----

----

| x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|-------------------------------------------------------------------------------------------|

|  ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|-------------------------------------------------------------------------------------------------|

| Nevada                                                         |   | 88-0393257                              |
|----------------------------------------------------------------|--------|-----------------------------------------|
| (State or other Jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification Number) |

|  ̈ | Large Accelerated Filer |  ̈ | Accelerated Filer         |
|--------|-------------------------|--------|---------------------------|
|   |                    |   |                      |
|  ̈ | Non-Accelerated Filer   | x      | Smaller Reporting Company |

----

|                          |                                                                                                               |
|-------------------------------|--------------------------------------------------------------------------------------------------------------------|
|                          | Page                                                                                                               |
| Part I. Financial Information |                                                                                                               |
|                          |                                                                                                               |
| Item 1.                       | Consolidated Financial Statements.                                                                                 | 3 |
|                          |                                                                                                               |
|                          | Balance Sheets for the periods ending June 30, 2012 and December 31, 2011 (unaudited).                             | 3 |
|                          |                                                                                                               |
|                          | Statements of Operations for the three and six  month periods ending June 30, 2012 and 2011 (unaudited). | 4 |
|                          |                                                                                                               |
|                          | Statement of Shareholders’ Equity (Deficit) as of June 30, 2012 (unaudited).                                 | 5 |
|                          |                                                                                                               |
|                          | Statements of Cash Flows for the six month periods ending June 30, 2012 and 2011 (unaudited).                      | 7 |
|                          |                                                                                                               |
|                          | Notes to Consolidated Financial Statements (unaudited).                                                            | 8 |
|                          |                                                                                                               |
| Item 2.                       | Management’s Discussion and Analysis of Financial Condition and Results of Operations.                       | 13 |
| Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk.                                                        | 15 |
| Item 4.                       | Controls and Procedures.                                                                                           | 15 |
|                          |                                                                                                               |
| Part II. Other Information.   |                                                                                                               |
|                          |                                                                                                               |
| Item 1.                       | Legal Proceedings                                                                                                  | 16 |
| Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds.                                                       | 16 |
| Item 3.                       | Defaults Upon Senior Securities.                                                                                   | 16 |
| Item 4.                       | Mine Safety Disclosure.                                                                                            | 16 |
| Item 5.                       | Other Information.                                                                                                 | 16 |
| Item 6.                       | Exhibits.                                                                                                          | 16 |
|                          |                                                                                                               |
| Signatures                    | 17                                                                                                                 |

----

| STAKOOL, INC.CONSOLIDATED BALANCE SHEETS                              |   |
|-----------------------------------------------------------------------|--------|
|                                                                  |   | June 30, 2012 |   |   | December 31, 2011 |   |
|                                                                  |   | (unaudited) |   |   | (unaudited) |   |
| Assets                                                                |   |   |   |   |   |   |
| Current assets:                                                       |   |   |   |   |   |   |
| Cash                                                                  |   | $ | 490 |   |   | $ | 15,560 |   |
| Accounts receivable                                                   |   |   | 2,697 |   |   |   | 3,211 |   |
| Prepaid expenses                                                      |   |   | 21,000 |   |   |   | 334,263 |   |
| Inventories                                                           |   |   | 22,592 |   |   |   | 21,925 |   |
| Total current assets                                                  |   |   | 46,779 |   |   |   | 374,959 |   |
|                                                                  |   |   |   |   |   |   |   |   |
| Property and equipment, net                                           |   |   | 1,111 |   |   |   | 1,311 |   |
|                                                                  |   |   |   |   |   |   |   |   |
| Other assets:                                                         |   |   |   |   |   |   |   |   |
| Deposits                                                              |   |   | 1,700 |   |   |   | 1,700 |   |
| Total assets                                                          |   | $ | 49,590 |   |   | $ | 377,970 |   |
|                                                                  |   |   |   |   |   |   |   |   |
| Liabilities and Shareholders’ Equity (Deficit)                  |   |   |   |   |   |   |   |   |
| Liabilities                                                           |   |   |   |   |   |   |   |   |
| Current liabilities:                                                  |   |   |   |   |   |   |   |   |
| Accounts payable                                                      |   | $ | 31,232 |   |   | $ | 14,710 |   |
| Due for acquisition                                                   |   |   | --- |   |   |   | 220,000 |   |
| Note payable                                                          |   |   | 85,800 |   |   |   | 35,000 |   |
| Note payable – related parties                                  |   |   | 6,100 |   |   |   | 6,000 |   |
| Convertible notes payable                                             |   |   | --- |   |   |   | 10,000 |   |
| Accrued interest                                                      |   |   | --- |   |   |   | 10,299 |   |
| Accrued interest - related parties                                    |   |   | 2,083 |   |   |   | --- |   |
| Total current liabilities                                             |   |   | 125,215 |   |   |   | 296,009 |   |
| Total liabilities                                                     |   |   | 125,215 |   |   |   | 296,009 |   |
|                                                                  |   |   |   |   |   |   |   |   |
| Shareholders’ equity (deficit)                                  |   |   |   |   |   |   |   |   |
| Preferred stock, $0.001 par value, 10,000,000 shares authorized,      |   |   |   |   |   |   |   |   |
| 10,000,000 and 10,000,000 shares issued and outstanding, respectively |   |   | 10,000 |   |   |   | 10,000 |   |
| Common stock, $.001 par value, 4,000,000,000 shares authorized;       |   |   |   |   |   |   |   |   |
| 77,548,767 and 43,311,767 shares issued and outstanding, respectively |   |   | 77,550 |   |   |   | 43,312 |   |
| Additional paid-in capital                                            |   |   | 2,323,868 |   |   |   | 1,556,450 |   |
| Treasury stock                                                        |   |   | 20,759 |   |   |   | 56,638 |   |
| (Accumulated deficit) during development stage                        |   |   | (2,507,802 | ) |   |   | (1,584,439 | ) |
| Total shareholders’ equity (deficit)                            |   |   | (75,625 | ) |   |   | 81,961 |   |
| Total liabilities and shareholders’ equity (deficit)            |   | $ | 49,590 |   |   | $ | 377,970 |   |

