UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



(X)
Quarterly Report Pursuant to Section 13 or 15(d)

of
the Securities Exchange Act of 1934



For
the quarterly period ended June 30, 2014

Commission
File Number 000-53991







PITOOEY!,
Inc.

(Exact
name of registrant as specified in its charter)

|Nevada
        (State
        or other jurisdiction of incorporation or organization) | 20-4622782
        (I.R.S.
        Employer Identification No.)
|------------------------------------------------------------------------------------- | ---------------------------------------------------------------



15685
N. Cave Creek Rd,, Suite 101,

Phoenix,
Arizona 85032

(844)
748-6639

(Address
and telephone number of principal executive offices)





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



Indicate
by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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.

YesxNop



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). YesxNop



Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.:



|                                                                            |                               
|--------------------------------------------------------------------------- | ------------------------------
|Large
    accelerated filerp                                                | Accelerated
    filerp        
|Non-accelerated
    filerp(Do
    not check if a smaller reporting company) | Smaller
    reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

YespNox



Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:



|                                   |                                        
|---------------------------------- | ---------------------------------------
|Common
    Stock, $0.001 par value | 103,162,923
    shares                 
|(Class)                            | (Outstanding
    as at August 12, 2014)









PITOOEY!,
Inc.

FORM
10-Q

FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2014





Table
of Contents

|PART
    I - FINANCIAL INFORMATION | 2                                                                                                 
|---------------------------------- | --------------------------------------------------------------------------------------------------
|                                   | Item
    1.  Financial Statements                                                                 
|                                   |                                                                                                   
|                                   |                                                                                                   
|                                   |                                                                                                   
|                                   |                                                                                                   
|                                   | Item
    2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
|                                   | Item
    3.  Quantitative and Qualitative Disclosures About Market Risk                           
|                                   | Item
    4.  Controls and Procedures                                                              
|PART
    II - OTHER INFORMATION    | 29                                                                                                
|                                   | Item
    1.  Legal Proceedings                                                                    
|                                   | Item
    1A.  Risk Factors                                                                        
|                                   | Item
    2.  Unregistered Sales of Equity Securities and Use of Proceeds                          
|                                   | Item
    3.  Defaults Upon Senior Securities                                                      
|                                   | Item
    4.  Mine Safety Disclosures                                                              
|                                   | Item
    5.  Other Information                                                                    
|                                   | Item
    6.  Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                         |                                                                                                   
|Exhibit
    Index                  |                                                                                                   























































-1-





PART
I - FINANCIAL INFORMATION



Item
1. Financial Statements



The
accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for
interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").
While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation
of the results of the interim period, they do not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes
thereto, which are included in the Company's December 31, 2013, Annual Report on Form 10-K, previously filed with the Commission
on April 14, 2014.

















































































-2-





|PITOOEY!,
    Inc.                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Condensed
    Consolidated Balance Sheets                                                                                                                                         
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|Assets                                                                                                                                                                            
|Current assets:                                                                                                                                                                   
|Cash and equivalents                                                                                                                                                              
|Accounts receivable                                                                                                                                                               
|Notes receivable                                                                                                                                                                  
|Merchant reserves                                                                                                                                                                 
|Deposits and prepaid
    expenses                                                                                                                                                 
|Total current assets                                                                                                                                                              
|                                                                                                                                                                                  
|Fixed assets:                                                                                                                                                                     
|Total fixed assets,
    net                                                                                                                                                       
|                                                                                                                                                                                  
|Total assets                                                                                                                                                                      
|                                                                                                                                                                                  
|Liabilities and Stockholders’
    Equity                                                                                                                                          
|Current liabilities:                                                                                                                                                              
|Accounts payable                                                                                                                                                                  
|Accrued liabilities                                                                                                                                                               
|Deferred revenue                                                                                                                                                                  
|Notes payable, net of discount of $108,466
    and $234,185, respectively                                                                                                         
|Notes payable - related
    parties, net of discount of $50,270 and 101,482, respectively                                                                                         
|Total current liabilities                                                                                                                                                         
|                                                                                                                                                                                  
|Long-term liabilities:                                                                                                                                                            
|Notes payable - long
    term                                                                                                                                                     
|Total long-term liabilities                                                                                                                                                       
|                                                                                                                                                                                  
|Total liabilities                                                                                                                                                                 
|                                                                                                                                                                                  
|Stockholders’ equity                                                                                                                                                              
|Preferred stock:                                                                                                                                                                  
|Preferred
    stock, $0.001 par value,     80,000,000 shares authorized, no shares issued and outstanding as of June 30, 2014 and December
    31, 2013, respectively             
|Preferred
    stock, Series A $0.001 par     value, 20,000,000 shares authorized, no shares issued and outstanding     as of June 30, 2014
    and December 31, 2013, respectively
|Preferred stock, Series B, $0.001 par value, 60,000,000
    shares authorized,                                                                                                    
|121,900 shares and 0 shares  issued
    and outstanding as of June 30, 2014 and December 31, 2013, resoectively                                                                   
|Common stock, $0.001 par value, 400,000,000 shares authorized,                                                                                                                    
|103,162,923 and 102,766,923 shares issued and outstanding as of                                                                                                                   
|June 30,2014 and December 31, 2013, respectively                                                                                                                                  
|Common stock, earned but not issued,         600,000  and
    0 shares as of                                                                                                      
|June 30, 2014 and December 31, 2013,                                                                                                                                              
|respectively                                                                                                                                                                      
|Common stock, owed but not issued,          0  and
    282,500 shares as of                                                                                                       
|June 30, 2014 and December 31, 2013,                                                                                                                                              
|respectively                                                                                                                                                                      
|Stock Subscribed                                                                                                                                                                  
|Additional paid-in capital                                                                                                                                                        
|Accumulated deficit                                                                                                                                                               
|Total stockholders’
    equity                                                                                                                                                    
|                                                                                                                                                                                  
|Total liabilities
    and stockholders’ equity                                                                                                                                    
|                                                                                                                                                                                  



The
accompanying notes are an integral part of these financial statements.





-3-













|                                                    |  |                            |             |                          |  |      |             |     
|--------------------------------------------------- |  | -------------------------- | ----------- | ------------------------ |  | ---- | ----------- | ----
|PITOOEY!,
    Inc.                                 
|Condensed
    Consolidated Statements of Operations
|(unaudited)                                        
|                                                    |  |                            |             |                          |  |      |             |     
|                                                    |  | For the three months ended |             | For the six months ended
|                                                    |  | June
    30,               |             | June
    30,            
|                                                    |  | 2014                       |             | 2013                     |  | 2014 |             | 2013
|                                                    |  |                            |             |                          |  |      |             |     
|Revenue, net                                        |  | $                          | 43,197      |                          |  | $    | 64,065      |     
|Cost of goods sold                                  |  |                            | 10,289      |                          |  |      | (20,496     | )   
|                                                    |  |                            |             |                          |  |      |             |     
|Gross profit                                        |  |                            | 53,485      |                          |  |      | 43,569      |     
|                                                    |  |                            |             |                          |  |      |             |     
|Expenses:                                           |  |                            |             |                          |  |      |             |     
|Advertising and marketing                           |  |                            | 12,315      |                          |  |      | 153,911     |     
|Depreciation                                        |  |                            | 3,510       |                          |  |      | 4,276       |     
|Executive compensation                              |  |                            | 23,458      |                          |  |      | 108,168     |     
|General and administrative expenses                 |  |                            | 47,671      |                          |  |      | 115,152     |     
|Management fees - related party                     |  |                            | -           |                          |  |      | 24,840      |     
|Professional fees                                   |  |                            | 56,466      |                          |  |      | 137,945     |     
|Salaries and wages                                  |  |                            | 46,656      |                          |  |      | 193,320     |     
|Total expenses                                      |  |                            | 190,076     |                          |  |      | 737,612     |     
|                                                    |  |                            |             |                          |  |      |             |     
|Loss before other expenses                          |  |                            | (136,591    | )                        |  |      | (694,043    | )   
|                                                    |  |                            |             |                          |  |      |             |     
|Other expenses:                                     |  |                            |             |                          |  |      |             |     
|Interest expense                                    |  |                            | (95,575     | )                        |  |      | (5,301      | )   
|Loss on disposition of assets                       |  |                            | -           |                          |  |      | -           |     
|Debt Forgiveness                                    |  |                            | 14,392      |                          |  |      | -           |     
|Other Income (expense)                              |  |                            | -           |                          |  |      | -           |     
|Total other expenses                                |  |                            | (81,183     | )                        |  |      | (5,301      | )   
|                                                    |  |                            |             |                          |  |      |             |     
|Loss before provision for income taxes              |  |                            | (217,774    | )                        |  |      | (699,344    | )   
|                                                    |  |                            |             |                          |  |      |             |     
|Provision for income
    taxes                      |  |                            | -           |                          |  |      | -           |     
|                                                    |  |                            |             |                          |  |      |             |     
|Net loss                                            |  | $                          | (217,774    | )                        |  | $    | (699,344    | )   
|                                                    |  |                            |             |                          |  |      |             |     
|                                                    |  |                            |             |                          |  |      |             |     
|Weighted average number of                          |  |                            | 103,084,627 |                          |  |      | 102,059,233 |     
|common shares outstanding
    - basic               |  |                            |             |                          |  |      |             |     
|                                                    |  |                            |             |                          |  |      |             |     
|Net loss per share - basic                          |  | $                          | (0.00       | )                        |  | $    | (0.01       | )   



The
accompanying notes are an integral part of these financial statements.







