On July  11,  2006,  BigString  granted  incentive  stock  options  to  purchase
2,620,000 shares of common stock under its Equity 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,  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. 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.

On September 18, 2006,  BigString  granted an incentive stock option to purchase
1,800,000 shares of common stock under its Equity Plan to Robert DeMeulemeester,
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 will vest  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 three and nine months  ended  September  30,  2006,  BigString  recorded
stock-based compensation expense of $18,540. SFAS 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.


                                       16
<PAGE>

Information regarding the stock options outstanding during the nine months ended
September 30, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                               Weighted
                                                                               Average
                                                                 Weighted      Remaining       Aggregate
                                                                  Average     Contractual      Intrinsic
                                                  Shares      Exercise Price      Term           Value
                                                -----------  ---------------  ------------   -------------
<S>                                              <C>              <C>                <C>        <C>
Options outstanding at December 31, 2005                --        $    --
Options granted                                  5,020,000        $  0.52
Options exercised                                       --        $    --
Options cancelled/forfeited/expired                     --        $    --
                                                 ---------        -------
Options outstanding at September 30, 2006        5,020,000        $  0.52            8.4        $    --
                                                 =========        =======         ======        =======

Options exercisable at September 30, 2006               --        $    --             --        $    --
                                                 =========        =======         ======        =======
</TABLE>

The aggregate  intrinsic  value in the table above  represents  the total pretax
intrinsic  value (the  aggregate  difference  between the closing stock price of
BigString's  common  stock on  September  30,  2006 and the  exercise  price for
in-the-money options) that would have been received by the option holders if all
in-the-money  options  had been  exercised  on  September  30,  2006.  The total
intrinsic  value  of  options  exercised  in the  three  and nine  months  ended
September 30, 2006 was $0.

The weighted  average grant date fair value of options  granted in the three and
nine months ended September 30, 2006 was $0.05 and $0.05, respectively.

Cash  received  from option  exercises  and purchases of shares under the Equity
Plan for the nine months ended  September 30, 2006 was $0. The total tax benefit
attributable  to options  exercised in the nine months ended  September 30, 2006
was $0.

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

<TABLE>
<CAPTION>
                                                                                   Period
                                                                               October 8, 2003
                                                                                   (Date of
                                                                                   Formation)
                                    Three Months Ended     Nine Months Ended        Through
                                       September 30,         September 30,       September 30,
                                    2005          2006     2005         2006         2006
                                  --------      --------  ------      -------  ----------------
(unaudited)
<S>                                   <C>         <C>       <C>        <C>           <C>
Risk-free interest rate               --          5.02%     --         5.02%         5.02%
Expected volatility                   --            38%     --           38%           38%
Expected life (in years)              --           2.7      --          2.7           2.7
Dividend yield                        --            --      --           --            --
</TABLE>


                                       17
<PAGE>

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

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

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

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

9.    COMMITMENTS AND CONTINGENCIES

Leases:

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

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

                        Years Ending
                        December 31
                        -----------
                            2006                   $ 33,000
                            2007                     26,600
                                                   --------
                                                   $ 59,600
                                                   ========

Rental expense was  approximately  $29,270 and $2,580 for the three months ended
September 30, 2006 and 2005, respectively.

Rental  expense  was  approximately  $53,685,  $12,789  and $91,139 for the nine
months ended  September  30, 2006 and 2005,  and for the period  October 8, 2003
(Date of Formation) through September 30, 2006, respectively.

Consulting Agreements:

On September 23, 2005,  BigString signed a one-year business consultant services
agreement with a related party.  Upon signing this  agreement,  BigString paid a
$25,000 non-refundable retainer fee to be applied toward monthly invoices. As of
September 30, 2006, the $25,000 amount was fully applied.