----

| STAKOOL, INC.CONSOLIDATED STATEMENTS OF OPERATIONS  |   |
|----------------------------------------------------------|--------|
|                                                     |   | Three months ended |   |   | Six months ended |   |
|                                                     |   | June 30, |   |   | June 30, |   |
|                                                     |   | 2012 |   |   | 2011 |   |   | 2012 |   |   | 2011 |   |
|                                                     |   | (unaudited) |   |   | (unaudited) |   |   | (unaudited) |   |   | (unaudited) |   |
| Revenue                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                                |   | $ | 6,935 |   |   | $ | 1,541 |   |   | $ | 15,137 |   |   | $ | 10,161 |   |
| Total revenues                                           |   |   | 6,935 |   |   |   | 1,541 |   |   |   | 15,137 |   |   |   | 10,161 |   |
|                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost and expenses                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of revenues                                         |   |   | 12,586 |   |   |   | 5,917 |   |   |   | 15,522 |   |   |   | 11,631 |   |
| Professional fees                                        |   |   | 57,635 |   |   |   | 43,935 |   |   |   | 114,401 |   |   |   | 92,535 |   |
| Stock based compensation                                 |   |   | --- |   |   |   | --- |   |   |   | 761,063 |   |   |   | --- |   |
| Rents                                                    |   |   | 1,495 |   |   |   | 2,933 |   |   |   | 7,475 |   |   |   | 8,798 |   |
| Selling, general & administrative                    |   |   | 9,674 |   |   |   | 19,840 |   |   |   | 37,195 |   |   |   | 31,315 |   |
| Total operating expenses                                 |   |   | 81,390 |   |   |   | 72,625 |   |   |   | 935,656 |   |   |   | 144,279 |   |
| Loss from operations                                     |   |   | (74,455 | ) |   |   | (71,084 | ) |   |   | (920,519 | ) |   |   | (134,118 | ) |
|                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other income (expenses):                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest expense, related parties                        |   |   | (2,644 | ) |   |   | --- |   |   |   | (2,644 | ) |   |   | --- |   |
| Depreciation and amortization                            |   |   | (200 | ) |   |   | --- |   |   |   | (200 | ) |   |   | --- |   |
| Exchange rate                                            |   |   | --- |   |   |   | (787 | ) |   |   | --- |   |   |   | (787 | ) |
| Loss before income tax                                   |   |   | (77,299 | ) |   |   | (71,871 | ) |   |   | (923,363 | ) |   |   | (134,905 | ) |
| Income tax provision                                     |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |
| Net income (loss)                                        |   | $ | (77,299 | ) |   | $ | (71,871 | ) |   | $ | (923,363 | ) |   | $ | (134,905 | ) |
| Income (loss) per common shares                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| basic and diluted                                        |   | $ | (0.00 | ) |   | $ | (0.01 | ) |   | $ | (0.01 | ) |   | $ | (0.03 | ) |
|                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic and diluted weighted average                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| number of common shares outstanding                      |   |   | 75,598,767 |   |   |   | 5,147,833 |   |   |   | 64,412,719 |   |   |   | 4,427,357 |   |