-4-





|PITOOEY!, Inc.                                                    
|------------------------------------------------------------------
|Condensed Consolidated
    Statements of Cash Flows               
|(unaudited)                                                       
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Operating activities                                              
|Net loss                                                          
|Adjustments to reconcile net loss to                              
|net cash used by operating activities:                            
|Depreciation                                                      
|Gain on debt forgiveness                                          
|Interest expense due to discount amortization                     
|Shares issued for services                                        
|Amortization of stock and warrants issued
    for prepaid expenses
|Loss on disposition of fixed assets                               
|Non cash advertising & marketing expense                          
|Changes in operating assets and liabilities:                      
|Decrease (increase) in deposits and prepaid
    expenses          
|Decrease (increase) in accounts receivable                        
|Decrease (increase) in merchant reserves                          
|Increase (decrease) in accounts payable                           
|Increase (decrease) in accrued liabilities                        
|Increase (decrease) in deferred revenue                           
|Increase in accrued
    interest                                  
|Net cash used by
    operating activities                         
|                                                                  
|Investing activities:                                             
|Purchase of fixed
    assets                                      
|Net cash provided
    by investing activities                     
|                                                                  
|Financing activities:                                             
|Donated capital                                                   
|Proceeds from Note receivable                                     
|Repayment of notes payable                                        
|Proceeds from notes payable                                       
|Repayment of notes payable - related parties                      
|Proceeds from notes payable - related
    parties                 
|Proceeds from stock subscription receivables                      
|Issuances of preferred shares                                     
|Issuances of common
    stock                                     
|Net cash provided
    by financing activities                     
|                                                                  
|Net increase (decrease) in cash                                   
|Cash - beginning of the period                                    
|Cash - ending of the period                                       
|Supplemental disclosures:                                         
|Interest paid                                                     
|Income taxes paid                                                 
|                                                                  
|Non-cash transactions:                                            
|Warrants issued
    for services                                  
|Number of warrants
    issued in connection with Notes payable    
|Number of warrants
    issued for services                        
|Number of shares issued for services                              
|Note payable converted to stock                                   
|Number of shs owed
    but not issued for note conversion         
|Shares issued for
    prepaid expenses                            
|Number of shares  issued
    for prepaid expenses                 
|Shares issued for
    services                                    
|Number of shares  issued
    for services                         



The
accompanying notes are an integral part of these financial statements.





-5-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements



Note
1 - History and Organization



The
Company was organized March 29, 2006 (Date of Inception) under the laws of the State of Nevada, as White Dental Supply, Inc. The
Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par
value preferred stock. On January 7, 2013, our Board of Directors authorized, and a majority of the stockholders ratified, by
written consent, resolutions to change our corporate name to PITOOEY!, Inc. and to increase the number of shares we are authorized
to issue to 400,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock.  The
name change and increase in authorized capital became effective with the State of Nevada on February 7, 2013.



On
December 27, 2012, the Company formed a wholly owned subsidiary, Choice One Mobile, Inc., under the laws of the State of Nevada.



On
December 27, 2012, the Company formed a wholly owned subsidiary, PITOOEY! Mobile, Inc., under the laws of the State of Nevada.



On
February 6, 2013, the Company formed a wholly owned subsidiary, Rockstar Digital, Inc., under the laws of the State of Nevada.



On
October 31, 2013, the Company, as part of its settlement agreement with the employees of Rockstar Digital (See Footnote 9 - Commitments
and Contingencies), ceased operations of its wholly owned subsidiary, Rockstar Digital, Inc.





Note
2 - Summary of Significant Accounting Policies



Principles
of consolidation



For
the periods ended in 2014, the consolidated financial statements include the accounts of PITOOEY! Inc., Choice One Mobile, Inc.,
and PITOOEY! Mobile, Inc. For the periods ended in 2013, the consolidated financial statements include the accounts of PITOOEY!
Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar Digital, Inc. All significant intercompany balances and transactions
have been eliminated. For 2014, PITOOEY!, Inc., Choice One Mobile, Inc., and PITOOEY! Mobile, Inc. will be collectively referred
herein to as the “Company”. For 2013, PITOOEY!, Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar
Digital, Inc. will be collectively referred herein to as the “Company”.





Use
of estimates



The
preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results
could differ significantly from those estimates.



Cash
and cash equivalents



For
the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are
considered to be cash equivalents. The carrying value of these investments approximates fair value.







-6-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements





Note
2 - Summary of Significant Accounting Policies (continued)



Accounts
receivable



Accounts
receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company
provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The
allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s
existing accounts receivable, however, changes in circumstances relating to accounts receivable may result in a requirement for
additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement
for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with
past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted
and the potential for recovery is considered remote.



Subscriptions
receivable



Once
the Company receives a firm commitment from an investor to provide either a loan or an equity investment the Company records that
commitment as a subscription receivable and a credit to the related liability or equity account. Subscription receivables for
stock purchases are carried in the equity section. Subscriptions for Debentures are carried as Notes Receivable – current.
Commitments are evidenced by signed Note or Stock Subscription Agreements.



Intangible
assets



Management
regularly reviews property, equipment, intangibles and other long-lived assets for possible impairment. This review occurs quarterly,
or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If
there is indication of impairment, then management prepares an estimate of future cash flows expected to result from the use of
the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss
is recognized to write down the asset to its estimated fair value. Management believes that the accounting estimate related to
impairment of its property and equipment, is a “critical accounting estimate” because: (1) it is highly susceptible
to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash
flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet,
as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant
judgment because actual revenues and expenses have fluctuated in the past and are expected to continue to do so.



The
Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other
costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives
of 3 years using the straight-line method for financial statement purposes. The Company will commence amortization once the economic
benefits of the assets began to be consumed.



The
Company reviews the carrying value of intangible assets for impairment whenever events and circumstances indicate that the carrying
value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In
cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to
the amount by which the carrying value exceeds the fair value. The factors considered by management in performing this assessment
include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence,
demand, competition and other economic factors. During the years ended December 31, 2013 and 2012, there was no impairment necessary.



Property
and equipment



Property
and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance,
and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations
for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line
method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes
where appropriate. The estimated useful lives for significant property and equipment categories are as follows:





-7-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements





Note
2 - Summary of Significant Accounting Policies (continued)





|                            |            
|--------------------------- | -----------
|Computer
    equipment      | 3
    years
|Furniture
    and Equipment | 5
    years



The
Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the
carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual
disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized
equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing
this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects
of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as December
31, 2013 and 2012. Depreciation expense for the years ended December 31, 2013 and 2012 totaled $14,148 and $0, respectively.



Revenue
recognition



The
Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement;
(2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable;
and (4) the collection of our fees is probable.



Sales
related to long-term contracts for services (such as programming, website development and maintenance) extending over several
years are accounted for under the percentage-of-completion method of accounting. Sales and earnings under these contracts are
recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract
under the cost-to-cost method based budgeted milestones or tasks as designated per each contract. Anticipated losses on contracts
are recognized in full in the period in which losses become probable and estimable.



For
all other sales of product or services the Company recognizes revenues based on the terms of the customer agreement. The customer
agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the product
or service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms,
revenue is recognized on the date of the customer agreement, invoice or purchase order.



Merchant
Reserves



The
Company processes sales through a third-party credit card merchant processor. A percentage of all sales is deducted and held by
the merchant in a reserve account in the event of chargeback, refunds or customer voids. As of June 30, 2014 and December 31,
2013 there was $9,509 and $0 held in the merchant reserve account, respectively.



Cost
of Revenue



The
Company’s cost of revenue primarily consists of credit card processing fees, direct labor installation costs and client-specific
dedicated Internet service costs.



Stock-based
compensation



The
Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to
recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation
transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method.
The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.





-8-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements





Note
2 - Summary of Significant Accounting Policies (continued)



The
Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance
with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value
of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.
The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance
commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.



Advertising
and marketing costs



The
Company expenses all costs of advertising as incurred. During the six months ended June 30, 2014 and 2013, advertising and marketing
costs were $38,431 and $153,911, respectively.



Application
development costs



The
Company will evaluate the treatment of costs related to the development of apps not yet publicly launched. Such costs will be
capitalized or expensed, as directed by the Company’s outside auditors and as appropriate to comply with generally accepted
accounting principles.



Loss
per common share



Net
loss per share is provided in accordance with ASC Subtopic 260-10. The Company presents basic loss per share (“EPS”)
and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average
shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per
share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest
expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common
shares outstanding during the year.