On May 2, 2006,  BigString  signed a  three-year  business  consultant  services
agreement with Lifeline Industries, Inc. In consideration for the services to be
performed under the agreement, BigString issued to Lifeline Industries, Inc. (i)
1,250,000  shares of common  stock,  (ii) a fully  vested,  five year warrant to
purchase  225,000 shares of common stock at a per share purchase price of $0.48,
and (iii) a fully vested, five year warrant to purchase 225,000 shares of common
stock at a per share  purchase  price of $1.00.  BigString  incurred  consulting
expenses  totaling  $96,692 for the three months  ending  September 30, 2006 and
$161,150  for the nine  months  ending  September  30,  2006 and for the  period
October 8, 2003 (Date of Formation)  through  September 30, 2006. These expenses
are included in selling, general and administrative expenses in the consolidated
statements of operations.


                                       18
<PAGE>

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

      The  following  plan of  operation  is intended  to  describe  BigString's
anticipated  plan of operation for the year ended December 31, 2006. In addition
to our plan of operation,  we have provided below  information about BigString's
financial  condition  and  results of  operations  for the three and nine months
ended  September  30,  2006  and  2005.  This  information  should  be  read  in
conjunction with BigString's consolidated financial statements for the three and
nine months ended  September 30, 2006 and 2005,  and the period  October 8, 2003
(Date of  Formation)  through  September  30, 2006,  including the related notes
thereto, which are included on pages 1 through 18 of this report.

Background

         BigString was  incorporated in the State of Delaware on October 8, 2003
under the name  "Recall  Mail  Corporation."  The  company's  name was  formally
changed to "BigString  Corporation" in July 2005. BigString was formed, together
with Email Emissary, incorporated in the State of Oklahoma on August 7, 2003, to
develop  technology  that  would  allow  the  user  of  email  services  to have
comprehensive  control,  security and privacy relating to the email generated by
the user.  Email  Emissary  was later  acquired by BigString in July 2004 and is
currently a subsidiary  of BigString.  In March 2004, we introduced  BigString's
email  service  to  the  market.  On  January  20,  2006,  we  incorporated  our
wholly-owned subsidiary,  BigString Interactive,  in the State of New Jersey. In
June 2006, BigString  Interactive launched an interactive  entertainment portal,
which includes the OurPrisoner  interactive  Internet television program.  Email
Emissary and BigString Interactive are currently BigString's only subsidiaries.

Development Stage Company

      BigString is considered a development  stage  enterprise as defined in the
SFAS No. 7, "Accounting and Reporting for Development Stage  Companies,"  issued
by 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.

Overview

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

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

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

      o     the number of repeated users of our email services;

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

      o     the number of free accounts;

      o     the number of paid accounts;

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


                                       19
<PAGE>

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

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

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

Critical Accounting Policies

      Our  discussion  and analysis of our  financial  condition  and results of
operations are based upon BigString's  consolidated financial statements,  which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America. The preparation of these consolidated financial
statements  requires  BigString to make  estimates and judgments that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure of contingent assets and liabilities. On an on-going basis, BigString
evaluates its estimates,  including those related to intangible  assets,  income
taxes  and  contingencies  and  litigation.  BigString  bases its  estimates  on
historical  expenses  and  various  other  assumptions  that are  believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

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

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

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

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

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

      Intangible Assets. The valuation of intangible assets have been determined
by  management  after  considering  a number of  factors.  On an  annual  basis,
BigString tests for impairment.  If the carrying value of the intangible  assets
exceeds the undiscounted value of estimated future cash


                                       20
<PAGE>

flows,  the  intangible  asset  would  be  adjusted  to its  fair  value  and an
impairment loss would be charged to operations in the period identified.

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

Plan of Operation

      For the three months ended  September  30, 2006,  we had $3,843 in revenue
and $984,424 in expenses, including amortization expense of $270,000 relating to
the  amortization of the intangible  assets (patent  application,  trademark and
websites)  acquired by BigString  through its  acquisitions of Email Emissary on
July 16, 2004 and websites from Mr. Robb Knie on May 19, 2006.  Our net loss for
the three months ended September 30, 2006 was $966,135.

      For the nine months ended September 30, 2006, we had $9,902 in revenue and
$2,395,891 in expenses,  including  amortization expense of $760,000 relating to
the  amortization of the intangible  assets (patent  application,  trademark and
websites)  acquired by BigString  through its acquisitions of Email Emissary and
websites  from Mr. Robb Knie on May 19,  2006.  Our net loss for the nine months
ended September 30, 2006 was $2,356,690.