----

| STAKOOL, INC.CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT) (unaudited)AS OF JUNE 30, 2012   |   |
|------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   | Additional |   |   |   |   |   |   |   |   | Total |   |
|                                                                                                                   |   | Common Stock |   |   | Preferred Stock |   |   | paid-in |   |   | Treasury |   |   | Accumulated |   |   | Stockholders’ |   |
|                                                                                                                   |   | Shares |   |   | Par value |   |   | Shares |   |   | Par value |   |   | Capital |   |   | Stock |   |   | Deficit |   |   | Equity |   |
| Balance at June 4, 2009 (inception)                                                                                    |   |   | --- |   |   | $ | --- |   |   |   | --- |   |   | $ | --- |   |   | $ | --- |   |   | $ | --- |   |   | $ | --- |   |   | $ | --- |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash at $0.10 per share                                                                              |   |   | 788,000 |   |   |   | 788 |   |   |   | --- |   |   |   | --- |   |   |   | 78,012 |   |   |   | --- |   |   |   | --- |   |   |   | 78,800 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                                               |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (66,041 | ) |   |   | (66,041 | ) |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at December 31, 2009                                                                                           |   |   | 788,000 |   |   | $ | 788 |   |   |   | --- |   |   | $ | --- |   |   | $ | 78,012 |   |   | $ | --- |   |   | $ | (66,041 | ) |   | $ | 12,759 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash at $0.10 per share                                                                              |   |   | 2,996,500 |   |   |   | 2,997 |   |   |   | --- |   |   |   | --- |   |   |   | 296,653 |   |   |   | --- |   |   |   | --- |   |   |   | 299,650 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity issuance cost                                                                                                   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (5,850 | ) |   |   | --- |   |   |   | --- |   |   |   | (5,850 | ) |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                                               |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (193,657 | ) |   |   | (193,657 | ) |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at December 31, 2010                                                                                           |   |   | 3,784,500 |   |   | $ | 3,785 |   |   |   | --- |   |   | $ | --- |   |   | $ | 368,815 |   |   | $ | --- |   |   | $ | (259,698 | ) |   | $ | 112,902 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash at $0.10 per share                                                                              |   |   | 3,290,000 |   |   |   | 3,289 |   |   |   | --- |   |   |   | --- |   |   |   | 325,711 |   |   |   | --- |   |   |   | --- |   |   |   | 329,000 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity issuance cost                                                                                                   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (30,200 | ) |   |   | --- |   |   |   | --- |   |   |   | (30,200 | ) |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effects of reverse merger                                                                                              |   |   | 79,425,737 |   |   |   | 79,426 |   |   |   | 10,000,000 |   |   |   | 10,000 |   |   |   | (439,426 | ) |   |   | --- |   |   |   | --- |   |   |   | (350,000 | ) |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock returned to treasury                                                                                             |   |   | (56,638,470 | ) |   |   | (56,638 | ) |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 56,638 |   |   |   | --- |   |   |   | --- |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash at $0.10 per share                                                                              |   |   | 4,450,000 |   |   |   | 4,450 |   |   |   | --- |   |   |   | --- |   |   |   | 440,550 |   |   |   | --- |   |   |   | --- |   |   |   | 445,000 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock issued to board member for services at $0.10 per share                                                           |   |   | 9,000,000 |   |   |   | 9,000 |   |   |   | --- |   |   |   | --- |   |   |   | 891,000 |   |   |   | --- |   |   |   | --- |   |   |   | 900,000 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                                               |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (1,324,741 | ) |   |   | (1,324,741 | ) |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at December 31, 2011                                                                                           |   |   | 43,311,767 |   |   | $ | 43,312 |   |   |   | 10,000,000 |   |   | $ | 10,000 |   |   | $ | 1,556,450 |   |   | $ | 56,638 |   |   | $ | (1,584,439 | ) |   | $ | 81,961 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock issued at $0.10 per share for services rendered categorized as stock based compensation                          |   |   | 1,650,000 |   |   |   | 1,650 |   |   |   | --- |   |   |   | --- |   |   |   | 163,350 |   |   |   | --- |   |   |   | --- |   |   |   | 165,000 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock issued at $0.10 per share per acquisition agreement, categorized as stock based compensation                     |   |   | 2,650,000 |   |   |   | 2650 |   |   |   | --- |   |   |   | --- |   |   |   | 262,350 |   |   |   | --- |   |   |   | --- |   |   |   | 265,000 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock issued to various Anthus Life investors                                                                          |   |   | 1,950,000 |   |   |   | 1,950 |   |   |   | --- |   |   |   | --- |   |   |   | 23,928 |   |   |   | --- |   |   |   | --- |   |   |   | 25,878 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock issued on converted note                                                                                         |   |   | 10,000,000 |   |   |   | 10,000 |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 10,000 |   |