Fair
Value of Financial Instruments



The
carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair
values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.



As
required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair
value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted
prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly
or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity
to develop its own assumptions.



The
three levels of the fair value hierarchy are described below:



Level
1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities;



Level
2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially
the full term of the asset or liability;



Level
3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable
(supported by little or no market activity).



All
values for the Company are based on Level 1 observations.



-9-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements





Note
2 - Summary of Significant Accounting Policies (continued)





Income
Taxes



The
Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets
and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests
that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance
is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in the period of change.



Deferred
income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and
tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of
assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset
or liability are classified as current or non-current depending on the periods in which the temporary differences are expected
to reverse.



Dividends



The
Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.



Recent
Accounting Pronouncements

On
June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development
Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest
Entities Guidance in Topic 810, consolidation removes all incremental financial reporting requirements from GAAP for development
stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period
beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the
public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after
December 15, 2015. Early adoption is permitted. The Company has adopted the amendment.



Note
3 - Going Concern



The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying
financial statements, the Company has an accumulated deficit of $4,411,971 as of June 30, 2014, and had net sales of $43,197 and
$80,546 during the three and six months ended June 30, 2014.



In
order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is
significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. The
Company is currently conducting a private placement of its preferred stock to raise proceeds to finance its plan of operation.
There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company
to continue as a going concern.



The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These
conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not
include any adjustments that might arise from this uncertainty.



-10-





PITOOEY!, Inc.

Notes
to Condensed Consolidated Financial Statements



Note
4 - Notes Receivable



Notes
receivable consist of receivables for commitments to invest for one Debenture purchase which had been committed to but not paid
for as of December 31, 2013.



Detail
on notes receivable is as follows:





|                                   |  | June 30, |   | December 31,
|---------------------------------- |  | -------- | - | ------------
|Notes Receivable                   |  | 2014     |   | 2013        
|                                   |  |          |   | (audited)   
|Note
    payable                   |  | $        | - |             
|                                   |  |          |   |             
|Total
    subscriptions receivable |  | $        | - |             



This
Note was non-interest bearing.



Note
5 – Fixed Assets



Fixed
assets consisted of the following at:

|                                         |  |   |                                                   |  
|---------------------------------------- |  | - | ------------------------------------------------- | -
|                                         |  |   | June
                                         30, |  
|                                         |  |   | 2014                                              |  
|                                         |  |   |                                                   |  
|Computer
    equipment                   |  | $ | 29,779                                            |  
|Work in Process-Software
    development |  |   | 480,000                                           |  
|Furniture
    and equipment              |  |   | 13,997                                            |  
|Fixed assets, total                      |  |   | 523,775                                           |  
|Less:
    accumulated depreciation       |  |   | (21,167                                           | )
|Fixed
    assets, net                    |  | $ | 502,608                                           |  





Work
in Process-Software Development consists of $30,000 in cash payments and the balance as cost of 600,000 shares of common stock
earned but not issued due to contractors involved in the software development.



Depreciation
expense for the three and six months ended June 30, 2014 were $3,510 and $7,019, respectively.





Note
6 - Deferred Revenue



As
of June 30, 2014 and December 31, 2013, the Company had $0 and $0 in deferred revenue related to projects paid in advance of fulfillment.







-11-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements



Note
7 – Accrued Liabilities



Accrued
liabilities as of June 30, 2014 and December 31, 2013 consisted of:





|                       |  | June
    30, |         | December
    31,
|---------------------- |  | ------------ | ------- | ----------------
|                       |  | 2014         |         | 2013            
|Accrued
    payroll    |  | $            | 56,722  |                 
|Accrued payroll taxes  |  |              | 50,000  |                 
|Executive compensation |  |              | 38,000  |                 
|Accrued rent           |  |              | 10,971  |                 
|Deferred rent          |  |              | -       |                 
|Accrued interest       |  |              | 45,774  |                 
|Other                  |  |              | 9,041   |                 
|                       |  | $            | 210,508 |                 



Note
8 - Debt and Interest Expense





On
April 29, 2013, the Company entered into an Investment Agreement, in which an investor agreed to purchase debentures up to a total
principal amount of $1,100,000. This commitment was increased to $2,000,000 based on an agreement modification entered into on
December 2, 2013. Each debenture will accrue interest on the unpaid principal of each individual debenture at the rate of 8% per
year from the date each Debenture is issued until paid. As of December 31, 2013, the principal balance owed on this loan is $443,441
plus accrued interest. As of June 30, 2014, the principal balance owed on this loan is $512,431 plus accrued interest. During
the three and six months ended June 30, 2014, a total of $10,484 and $19,415, respectively has been recorded as interest expense.
In connection with the April 29, 2013 Agreement and as modified by the December 2, 2013 Agreement, the Company also agreed to
issue and sell to the investor, from time to time and subject to certain terms and conditions set forth in the Agreement, up to
$25,000,000 of the Company’s common stock. As of the date of these financial statements, no shares of common stock have
been issued pursuant to the Agreement.







Notes
issued under this Investment Agreement are:



|        |          |          |          | Note     | Note    | 2014    
|------- | -------- | -------- | -------- | -------- | ------- | --------
|Note    | Issuance | Maturity | Interest | Balance  | Balance | Interest
|Amount  | Date     | Date     | Rate     | 12/31/13 | 6/30/14 | Expense 
|60,000  | 5/6/14   | 5/6/15   | 8.0%     | -        | 1,000   | 1,460   
|3,000   | 3/11/14  | 3/11/15  | 8.0%     | -        | 3,000   | 73      
|1,000   | 3/7/14   | 3/7/15   | 8.0%     | -        | 1,000   | 25      
|20,000  | 2/28/14  | 2/28/15  | 8.0%     | -        | 20,000  | 532     
|5,000   | 2/19/14  | 2/19/15  | 8.0%     | -        | 5,000   | 144     
|443,431 | 4/29/13  | 4/29/14  | 8.0%     | 443,431  | 443,431 | 17,713  
|472,431 |          |          |          | 443,431  | 472,431 | 10,023  





Convertible
promissory notes issued to third parties:





|       |          |          |          | Note     | Note    | 2014     | 2014       | Discount
|------ | -------- | -------- | -------- | -------- | ------- | -------- | ---------- | --------
|Note   | Issuance | Maturity | Interest | Balance  | Balance | Interest | Prepayment | Amount  
|Amount | Date     | Date     | Rate     | 12/31/13 | 6/30/14 | Expense  | Penalty    | 6/30/14 
|32,500 | 8/19/13  | 5/21/14  | 8%       | 32,500   | -       | 11,709   | 392        |         
|32,500 | 10/7/13  | 7/9/14   | 8%       | 32,500   | 32,500  | 1,298    | -          | 2,605   
|65,000 |          |          |          | 65,000   | 32,500  | 13,007   | 392        | 2,605   





-12-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements





Note
8 - Debt and Interest Expense (continued)



The
convertible loans and accrued interest are due and payable in full on the maturity date. The notes are convertible into shares
of the Company’s par value common stock at the later of (a) maturity or (b) prepayment prior to the maturity date at a variable
conversion price calculated as 58% of the average of the lowest three trading prices during the ten trading days prior to the
conversion date. Resultantly, a discount of 42% of the face value of the Note was attributed to the beneficial conversion feature
of the note, which amounts are being amortized over the maturity periods. As of December 31, 2013, a total of $28,720 has been
amortized and recorded as interest expense, leaving a balance of $16,430 in discounts related to the beneficial conversion feature
of these notes. As of June 30, 2014, a total of $42,545 has been amortized and recorded as interest expense, leaving a balance
of $2,605 in discounts related to the beneficial conversion feature of these notes.



Debentures
with warrants attached issued to third parties:





|        |          |          |          | Note     | Warrant    |          | Note     | Note    | 2014     | Discount
|------- | -------- | -------- | -------- | -------- | ---------- | -------- | -------- | ------- | -------- | --------
|Note    | Issuance | Interest | Warrants | Due      | Expiration | Exercise | Balance  | Balance | Interest | Net     
|Amount  | Date     | Rate     | Attached | Date     | Date       | Price    | 12/31/13 | 6/30/14 | Expense  | 6/30/14 
|20,000  | 4/22/14  | 8%       | 40,000   | 4/22/15  | 4/22/17    | 0.50     | -        | 20,000  | 378      | 3,487   
|2,500   | 2/24/14  | 8%       | 5,000    | 2/24/15  | 2/24/17    | 0.50     | -        | 2,500   | 69       | 1,316   
|40,164  | 2/24/14  | 8%       | 80,000   | 2/24/15  | 2/24/17    | 0.50     | -        | 40,164  | 1,109    | 21,053  
|75,000  | 12/30/13 | 8%       | 150,000  | 12/30/14 | 12/30/16   | 0.50     | 75,000   | 75,000  | 2,996    | 48,520  
|10,000  | 11/20/13 | 20%      | 20,000   | 11/20/14 | 11/20/16   | 0.50     | 10,000   | 10,000  | 999      | 3,804   
|20,000  | 10/24/13 | 20%      | 40,000   | 10/24/14 | 10/24/16   | 0.50     | 20,000   | 20,000  | 1,997    | 5,078   
|10,000  | 10/24/13 | 20%      | 20,000   | 10/24/14 | 10/24/16   | 0.50     | 10,000   | 10,000  | 999      | 2,538   
|20,000  | 10/24/13 | 20%      | 40,000   | 10/24/14 | 10/24/16   | 0.50     | 20,000   | 20,000  | 1,997    | 5,078   
|20,000  | 10/24/13 | 20%      | 40,000   | 10/24/14 | 10/24/16   | 0.50     | 20,000   | 20,000  | 1,997    | 5,078   
|20,000  | 9/11/13  | 15%      | 40,000   | 9/11/14  | 9/11/16    | 0.50     | 20,000   | 20,000  | 1,498    | 2,713   
|100,000 | 7/29/13  | 8%       | 200,000  | 7/29/14  | 7/29/16    | 0.50     | 100,000  | 100,000 | 3,995    | 5,828   
|30,000  | 7/23/13  | 8%       | 60,000   | 7/23/14  | 7/23/16    | 0.50     | 30,000   | 30,000  | 1,198    | 1,369   
|367,664 |          |          | 735,000  |          |            |          | 305,000  | 367,664 | 19,232   | 105,862 