      For the year  ended  December  31,  2005,  we had  $6,747 in  revenue  and
$2,125,847 in expenses,  including  amortization expense of $960,000 relating to
the  amortization  of the intangible  assets (patent  application and trademark)
acquired by BigString  through its acquisition of Email  Emissary.  Our net loss
for the year ended December 31, 2005 was $2,102,587.

      For the year  ended  December  31,  2004,  we had  $5,762 in  revenue  and
$735,333 in expenses, including amortization expense of $440,281 relating to the
amortization  of  the  intangible  assets  (patent  application  and  trademark)
acquired by BigString  through its acquisition of Email  Emissary.  Our net loss
for the year ended December 31, 2004 was $729,536.

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

      o Increased  sales and marketing  expenses.  Sales and marketing  expenses
consist  primarily of  compensation  for sales and  marketing  persons and costs
associated with travel, public relations, sales and other promotional materials,
trade shows, advertising and other sales and marketing programs. During the year
ending  December 31,  2006,  we expect to expend  approximately  $200,000 on our
sales and marketing promotions,  including the OurPrisoner  interactive Internet
television  program  and a  comprehensive  advertising  campaign  to promote our
BigString  email service and products,  including  web-site  optimization,  paid
Internet  search and media  placements.  We have entered into an agreement  with
Chesapeake Media for the placement of radio and television commercials about us.
Chesapeake  Media will be paid a fixed fee for each  customer of  BigString  who
purchases a premium package through a promotion  broadcasted by Chesapeake Media
and will receive a percentage of the business  accounts  revenue  generated from
such  broadcasts  for  a  period  of  one  year.  We  anticipate   hiring  three
sales/marketing  persons  during the  remainder of 2006.  Further,  we will hire
additional  employees on an as-needed basis. For the nine months ended September
30,  2006,  we  expended  approximately  $155,000  on our  sales  and  marketing
promotions.

      o   Increased   general   and   administrative   expenses.   General   and
administrative  expenses  consist  primarily  of rent,  utilities,  supplies and
compensation for personnel and fees for outside  professional  advisors.  During
the year ending December 31, 2006, we expect to expend


                                       21
<PAGE>

approximately  $1,700,000 on general and administrative expenses as we add staff
and  infrastructure  to support our expected  business growth. We also expect to
expend  approximately  $425,000 on legal and accounting  costs during 2006, as a
result of BigString's  compliance with applicable  federal and state  securities
laws and the general growth of our business. For the nine months ended September
30, 2006, we expended  approximately  $1,410,000  on general and  administrative
expenses, including approximately $365,000 on legal and accounting costs.

      o Increased  research and development  expenses.  Research and development
expenses  consist  primarily of  compensation  for our technology  staff,  costs
associated with the application for our patent and other  intellectual  property
related expenses. We employ six  programmers/developers and anticipate hiring at
least one more  programmer/developer  in the next several  months.  We expect to
expend  $100,000 on research  and  development  expenses  during the year ending
December 31, 2006 as we continue to enhance and modify our  software  technology
and  products.  For the nine  months  ended  September  30,  2006,  we  expended
approximately $70,000 on research and development expenses.

      We  currently  anticipate  expending  approximately  $200,000 for computer
equipment and software upgrades and enhancements during the year ending December
31,  2006.   For  the  nine  months  ended   September  30,  2006,  we  expended
approximately   $175,000  for  computer  equipment  and  software  upgrades  and
enhancements.

      We anticipate  that we will incur net losses for the year ending  December
31, 2006. The extent of these losses will be contingent,  in part, on the amount
of net revenue  generated  from  customers.  It is possible  that our  operating
losses  will  increase  in the future and that we will never  achieve or sustain
profitability.  For the nine months ended  September 30, 2006,  our net loss was
$2,356,690.