----

| STAKOOL, INC.CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITYAS OF JUNE 30, 2012   |   |
|--------------------------------------------------------------------------------------------------|--------|
|                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   | Additional |   |   |   |   |   |   |   |   | Total |   |
|                                                                                             |   | Common Stock |   |   | Preferred Stock |   |   | paid-in |   |   | Treasury |   |   | Accumulated |   |   | Stockholders’ |   |
|                                                                                             |   | Shares |   |   | Par value |   |   | Shares |   |   | Par value |   |   | Capital |   |   | Stock |   |   | Deficit |   |   | Equity |   |
| Stock issued on converted note                                                                   |   |   | 8,172,000 |   |   |   | 8,172 |   |   |   | --- |   |   |   | --- |   |   |   | 32,688 |   |   |   | --- |   |   |   | --- |   |   |   | 40,860 |   |
|                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock issued against note payable                                                                |   |   | 100,000 |   |   |   | 100 |   |   |   | --- |   |   |   | --- |   |   |   | 9,900 |   |   |   | --- |   |   |   | --- |   |   |   | 10,000 |   |
|                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cancellation of previously issued stock                                                          |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (35,879 | ) |   |   | --- |   |   |   | (35,879 | ) |
|                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock issued for Ironridge 3(a)10 transaction                                                    |   |   | 9,715,000 |   |   |   | 9,715 |   |   |   | --- |   |   |   | --- |   |   |   | 275,202 |   |   |   | --- |   |   |   | --- |   |   |   | 284,917 |   |
|                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                         |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (923,363 | ) |   |   | (923,363 | ) |
|                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at June 30, 2012                                                                         |   |   | 77,548,767 |   |   | $ | 77,550 |   |   |   | 10,000,000 |   |   | $ | 10,000 |   |   | $ | 2,323,868 |   |   | $ | 20,759 |   |   | $ | (2,507,802 | ) |   | $ | (75,625 | ) |

----

| STAKOOL, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS                   |   |
|----------------------------------------------------------------------|--------|
|                                                                 |   |   |   |   |   |   |
|                                                                 |   | Six months ended |   |
|                                                                 |   | June 30, |   |
|                                                                 |   | 2012 |   |   | 2011 |   |
|                                                                 |   | (unaudited) |   |   | (unaudited) |   |
| Cash flows from operating activities:                                |   |   |   |   |   |   |
| Net income (loss)                                                    |   | $ | (923,363 | ) |   | $ | (134,904 | ) |
| Adjustments to reconcile net loss to net cash                        |   |   |   |   |   |   |   |   |
| Provided by operating activities:                                    |   |   |   |   |   |   |   |   |
| Depreciation and amortization                                        |   |   | 200 |   |   |   | --- |   |
| Stock based compensation                                             |   |   | 761,063 |   |   |   | --- |   |
| Change in assets and liabilities:                                    |   |   |   |   |   |   |   |   |
| Accounts and other receivables                                       |   |   | (153 | ) |   |   | 34,743 |   |
| Prepaid expense                                                      |   |   | 313,263 |   |   |   | 1,466 |   |
| Accounts payable                                                     |   |   | 16,522 |   |   |   | (4,864 | ) |
| Accrued interest                                                     |   |   | (10,299 | ) |   |   | --- |   |
| Accrued interest – related parties                             |   |   | 2,083 |   |   |   | --- |   |
| Net cash used in operating activities                                |   |   | 159,316 |   |   |   | (103,559 | ) |
|                                                                 |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                                |   |   |   |   |   |   |   |   |
| Purchase of property and equipment                                   |   |   | --- |   |   |   | (507 | ) |
| Net cash used in investing activities                                |   |   | --- |   |   |   | (507 | ) |
|                                                                 |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                                |   |   |   |   |   |   |   |   |
| Proceeds from notes payable, related parties                         |   |   | 100 |   |   |   | --- |   |
| Proceeds from notes payable                                          |   |   | 50,000 |   |   |   | 315,000 |   |
| Repayment of notes payable, related parties                          |   |   | --- |   |   |   | (100 | ) |
| Repayment of notes payable                                           |   |   | (9,200 | ) |   |   | --- |   |
| Payments on due for acquisition                                      |   |   | (220,000 | ) |   |   | --- |   |
| Effects of reverse merger                                            |   |   | --- |   |   |   | (354,880 | ) |
| Proceeds from stock sales                                            |   |   | 40,593 |   |   |   | 145,380 |   |
| Cancellation of treasury stock                                       |   |   | (35,879 | ) |   |   | --- |   |
| Net cash provided by financing activities                            |   |   | (174,386 | ) |   |   | 105,400 |   |
|                                                                 |   |   |   |   |   |   |   |   |
| Net change in cash and cash equivalents                              |   |   | (15,070 | ) |   |   | 1,334 |   |
|                                                                 |   |   |   |   |   |   |   |   |
| Cash and cash equivalents                                            |   |   |   |   |   |   |   |   |
| Beginning of period                                                  |   |   | 15,560 |   |   |   | 87,431 |   |
| End of period                                                        |   | $ | 490 |   |   | $ | 88,765 |   |
|                                                                 |   |   |   |   |   |   |   |   |
| Supplemental cash flow information and noncash financing activities: |   |   |   |   |   |   |   |   |
| Cash paid during the period for:                                     |   |   |   |   |   |   |   |   |
| Income taxes                                                         |   | $ | --- |   |   | $ | --- |   |
| Interest                                                             |   | $ | --- |   |   | $ | --- |   |
|                                                                 |   |   |   |   |   |   |   |   |
| Non-cash transactions:                                               |   | $ | --- |   |   | $ | --- |   |