As
of June 30, 2014 and December 31, 2013, the principal balances owed on these loans are $367,644 and $305,000, respectively. Based
on a valuation of the warrants using the Black-Sholes method, as of June 30, 2014 and December 31, 2013, discounts of $319,000
and $275,499, respectively, were attributed to the warrants being given in return for loans, which amount is being amortized over
the respective twelve month maturity periods of the Notes. As of June 30, 2014 and December 31, 2013, a total of $213,138 and
$65,455, respectively, has been amortized and recorded as interest expense, leaving a balance of $105,862 and $360,343, respectively,
in discounts related to the attached warrants.





Noninterest-bearing
promissory notes issued to related parties:





|        |            |               | Note     | Note   
|------- | ---------- | ------------- | -------- | -------
|Note    | Issuance   | Maturity      | Balance  | Balance
|Amount  | Date       | Date          | 12/31/13 | 6/30/14
|10,000  | various    | on
    demand | -        | -      
|6,231   | various    | on
    demand | 6,231    | 6,231  
|12,323  | various    | on
    demand | 9,242    | 9,242  
|23,329  | various    | on
    demand | 23,329   | 23,329 
|74,315  | 10/31/2013 | on
    demand | 72,956   | 72,956 
|126,198 |            |               | 111,759  | 111,759



-13-







PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements





Note
8 - Debt and Interest Expense (continued)





Debentures
with warrants attached issued to related parties:





|       |          |          |          | Note     | Warrant    |          | Note     | Note    | 2014     | Discount
|------ | -------- | -------- | -------- | -------- | ---------- | -------- | -------- | ------- | -------- | --------
|Note   | Issuance | Interest | Warrants | Due      | Expiration | Exercise | Balance  | Balance | Interest | Net     
|Amount | Date     | Rate     | Attached | Date     | Date       | Price    | 12/31/13 | 6/30/14 | Expense  | 6/30/14 
|2,500  | 2/24/14  | 8%       | 5,000    | 2/24/15  | 2/24/17    | 0.50     | -        | 2,500   | 69       | 434     
|75,000 | 12/30/13 | 8%       | 150,000  | 12/30/14 | 12/30/16   | 0.50     | 75,000   | 75,000  | 2,996    | 48,520  
|10,127 | 7/22/13  | 8%       | 20,000   | 7/22/14  | 7/22/16    | 0.50     | 10,000   | 10,000  | 399      | 1,316   
|87,627 |          |          | 175,000  |          |            |          | 85,000   | 87,500  | 3,464    | 50,270  







As
of June 30, 2014 and December 31, 2013, the principal balances owed on these loans are $87,500 and $85,000, respectively. Based
on a valuation of the warrants using the Black-Sholes method, as of June 30, 2014 and December 31, 2013, discounts of $107,065
and $105,055, respectively, were attributed to the warrants being given in return for loans, which amount is being amortized over
the respective twelve month maturity periods of the Notes. As of June 30, 2014 and December 31, 2013, a total of $56,795 and $3,573,
respectively, has been amortized and recorded as interest expense, leaving a balance of $50,270 and $103,475, respectively, in
discounts related to the attached warrants.







Other
promissory notes issued:



|                                                                                    |          |          |          | Note     | Note    | 2014    
|----------------------------------------------------------------------------------- | -------- | -------- | -------- | -------- | ------- | --------
|Note                                                                                | Issuance | Maturity | Interest | Balance  | Balance | Interest
|Amount                                                                              | Date     | Date     | Rate     | 12/31/13 | 6/30/14 | Expense 
|50,000*                                                                             | 4/8/13   | 5/31/14  | 10%      | 28,778   | 14,727  | 1,124   
|8,000                                                                               | various  | 2/28/13  | 0%       | 8,000    | 8,000   | -       
|8,000                                                                               |          |          |          | 36,778   | 22,727  | 1,124   
|                                                                                    |          |          |          |          |         |         
|*
    Shareholder - payments of principle and interest due at the end of each month |         





The
securities were issued without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities
Act of 1933 because the offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general
solicitation or advertising; and the purchasers given access to information about our business and the opportunity to ask questions
and receive answers about our business prior to making any investment decision.



For
the three months and six months ended June 30, 2014 quarter ended no executive salaries were deferred. During the year ended December
31, 2013, two of the Company’s officers had been deferring salaries earned. As of June 30, 2014 and December 31, 2013, the
Company has accrued executive compensation to these two officers totaling $38,000.



Note
9 - Commitments and Contingencies



Office
Facility Lease - The Company leases its office facility under an operating lease agreement that expires May 31, 2016. The Company
recognizes rent expense on a straight-line basis over the lease period.



Equipment
Lease - The Company has leases on two pieces of equipment under an operating lease that expires April 28, 2016. The Company recognizes
rent expense on a straight-line basis over the lease period.



Rental
expense was $17,753 and $32,106 for the three and six months ended June 30, 2014. As of the end of June, rent has been reduced
to $2,594, inclusive of tax, each month, as of July 1, 2014.



-14-







PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements



Note
9 - Commitments and Contingencies (continued)









The
Company’s minimum payments under non-cancelable operating leases for equipment and office space having initial terms in
excess of one year are as follows at June 30, 2014:





| | Year
    Ending                                                       |  |  | Operating |       
| | --------------------------------------------------------------------- |  |  | --------- | ------
| | December
    31,                                                      |  |  | Leases    |       
| | 2014                                                                  |  |  | $         | 50,100
| | 2015                                                                  |  |  |           | 34,728
| | 2016                                                                  |  |  |           | 1,200 
| | Thereafter                                                            |  |  |           | 0     
| | Total
                                         minimum lease payments |  |  | $         | 86,028





On
March 18, 2013, the Company received a lawsuit brought by a former employee who claimed wrongful discharge and requesting payment
of $282,692 in base salary and payment for 3,975,000 shares of the Company’s common stock that he was awarded a part of
his employment agreement. The Company is attempting to recover these shares based on its determination that the employee was terminated
for cause. On December 23, 2013, the Company commenced litigation against the claimant for defamation, intentional interference
with prospective business relations, misappropriation of trade secrets, civil conspiracy, and seeking an injunction against harassment.
The claimant responded to the complaint by filing a motion to dismiss dated March 17, 2014. Although the claimant has made no
formal, legal claims against the Company, it is anticipated that he may make one or more of his previously-threatened claims as
a counterclaim in the case. To the extent the claims are based on his previous allegations, the Company views them as frivolous
and unsupported and, therefore, has made no accrual provisions for potential losses.



On
October 31, 2013, the Company entered into a settlement agreement with certain former employees to assume responsibility for certain
payroll taxes of Rockstar Digital, Inc. (“Rockstar”) and assign its ownership of Mobile Application and Transition
Services intellectual property rights to Rockstar. In addition, the Company agreed to not assert a claim against certain computer
equipment (cost of $28,307) in use at Rockstar. The Company agreed to assume liability for any payroll taxes owed on payroll paid
by the Company on behalf of Rockstar’s employees. The Company estimated this liability at $30,000 which they have recorded
in accrued liabilities.



On
July 29, 2014, a default judgment was issued against the company in Circuit Court of the 11th Judicial Circuit in and
for Miami-Dade County, Florida.

This
judgment stems from a legal filing by a consulting firm, with which the Company entered into an agreement for consulting services,
on February 20, 2013. On June 25, 2013, the Company cancelled the agreement because it determined that services had not been provided
by consulting firm, as promised per the agreed-upon contract terms.

As
of this filing, parties are discussing possible terms, with a reasonable expectation of an out-of-court settlement. The amount
of the legal action is $12,000 plus a small amount of legal and court fees. The Company estimates that the likely settlement will
cost $4,800 for which an accrual has been made in professional fees.