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

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

Results of Operations
For the Three and Nine Months Ended September 30, 2006 and 2005

      Net Loss. For the three months ended  September 30, 2006, our net loss was
$966,135,  as  compared  to a  $823,199  net loss for the same  period  in 2005,
primarily  due to a $126,091  increase  in selling,  general and  administrative
expenses as we  increased  staff,  continued to introduce  our  BigString  email
service  and  products  to the  market  through  general  advertising  and other
promotional  medium, and complied with the reporting  requirements under federal
and state securities laws.

      For the nine months ended September 30, 2006, our net loss was $2,356,690,
as compared to a $1,563,944 net loss for the same period in 2005,  primarily due
to a $781,691  increase in selling,  general and  administrative  expenses as we
increased staff, continued to introduce our BigString email service and products
to  the  market  through  general  advertising  and  other  promotional  medium,
registered  shares of our common  stock for sale by certain of our  stockholders
and complied with the reporting  requirements under federal and state securities
laws.


                                       22
<PAGE>

      Revenues.  For the  three  months  ended  September  30,  2006,  our total
revenues were $3,843,  as compared to $222 in total revenues for the same period
in 2005.  Of the revenues  generated  for the three months ended  September  30,
2006,  $1,811 was  generated  from the  purchase of our  products and $2,459 was
generated  from  advertisers,  whereas for the three months ended  September 30,
2005, all $222 was generated from advertisers.

      For the nine months ended  September  30, 2006,  our total  revenues  were
$9,902,  as compared to $3,709 in total revenues for the same period in 2005. Of
the revenues  generated for the nine months ended September 30, 2006, $6,838 was
generated  from the  purchase  of our  products  and $3,064 was  generated  from
advertisers,  whereas for the nine months ended  September 30, 2005,  $3,381 was
generated  from  the  purchase  of our  products  and $328  was  generated  from
advertisers.

      Expenses.  Total  expenses for the three months ended  September  30, 2006
were $984,424,  a $156,091  increase over total expenses of $828,333 incurred in
the same period in 2005,  primarily  due to an increase in selling,  general and
administrative  expenses.  This  significant  increase in expenses over the same
prior year period was primarily  attributable to an increase in payroll for such
period by approximately  $142,900,  relating to the staffing of twelve full-time
employees and four part-time  employees,  an increase in legal expenses for such
period by  approximately  $127,800,  relating to our compliance with federal and
state  securities  laws and the  registration  of shares of our common stock for
certain of our  stockholders,  and  approximately  $202,900 in  consulting  fees
relating to the operation of our business.

      Total  expenses  for  the  nine  months  ended  September  30,  2006  were
$2,395,891,  a $821,691  increase over total expenses of $1,574,200  incurred in
the same period in 2005,  primarily  due to an increase in selling,  general and
administrative  expenses.  This  significant  increase in expenses over the same
prior year period was primarily  attributable to an increase in payroll for such
period by approximately  $396,473,  relating to the staffing of twelve full-time
employees and four part-time  employees,  an increase in legal expenses for such
period by  approximately  $187,800,  relating to our compliance with federal and
state  securities  laws and the  registration  of shares of our common stock for
certain of our  stockholders,  and  approximately  $394,700 in  consulting  fees
relating to the operation of our business.

      Interest  Income.  Interest  income was $14,446 for the three months ended
September 30, 2006,  as compared to $4,912 for the same prior year period.  This
increase  in  interest  income was due to larger  cash  balances  maintained  by
BigString as a result of private  placements of its common stock in 2005 and the
sale of its preferred stock in May 2006.

      Interest  income was $29,299 for the nine months ended September 30, 2006,
as compared to $6,547 for the same prior year period.  This increase in interest
income was due to larger cash  balances  maintained  by BigString as a result of
private  placements  of its common  stock in 2005 and the sale of its  preferred
stock in May 2006.

      Income Taxes. No tax provision has been recorded for the nine months ended
September 30, 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,  we have
expended approximately $2,750,000 for operating and investing activities,  which
has been primarily  funded by net investments of  approximately  $3,600,000 from
our  stockholders.  For the three months ended  September  30, 2006, we expended
$588,385  for  operating  and  investing  activities.  For the nine months ended
September  30,  2006,  we  expended   $1,542,627  for  operating  and  investing
activities.