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|                   |   | June 30, 2012 |   |   | December 31, 2011 |   |
|------------------------|--------|---------------|--------|--------|-------------------|--------|
| Finished goods         |   | $             | 3,994  |   |              | $      | 2,375 |   |
| Packaging and supplies |   |          | 18,598 |   |              |   | 19,550 |   |
| Total Inventories      |   |          | 22,592 |   |              | $      | 21,925 |   |

|                           |   | June 30, 2012 |   |   | December 31, 2011 |   |
|--------------------------------|--------|--------------------|--------|--------|-------------------|--------|
| Furniture and fixtures         |   | $                  | 1,192  |   |              | $      | 1,192 |   |
| Office equipment               |   |               | 649    |   |              |   | 649 |   |
| Total property and equipment   |   |               | 1,841  |   |              |   | 1,841 |   |
| Less: Accumulated depreciation |   |               | (730   | )      |              |   | (530 | ) |
| Property and equipment, net    |   | $                  | 1,111  |   |              | $      | 1,311 |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | June 30, 2012 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|
| Line of credit from Blue Dolphin a non related party.  Certain funds were loaned for expenses.  The line of credit carries a %0 interest rate and payments can be made at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | $             | 35,800 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |          |   |   |
| On January 16, 2012, the Company issued a convertible promissory note to a shareholder for proceeds of $50,000. The note bears 10% interest and is secured by common stock of the Company. The loan matures on January 16, 2013. Beginning 30 days before the maturity date of January 16, 2013, the note and any accrued interest is convertible into shares of the Company’s common stock at $0.05 per share. Additionally, the Company issued 100,000 shares of common stock in connection with the note. The value of the shares of common stock will be recorded as additional interest amortized over the life of the loan. |   |          | 50,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |          |   |   |
| Total notes payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $             | 85,800 |   |

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| Year ended December 31, 2012 |   | $      | 13,257 |   |
|------------------------------|--------|--------|--------|--------|
| 2013                         |   |   | 11,277 |   |
| Total of payments            |   | $      | 24,534 |   |

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| Exhibit No. |   | Description                                                                                                                                                         |
|-------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1        |   | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*       |
|        |   |                                                                                                                                                                |
| 31.2        |   | Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).* |
|        |   |                                                                                                                                                                |
| 32.1        |   | Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                  |
|        |   |                                                                                                                                                                |
| 32.2        |   | Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*            |

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|                             | STAKOOL, INC.               |   |
|----------------------------------|-----------------------------|--------|
|                             |                        |   |
| Dated:  August 9, 2012 | /s/ Peter Hellwig      |   |
|                             | Peter Hellwig               |   |
|                             | Principal Executive Officer |   |
|                             |                        |   |

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