Note
10 - Income Taxes



For
the three and six months ended June 30, 2014, and for the year ended December 31, 2013 the Company incurred net operating
losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been
recorded due to the uncertainty of the realization of any tax assets. At June 30, 2014 and December 31, 2013, the Company had
approximately $4,360,850 and $3,682,360of federal net operating losses, respectively. At June 30, 2014 and December
31, 2013, the Company had approximately $4,298,350 and $3,622,254 of state net operating losses, respectively. The federal
net operating loss carryforwards, if not utilized, will begin to expire in 2027. The state net operating loss carryforwards
have started to expire. The provision for income taxes consisted of the following components as of June 30, 2014 and December
31, 2013:



-15-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements





Note
10 - Income Taxes (continued)





In
assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation
of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled
reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
As a result, management determined it was more likely than not the deferred tax assets would not be realized as of June 30, 2014
and December 31, 2013, and recorded a full valuation allowance.





Reconciliation
between the statutory and the effective rate is as follows:



|                                   | 2014    |  | 2013   
|---------------------------------- | ------- |  | -------
|Federal
    statutory tax rate     | (34.0)% |  | (34.0)%
|State
    statutory tax rate       | (6.97)% |  | (6.97)%
|Permanent
    difference and other | 34.0%   |  | 34.0%  





Note
11 - Stockholders’ Equity



The
Company is authorized to issue 400,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par
value preferred stock.



In
January, 2014, the Company issued 252,500 shares of its common stock that had been paid for as of December 31, 2013.



In
January, 2014, the Company received $20,400 in Subscriptions Receivable for 51,000 shares that were committed to be purchased
as of December 31, 2013.



In
March, 2014, the Company sold 92,500 shares of common stock, at $0.40 per share, to four investors for $37,000.



In
May and June, 2014 the Company sold 146,125 shares of the Company’s Preferred Series B shares for $121,900. These shares
were unissued as of June 30, 2014.



As
of June 30, 2014 the Company owes 600,000 shares of restricted common stock for consulting services which shares have not yet
been issued. These shares were valued at $400,500, which cost was capitalized as Work in Process – Software Development.



Note
12 - Warrants and Options





Warrants
issued in 2014:



|         | Debenture  | Warrant    |         
|-------- | ---------- | ---------- | --------
|Issuance | Associated | Expiration | Exercise
|Date     | Warrants   | Date       | Price   
|4/22/14  | 40,000     | 4/22/17    | 0.50    
|2/24/14  | 5,000      | 2/24/17    | 0.50    
|2/24/14  | 5,000      | 2/24/17    | 0.50    
|2/24/14  | 80,000     | 2/24/17    | 0.50    
|         | 130,000    |            |         





See
“Note 8 - Debt and Interest Expense” for additional discussion regarding warrants issued in connection with debenture
issuances.





-16-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements







Note
12 - Warrants and Options  (continued)



The
following is a summary of the status of all of the Company’s stock warrants as of June 30, 2014.



|                   |  |               |  | WARRANTS
    OUTSTANDING |  |   |                   
|------------------ |  | ------------- |  | ------------------------ |  | - | ------------------
|                   |  |               |  | Weighted-Average         |  |   |                   
|                   |  | Number
    of |  | Remaining                |  |   | Weighted-         
|Range
    of       |  | Shares        |  | Contractual              |  |   | Average           
|Exercise
    Price |  | Outstanding   |  | Life
    in Years        |  |   | Exercise
    Price
|$
    0.50 - $1.75 |  | 2,010,000     |  | 1.28                     |  | $ | 0.96              
|                   |  | 2,010,000     |  | 1.28                     |  | $ | 0.96              







The
following tables summarize information about warrants outstanding and exercisable at June 30, 2014:





|                   |  |               | WARRANTS
    EXERCISABLE |   |                   
|------------------ |  | ------------- | ------------------------ | - | ------------------
|                   |  | Number
    of |                          |   | Weighted-         
|Range
    of       |  | Shares        |                          |   | Average           
|Exercise
    Price |  | Exercisable   |                          |   | Exercise
    Price
|$
    0.50 - $1.75 |  | 2,010,000     |                          | $ | 0.96              
|                   |  | 2,010,000     |                          | $ | 0.96              





The
securities were issued without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities
Act of 1933 because the offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general
solicitation or advertising; and the purchasers given access to information about our business and the opportunity to ask questions
and receive answers about our business prior to making any investment decision.



Note
13 - Agreements



On
July 25, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement (“July IP Agreement”)
by and between the Company and Mr. Sebastian Barr, an individual (“Seller”). In accordance with the July IP Agreement,
the Company acquired certain patents, prototypes and technical information from the Seller (“Assets”), pertaining
to child safety devices. In exchange for the Assets, the Company agreed to pay the Seller an aggregate of $42,500, pursuant to
the following schedule:



|1. |  | An initial payment of $10,000
paid to Sunbeam Packing Services, LLC upon execution of the July IP Agreement;
|-- |  | ------------------------------------------------------------------------------------------------------------

|2. |  | $24,500 paid to the Seller
upon execution of the July IP Agreement;
|-- |  | -------------------------------------------------------------------



-17-





PITOOEY!,
Inc.

Notes
to Condensed Consolidated Financial Statements



Note
                                                                      13 - Agreements (continued)









|3. |  | The balance of $8,000 was to
be paid in two installments: $4,000 upon the first anniversary date of the July IP Agreement and $4,000 upon the second anniversary
date of the July IP Agreement.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Company has since decided to complete the purchase of this intellectual property and but has not yet made payments against this
Note. The Company does not yet own this intellectual property and is delinquent on payment of this Note.



On
February 28, 2014 effecvtive March 3, 2014, the Company entered into an agreement with a consultant to design and develop the
Company’s Legal 420 mobile app the purpose of which is to create share information regarding the current changes in the
medical marijuana marketplace. Compensation for this project is comprised of $25,000 in cash and issuance of 300,000 shares of
the Company’s common stock.



On
April 17, 2014 effective May 1, 2014, the Company entered into an agreement with a consultant to design and develop the Company’s
RAADR mobile app, the purpose of which is to provide customers a mobile application system to allow monitoring of various forms
of social media. Compensation for this project is comprised of $25,000 in cash and issuance of 300,000 shares of the Company’s
common stock. See Note 15 – Subsequent Events for additional information regarding this agreement.



On
April 22, 2014, Richard M. Hybner was appointed Chief Executive Officer of the Company. Jacob DiMartino, Founder, will remain
with the Company as President, Chief Financial Officer, and Principal Accounting Officer.





Note
14 - Related Party Transactions



During
the year ended December 31, 2013, two of the Company’s officers have been deferring salaries earned. As of December 31,
2013, the Company has accrued executive compensation to these two officers totaling $38,000. This amount remains outstanding as
of June 30, 2014.



On
February 24, 2014, the Company issued a debenture to a related party for $2,500, paying 8% interest. The debenture included 5,000
warrants exercisable until February 24, 2017 at an exercise price of $0.50 per share.





Note
15 - Subsequent Events



The
following debenture, with warrants attached, was issued to a third party:



|       |          |          |          | Note    | Warrant    |         
|------ | -------- | -------- | -------- | ------- | ---------- | --------
|Note   | Issuance | Interest | Warrants | Due     | Expiration | Exercise
|Amount | Date     | Rate     | Attached | Date    | Date       | Price   
|20,000 | 7/14/14  | 10%      | 40,000   | 7/14/15 | 7/14/17    | 0.50    





On
July 18, 2014 the Company sold 37,500 shares of Preferred (Series B) stock for $30,000



The
securities were issued without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities
Act of 1933

because
the offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general solicitation or
advertising; and the purchasers given access to information about our business and the opportunity to ask questions and receive
answers about our business prior to making any investment decision.



The
Company’s Management has reviewed all other material events through the date of this report in accordance with ASC 855-10,
and believes there are no further material subsequent events to report.



-18-





PITOOEY!,
INC.

Notes
to Condensed Consolidated Financial Statements



Note
15 - Subsequent Events (continued)



On
July 7, 2014, the Company terminated an agreement with one of its consultants to develop the Company’s RAADR mobile app.
The terms included receiving $10,000 from the consultant and rescission of the issuance of 300,000 shares of the Company’s
common stock.



On
June 19, 2014, sole board member, Jacob DiMartino, authorized paperwork for the transfer of 10,000,000 shares of his personal
Company stock (OTC: PTOO) to CEO, Richard M. Hybner, effective immediately, in accordance with the terms of Mr. Hybner’s
Employment Agreement and Amended and Restated Employment Agreement, dated May 2, 2014 and June 26, 2014, respectively.



On
July 29, 2014 (the “Effective date”), the Company entered into an agreement with cmdR Consulting, to develop the Company’s
RAADR mobile app, the purpose of which is to develop a subscriber-like mobile application to allow the monitoring of a variety
of forms of social mention in social media. Contractual details call for an initial payment of $40,000, an additional payment
of $30,000 in December, 2014 and five monthly payments of $10,000 commencing in January, 2015. In addition, stock options of up
to 1,120,000 shares, with a strike price of 15% of the common share price as of the Effective date, were granted for achieving
certain milestones including an expected launch date in Fall 2014, with pre-registration to begin early September, 2014. In addition,
a user-based bonus of $0.20 per user will be paid	if the platform exceeds 330,000 users by December 31, 2014.