                                       23
<PAGE>

      Our cash  balance  as of  September  30,  2006 was  $878,230,  which was a
decrease of $248,470  over our cash balance of  $1,126,700  as of September  30,
2005. This decrease to our cash balance was attributable to operating activities
and investments  exceeding net financing of $1,600,000 in 2006. BigString raised
approximately  $1,750,000 through private placements of its common stock in 2005
and in May 2006, sold 400,000 shares of BigString's Series A Preferred Stock and
warrants to purchase  1,000,000  shares of  BigString's  common stock to Witches
Rock Portfolio Ltd., The Tudor BVI Global  Portfolio Ltd. and Tudor  Proprietary
Trading L.L.C. for an aggregate purchase price of $2,000,000.

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

      Management believes the current cash balance and anticipated  revenues are
sufficient to fund the current level of operations  for the next twelve  months.
If our  revenue  and cash  balance  is  insufficient  to fund the  growth of our
business,  we may seek  additional  funds.  There can be no assurance  that such
funds will be available to us or that adequate funds for our operations, whether
from  debt or  equity  financings,  will be  available  when  needed or on terms
satisfactory  to us. Our failure to obtain  adequate  additional  financing  may
require  us to  delay  or  curtail  some  or all of our  business  efforts.  Any
additional   equity   financing   may  involve   substantial   dilution  to  our
then-existing stockholders.

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


                                       24
<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.


                                       25
<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
        -----------------------------------------------------------

        Not Applicable.

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

        Not Applicable.

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

        Not Applicable.

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

        Not Applicable.

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

        See Index of Exhibits commencing on page E-1.


                                       26
<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: November 14, 2006           /s/ Darin M. Myman
                                  ---------------------------------------------
                                  Darin M. Myman
                                  President and Chief Executive Officer
                                  (Principal Executive Officer)


Dated: November 14, 2006           /s/ Robert DeMeulemeester
                                  ---------------------------------------------
                                  Robert DeMeulemeester
                                  Chief Financial Officer (Principal Financial
                                  and Accounting Officer)


                                       27
<PAGE>

                                INDEX OF EXHIBITS

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

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

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

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

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

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

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

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

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

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

    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.


                                      E-1
<PAGE>

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

    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.

    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.


                                      E-2
<PAGE>

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

    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.

    10.24        Agreement,  dated December 1, 2005, by and among  BigString and
                 the  following   selling   stockholders:   AJW  New  Millennium
                 Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC,
                 David M.  Adredge,  David A. Arledge,  Susan Baran,  Jeffrey M.
                 Barber  and  JoAnn   Barber,   Nicholas   Codispoti,   Nicholas
                 Codispoti,  IRA, Codispoti Foundation,  Jon M. Conahan, Dean G.
                 Corsones,  Michael Dewhurst, Marc Dutton, Theodore Fadool, Jr.,
                 Howard Greene, Harvey M. Goldfarb, Charles S. Guerrieri, Brenda
                 L. Herd and Glenn A. Herd, Herd Family  Partnership,  Ronald C.
                 Herd and Michele  Herd,  Steven  Hoffman,  James R. Kaufman and
                 Barbara Kaufman,  Jeffrey Kay and Lisa Kay, Gerald Kotkin, Paul
                 A.  Levis  PSP,  Joel  Marcus,  Barbara  A. Musco and Barrie E.
                 Bazar,  Craig Myman,  New Millennium  Capital Partners II, LLC,
                 Alfred Pantaleone, Sara R. Pasquarello,  Richard P. Petrone and
                 George Petrone, David Prado and Kim Prado, Lee Rosenberg,  Todd
                 M. Ross, Marc Sandusky,  Adam Schaffer, H. Joseph Sgroi, Shefts
                 Family LP,  Thomas  Shields,  Mark Yuko,  Bradley  Zelenitz and
                 Shefts Associates,  Inc.,  incorporated by reference to Exhibit
                 10.24 to the Annual Report on Form 10-KSB filed with the SEC on
                 March 31, 2006.

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

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

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


                                      E-3
<PAGE>

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

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

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

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

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

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

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

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

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


                                      E-4
<PAGE>

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

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

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

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

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

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

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

    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