On
July 29, 2014, a default judgment was issued against the company in Circuit Court of the 11th Judicial Circuit in and
for Miami-Dade County, Florida.

This
judgment stems from a legal filing by a consulting firm, with which the Company entered into an agreement for consulting services,
on February 20, 2013. On June 25, 2013, the Company cancelled the agreement because it determined that services had not been provided
by consulting firm, as promised per the agreed-upon contract terms.

As
of this filing, parties are discussing possible terms, with a reasonable expectation of an out-of-court settlement. The amount
of the legal action is $12,000 plus a small amount of legal and court fees. The Company estimates that the likely settlement will
cost $4,800 for which an accrual has been made in professional fees.



































-19-







Item
2. Management's Discussion and Analysis of Financial Condition and Results of Operation



Forward-Looking
Statements



The
statements contained in all parts of this document that are not historical facts are, or may be deemed to be, "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Such forward-looking statements include, but are not limited to, those relating to the following: the Company's ability
to secure necessary financing; expected growth; future operating expenses; future margins; fluctuations in interest rates; ability
to continue to grow and implement growth, and regarding future growth, cash needs, operations, business plans and financial results
and any other statements that are not historical facts.



When
used in this document, the words "anticipate," "estimate," "expect," "may," "plans,"
"project," and similar expressions are intended to be among the statements that identify forward-looking statements.
PITOOEY!, Inc.’s results may differ significantly from the results discussed in the forward-looking statements. Such statements
involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to the
Company’s dependence on its ability to attract and retain skilled managers and other personnel; the uncertainty of the Company's
ability to manage and continue its growth and implement its business strategy; its vulnerability to general economic conditions;
accuracy of accounting and other estimates; the Company's future financial and operating results, cash needs and demand for services;
and the Company's ability to maintain and comply with permits and licenses; as well as other risk factors described in this Annual
Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
outcomes may vary materially from those projected.



Management’s
Discussion and Analysis



We
were originally incorporated in the State of Nevada on March 29, 2006, under the name “White Dental Supply, Inc.”
We were authorized to issue 100,000,000 shares of our $0.001 par value common stock and 100,000,000 shares of our $0.001 par value
preferred stock. On February 7, 2013, we changed our corporate name to PITOOEY!, Inc. and increased the number of shares we are
authorized to issue to 400,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred
stock.



PITOOEY!,
Inc., is a complete digital marketing agency offering an array of products and services that will enhance communication between
our clients and their target audience. Through our unique service packages, we offer businesses a comprehensive set of tools that
focuses on engaging with the rapidly growing number of social and mobile-centric consumers. These social and mobile marketing
products and services are served up via our two wholly -owned subsidiaries:



| | 1. | Choice
                                         One Mobile, Inc., which provides mobile and social media marketing and advertising solutions.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | PITOOEY!
                                         Mobile, Inc., which retains all intellectual property related to our PITOOEY! TMiPhone ®app, including patents, trademarks, software and trade
                                         processes.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Results
of Operations



Due
to the recent addition of new business operations and service lines, comparisons of operating results between the three and six
month periods ended June 30, , 2014 and 2013 may not be materially reflective of our continuing and future operations.





Revenue



How
we generate revenues



During
the current fiscal year, 2014, we generated sales from our wholly owned subsidiary, Choice One Mobile, Inc., a provider of mobile
and social media marketing and advertising services. Choice One Mobile assists clients build a strategy to attract and engage
with customers using social media outlets including, but not limited to, Facebook, Twitter and YouTube. In addition to social
media marketing, we offer complementary services customized to meet the needs of each client, including mobile and desktop website
development, search engine optimization, text message marketing, content writing and video creation.

-20-







Through
the periods covered in this report, our PITOOEY! Mobile subsidiary has not generated any revenues.



Three
months ended June, 2014 compared to the three months ended June 30, 2013



Revenue
was comprised, as follows:





|                                |  |      |        | Three  months
    ended |  |                         |         |  
|------------------------------- |  | ---- | ------ | ----------------------- |  | ----------------------- | ------- | -
|                                |  |      |        | June
    30,            |  | Increase
    (Decrease)
|                                |  | 2014 |        | 2013                    |  | $                       |         | %
|Revenue, gross                  |  | $    | 43,346 |                         |  | $                       | 108,788 |  
|Less: Discounts and
    refunds |  |      | (149   | )                       |  |                         | (44,723 | )
|                                |  |      |        |                         |  |                         |         |  
|Revenue, net                    |  | $    | 43,197 |                         |  | $                       | 64,065  |  







Six
months ended June 30, 2014 compared to the six months ended June 30, 2013





|                                |  |      |        |                   |  |                         |         |  
|------------------------------- |  | ---- | ------ | ----------------- |  | ----------------------- | ------- | -
|                                |  |      |        | Six  months ended |  |                         |         |  
|                                |  |      |        | June
    30,      |  | Increase
    (Decrease)
|                                |  | 2014 |        | 2013              |  | $                       |         | %
|Revenue, gross                  |  | $    | 87,419 |                   |  | $                       | 176,723 |  
|Less: Discounts and
    refunds |  |      | (6,873 | )                 |  |                         | (60,036 | )
|                                |  |      |        |                   |  |                         |         |  
|Revenue, net                    |  | $    | 80,546 |                   |  | $                       | 116,687 |  







In
the normal course of our business, the bulk of our sales are paid and rendered either immediately or on a monthly basis. These
sales are recognized as revenue at the time of the transaction. Periodically, we enter into longer-term arrangements with clients,
whereby they pay for three to 12 months of service up-front. These sales are recorded as deferred revenue and recognized as revenue
over the actual life of the arrangement. During the three and six months ended June 30, 2014, we recorded $0 and $0, respectively,
in deferred revenue and recognized $0 and $0, respectively as revenue earned during the period.



Costs
of sales consist primarily of credit card merchant fees, commissions paid to sales staff and fees paid to contractors directly
attributable to specific clients. A vast majority of our services incur few direct, unique and immediately identifiable costs
per client. During the three and six months ended June 30, 2014, costs of sales totaled ($140) and $38,371, respectively as compared
to $20,496 and $26,231 for the same periods ended June 30, 2013. Cost of sales declined in the second quarter due to cessation
of development costs for our software. After accounting for costs of sales, we realized a gross profit of $43,485 and $49,047
during the three and six months ended June 30, 2014 as compared to $43,569 and $90,456 for the same periods ended June 30, 2013.



Factors
Affecting Future Growth

We
are continuously refining our services to maximize revenue, while providing a rate of return to business customers greater than
they would be able to obtain advertising or marketing through traditional media outlets. Blending the two disparate objectives
is an art form that we are attempting to master and slight dips in revenue may occur in future periods, as a result. We are actively
pursuing the following operational objectives:



-21-









|1. |  | Choice
                                         One Mobile recently launched the C1M affiliate program to allow credit card processing
                                         companies to provide its agents an additional revenue stream by selling C1M's mobile
                                         and social media services to existing merchant clientele. The benefits for Choice One
                                         Mobile include greater market penetration, with lower overhead and customer acquisition
                                         costs. We began negotiations with several large credit card processing companies and
                                         independent sales organizations. As of the date of this quarterly report, we have not
                                         entered into any contractual relationships.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | The
                                         PITOOEY!TM iPhone ® app is a preference based, searchable ad
                                         network. The PITOOEY! app provides businesses with a unique engagement tool while serving
                                         consumers deals, valuable content, and location-based information. Our third party development
                                         team has been engaged in refining the consumer experience, as well as the back-end mechanics,
                                         to ensure adoption of Version 2 of the app. We have experienced delays in the release
                                         of our app and are currently working internally to assure a timely launch of the best
                                         software product we can possibly construct. As a result, we are currently unable to disclose
                                         a specific time frame the release of Version 2.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | RAADR.
                                         The Company considers the completion of the development of this app and the subsequent
                                         launch a key strategic initiative in 2014. As such, Company management is working to
                                         develop and refine RAADR functionality and focus on revenue generation for RAADR through
                                         strategic alliances, revenue-share opportunities, and stand-alone mobile app subscription
                                         agreements.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | Legal
                                         420. The Company is currently evaluating the appropriate market positions of this app
                                         in its strategic plan. Company management expects to make further investments in app
                                         development, with a focus on primary revenue generation from advertising sources and
                                         subsequent user subscriptions as early as Q1 2015.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Costs
and Operating Expenses



Three
months ended June 30, 2014 compared to the three months ended June 30, 2013



For
the three months ended June 31, 2014 and 2013, the components of our operating expenses were, as follows:





|                                |  | Three months ended |          |                         |  |  
|------------------------------- |  | ------------------ | -------- | ----------------------- |  | -
|                                |  | June
    30,       |          | Increase
    (Decrease)
|Operating Expenses:             |  | 2014               |          | 2013                    |  | $
|Advertising and marketing       |  | $                  | 12,315   |                         |  | $
|Depreciation                    |  |                    | 3,510    |                         |  |  
|Executive compensation          |  |                    | 23,458   |                         |  |  
|General and administrative      |  |                    | 47,671   |                         |  |  
|Management fees - related party |  |                    | -        |                         |  |  
|Professional fees               |  |                    | 56,466   |                         |  |  
|Salaries and wages              |  |                    | 46,656   |                         |  |  
|Total operating expenses        |  |                    | 190,076  |                         |  |  
|                                |  |                    |          |                         |  |  
|Operating loss                  |  |                    | (136,590 | )                       |  |  
|                                |  |                    |          |                         |  |  
|Other expenses:                 |  |                    |          |                         |  |  
|Interest expense                |  |                    | (95,575  | )                       |  |  
|Interest income                 |  |                    | -        |                         |  |  
|Foregivenss of debt             |  |                    | 14,392   |                         |  |  
|Other income                    |  |                    | 0        |                         |  |  
|Total other expenses            |  |                    | (81,183  | )                       |  |  
|                                |  |                    |          |                         |  |  
|Provision for income
    taxes  |  |                    | -        |                         |  |  
|                                |  |                    |          |                         |  |  
|Net Loss                        |  | $                  | (217,774 | )                       |  | $













-22-







Advertising
and Marketing. We are a young company attempting to establish brand recognition and have engaged third parties to assist us.
Our advertising and marketing activities cost was $12,315 during the three months ended June 30, 2014. In the comparable period
ended June 30, 2013, we incurred $153,911 in advertising and marketing expenses. We expect to increase our advertising and marketing
budget to coincide with the launch of Version 2 of the PITOOEY! app, although the timing of such increase cannot yet be determined.



Depreciation.Depreciation expense related to our computers, furniture and office equipment was $3,510 during the quarter ended June 30,
2014. In the comparable period ended June 30, 2013, it was $4,276.



Executive
Compensation. Executive compensation paid to our corporate officers and directors was $23,458 during the three months ended
June 30, 2014 and $108,168 in the comparable period ended June 30, 2013.



General
and Administrative. In the course of our operations, we incur operating expenses composed primarily of computer and internet
expenses, professional fees, payroll, and other general and administrative costs. General and administrative expenses are essentially
the cost of doing business, and encompass, without limitation, the following: business and operating licenses; taxes; general
office expenses, such as postage, supplies and printing; utilities; bank charges; website costs; and other miscellaneous expenditures
not otherwise classified. During the three month ended June 30, 2014, general and administrative expenses were $47,671. Comparatively,
general and administrative expenses were $115,152 in the period ended June 30, 2013. Management Fees Paid to a Related Party. On December 27, 2012, we entered into a professional service agreement with a related entity for use of client services staff,
human resource functions, administrative support and office space and equipment. During the three months ended June 30, 2014 and
2013, total management fees paid to the related entity was $0 and $24,840, respectively. As of December 30, 2013 we have terminated
this relationship. As a result, we don’t expect future expenses in this category to be incurred.



Professional
Fees. We expect to continue to incur professional fees in relation to maintaining our public reporting status with the Securities
and Exchange Commission and significant increases in research and development expenses related to our proprietary PITOOEY! TMapp, which will have an adverse effect on our operating results for the foreseeable future. During the period ended June
30, 2014, we incurred $56,466 in professional fees as compared to $137,945 for the period ended June 30, 2013.



Salaries
and Wages. As of June 30, 2014, we have 4 employees. Salaries and wages paid during the quarters ended June 30, 2014 and 2013
were $46,655 and $193,320, respectively. Our staffing levels tend to fluctuate substantially from month-to-month; therefore, it
is difficult to forecast changes in salaries and wages from period to period.



Interest
Expense. During the three months ended June 30, 2014, we incurred $95,575 of interest expense related to our notes payable.
In the period ended June 30, 2013, interest expense was $5,301.



Six
months ended June 30, 2014 compared to the six months ended June 30, 2013



-23-







For
the six months ended June 30, 2014 and 2013, the components of our operating expenses were, as follows:





|                                |  | Six months ended |          |                     |  |  
|------------------------------- |  | ---------------- | -------- | ------------------- |  | -
|                                |  | June 30,         |          | Increase (Decrease)
|Operating Expenses:             |  | 2014             |          | 2013                |  | $
|Advertising and marketing       |  | $                | 18,431   |                     |  | $
|Depreciation                    |  |                  | 7,020    |                     |  |  
|Executive compensation          |  |                  | 57,658   |                     |  |  
|General and administrative      |  |                  | 161,492  |                     |  |  
|Management fees - related party |  |                  | —        |                     |  |  
|Professional fees               |  |                  | 92,199   |                     |  |  
|Salaries and wages              |  |                  | 116,326  |                     |  |  
|Total operating expenses        |  |                  | 453,126  |                     |  |  
|                                |  |                  |          |                     |  |  
|Operating loss                  |  |                  | (394,079 | )                   |  |  
|                                |  |                  |          |                     |  |  
|Other expenses:                 |  |                  |          |                     |  |  
|Interest expense                |  |                  | (259,944 | )                   |  |  
|Interest income                 |  |                  | —        |                     |  |  
|Foregivenss of debt             |  |                  | 15,478   |                     |  |  
|Other income                    |  |                  | 457      |                     |  |  
|Total other expenses            |  |                  | (244,008 | )                   |  |  
|                                |  |                  |          |                     |  |  
|Provision for income taxes      |  |                  | —        |                     |  |  
|                                |  |                  |          |                     |  |  
|Net Loss                        |  | $                | (638,088 | )                   |  | $







Advertising
and Marketing. We are a young company attempting to establish brand recognition and have engaged third parties to assist us.
Our advertising and marketing activities cost $18,431 during the six months ended June 30, 2014. In the comparable period ended
June 30, 2013, we incurred $293,277 in advertising and marketing expenses. We expect to increase our advertising and marketing
budget to coincide with the launch of Version 2 of the PITOOEY! app, although the timing of such increase cannot yet be determined.



Depreciation.Depreciation expense related to our computers, furniture and office equipment was $7,020 during the quarter ended June 30,
2014. In the comparable period ended June 30, 2013, it was $6,731.





Executive Compensation. Executive
compensation paid to our corporate officers and directors was $57,658 during the six months ended June 30, 2014 and $217,972 in
the comparable period ended June 30, 2013.



General and Administrative. In
the course of our operations, we incur operating expenses composed primarily of computer and internet expenses, professional fees,
payroll, and other general and administrative costs. General and administrative expenses are essentially the cost of doing business,
and encompass, without limitation, the following: business and operating licenses; taxes; general office expenses, such as postage,
supplies and printing; utilities; bank charges; website costs; and other miscellaneous expenditures not otherwise classified. During
the six months ended June 30, 2014, general and administrative expenses were $161,492. Comparatively, general and administrative
expenses were $298,695 in the period ended June 30, 2013.



Management Fees Paid to a Related
Party. On December 27, 2012, we entered into a professional service agreement with a related entity for use of client services
staff, human resource functions, administrative support and office space and equipment. This agreement terminated in December 2013.
During the six months ended June 30, 2014 and 2013, total management fees paid to the related entity was $0 and $297,127, respectively.



Professional Fees. We expect
to continue to incur professional fees in relation to maintaining our public reporting status with the Securities and Exchange
Commission and significant increases in research and development expenses related to our proprietary PITOOEY! TM app,
which will have an adverse effect on our operating results for the foreseeable future. During the period ended June 30, 2014, we
incurred $92,199 in professional fees as compared to $259,509 for the period ended June 30, 2013.









-24-









Salaries and Wages. As of June
30, 2014, we have 4 employees. Salaries and wages paid during the quarters ended June 30, 2014 and 2013 were $116,326 and $382,532,
respectively. Our staffing levels tend to fluctuate substantially from month-to-month; therefore, it is difficult to forecast changes
in salaries and wages from period to period.



Interest Expense. During the
six months ended June 30, 2014, we incurred $259,944 of interest expense related to our notes payable. In the period ended June
30, 2013, interest expense was $5,320.



Net Loss



Our net loss for the three and six months
ended June 30, 2014 was $217,774 and $638,088, respectively, compared to net losses of $699,344 and $1,670,756, respectively, for
the same periods ended June 30, 2013. We expect to continue to incur net losses for the foreseeable future and cannot assure you
when, if ever, we will be able to mitigate our losses or begin to achieve profitability. Our management believes that expansion
of our operations and continued global economic uncertainty are likely to continue to adversely affect our operating results and
will lead to net losses for at least the next 12 months of operations.



Liquidity
and Capital Resources



As
of June 30, 2014, we had $37,910 in cash and $698 in prepaid expenses and deposits. To date, we have financed our operations through
the issuance of stock and debt securities, in addition to sales-generated revenue. The following table provides detailed information
about our net cash flow for all financial statement periods presented in this Report.





|                                              |  | Three
    months ended
|--------------------------------------------- |  | ----------------------
|                                              |  | June 30,              
|                                              |  | 2014                  
|Net cash used by operating
    activities     |  | $                     
|Net cash used by investing activities         |  |                       
|Net cash provided
    by financing activities |  |                       
|Net increase (decrease) in cash               |  |                       
|Cash at the beginning
    of period           |  |                       
|Cash at the end
    of period                 |  | $                     





Operating
Activities. Net cash used in operating activities was $125,398 for the three months ended June 30, 2014. In comparison, our
net cash used during the three months ended June 30, 2013 was $493,910, the bulk of which was attributable to increased expenditures,
in 2013,related to our initial entry into the digital media marketing space and development of our PITOOEY!TMapp.
Our management expects to continue to experience net cash outflows related to operating activities for at least the next fiscal
year, related primarily to continued PITOOEY!TMapp development, expansion of our service offerings and continued growth
of our base of operations.



Investing
Activities. During the three months ended June 30, 2014 and the three months ended June 30, 2013, we purchased $30,000 and
$0, respectively, of Work in Process-Software. We do expect to make material investments in software development, furniture, fixtures
and equipment during the next 12 months of operations.



Financing
Activities. Net cash provided by financing activities for the three months ended June 30, 2014 was $193,309, as compared
to $490,993 for the comparable period ended June 30, 2013. During 2013, we obtained significant financing in an effort to expand
our operations and pursue new business opportunities. To that end, for the three months ended June 30, 2014 and 2013, we obtained
financing in the form of loans totaling $80,104 and $354,064, respectively, from third party sources. Also during the three month
periods ended June 30, 2014 and 2013, we repaid $8,640 and $50 respectively, of our third party notes payable and $55 and $0,
respectively, of related party notes payable. In addition to issuing debt securities, during the three months ended June 30, 2014
and 2013, we sold a total of $0 and $114,000, respectively, of common stock and $121,900 and $0, respectively, of preferred stock.
 We expect to use future sources of cash to invest in our core businesses, including new product and service innovations,
advertising and marketing, as well as the capital expenditures in the expansion of our business.





-25-









Net
Change in Cash. During the three months ended June 30, 2014, we experienced a net increase in cash on hand of $37,709. Comparatively,
we had a net decrease in cash of $2,917 during the three months ended June 30, 2013.



|                                              |  | Six months ended
|--------------------------------------------- |  | ----------------
|                                              |  | June
    30,    
|                                              |  | 2014            
|Net cash used by operating
    activities     |  | $               
|Net cash used by investing activities         |  |                 
|Net cash provided
    by financing activities |  |                 
|Net increase (decrease) in cash               |  |                 
|Cash at the beginning
    of period           |  |                 
|Cash at the end
    of period                 |  | $               



Operating
Activities. Net cash used in operating activities was $421,513 for the six months ended June 30, 2014. In comparison, our
net cash used during the six months ended June 30, 2013 was $409,453 the bulk of which was attributable to increased expenditures,
in 2013, related to our initial entry into the digital media marketing space and development of our PITOOEY!TMapp.
Our management expects to continue to experience net cash outflows related to operating activities for at least the next fiscal
year, related primarily to continued PITOOEY!TMapp development, expansion of our service offerings and continued growth
of our base of operations.



Investing
Activities. During the six months ended June 30, 2014 and the six months ended June 30, 2013, we purchased $10,000 and $56,910,
respectively of Work in Process-Software Development, computers, furniture and office equipment. We do expect to make material
investments in software development, furniture, fixtures and equipment during the next 12 months of operations.



Financing
Activities. Net cash provided by financing activities for the six months ended June 30, 2014 was $347,396, as compared to
$937,870 for the comparable period ended June 30, 2013. During 2013, we obtained significant financing in an effort to expand
our operations and pursue new business opportunities. To that end, for the six months ended June 30, 2014 and 2013, we obtained
financing in the form of loans totaling $151,768 and $369,064, respectively, from third party sources. Also during the six month
periods ended June 30, 2014 and 2013, we repaid $46,551 and $137,119 respectively, of our third party notes payable and $14,622
and $0, respectively, of related party notes payable. For the six months ended June 30, 2014 and 2013, we obtained financing in
the form of related party loans totaling $2,500 and $80,875, respectively. In addition to issuing debt securities, during the
six months ended June 30, 2014 and 2013, we sold a total of $37,000 and $625,000 respectively, of common stock and $121,900 and
$0, respectively, of preferred stock. We expect to use future sources of cash to invest in our core businesses, including new
product and service innovations, advertising and marketing, as well as the capital expenditures in the expansion of our business.



Net
Change in Cash. During the six months ended June 30, 2014, we experienced a net decrease in cash on hand of $104,119. Comparatively,
we had a net decrease in cash of $409,453 during the six months ended June 30, 2013.



Factors
Affecting Future Growth



We
expect to require significant capital to continue to fund research and development activities related to development of the PITOOEY!
TM app. Without sufficient cash flow from operations we will require additional cash resources, including the sale
of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months.
We will require additional cash resources due to changed business conditions, implementation of our strategy to successfully expand
our operations. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital
requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional
equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service
obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our
plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by
us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and
could harm our overall business prospects.







-26-













We
only recently began to venture into the mobile and social media marketing space. We are experiencing significant changes to our
corporate and operational structures and have been expanding our base of employees. Over the next 12 months, we expect the number
of full- and part-time employees to fluctuate substantially, though we are unable to predict the amount of such fluctuations.



We
anticipate that as our level of maturity and sophistication in the mobile app space grows, through our experience and the engaging
of external app developers and user marketing individuals and firms, that our future topline growth estimates will become more
predictable. This should provide more stable estimates of future revenue and expense projections, as well as a better gauge of
ongoing gross and net margins.



There
are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues
from continuing operations. However, we may not adequately encapsulate unforeseen economic or industry specific factors that may
be beyond our control. These external forces may restrict growth and advertising spending by our clients, which could, in turn,
adversely affect our operations.



We
currently do not own any significant plant or equipment that we would seek to sell in the near future.



We
have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.



Hiring
and Retaining Key Personnel



Our
ability to compete and grow depends in large part on the efforts and talents of our employees. During the first nine months of
2013, in addition to experiencing employee attrition, we also implemented, and continue to implement, certain cost reduction initiatives
to better align our operating expenses with our revenue, including reducing our headcount and consolidating certain facilities.
These cost reduction initiatives could negatively impact our ability to attract, hire and retain key employees which is critical
to our ability to grow our business and execute on our business strategy.



Off
Balance Sheet Arrangements



We
do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital
resources that is material to an investor in our securities.



Critical
Accounting Policies and Estimates



The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts in our consolidated financial statements and related notes. Our significant accounting policies are described
in Note 3 to our consolidated financial statements included in our Annual Report on Form 10- K for the year ended December 30,
2012. We have identified below our critical accounting policies and estimates that we believe require the greatest amount of judgment.
These estimates and judgments have a significant impact on our consolidated financial statements. Actual results could differ
materially from those estimates. The accounting policies that reflect our more significant estimates and judgments and that we
believe are the most critical to fully understand and evaluate our reported financial results include the following:



1.
Intangible assets



2.
Merchant reserves



3.
Property and equipment



4.
Revenue recognition



5.
Stock-based compensation





-27-











Item
3. Quantitative and Qualitative Disclosures About Market Risk



This
item is not applicable to smaller reporting companies, such as PITOOEY!, Inc.



Item
4. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



Both
our Chief Executive Officer and President and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Interim
Report on Form 10-Q, have concluded that, based on such evaluation, our disclosure controls and procedures were not effective
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and
communicated to our management, including our principal executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.





Changes
in internal controls over financial reporting



There
were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which
has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.



Limitations
on Effectiveness of Controls and Procedures



In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition,
the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management
is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.





















































-28-





PART
II - OTHER INFORMATION



Item
1. Legal Proceedings



On
July 29, 2014, a default judgment was issued against the company in Circuit Court of the 11th Judicial Circuit in and
for Miami-Dade County, Florida.

This
judgment stems from a legal filing by a consulting firm, with which the Company entered into an agreement for consulting services,
on February 20, 2013. On June 25, 2013, the Company cancelled the agreement because it determined that services had not been provided
by consulting firm, as promised per the agreed-upon contract terms.

As
of this filing, parties are discussing possible terms, with a reasonable expectation of an out-of-court settlement. The amount
of the legal action is $12,000 plus a small amount of legal and court fees. The Company estimates that the likely settlement will
cost $4,800 for which an accrual has been made in professional fees.



Item
1A. Risk Factors



Our
significant business risks are described in Item 1A to our Form 10-K for the year ended December 30, 2013, to which reference
is made herein.



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

On
April 22, 2014 we issued a 10% debenture, totaling a principal amount of $20,000 payable on or before the 22nd day of April, 2015
with attached warrants to purchase up to 40,000 shares of the Company’s common stock at a price of $.50 per share at any
time prior to the 22nd day of April, 2017.

In
May and June, 2014 we issued 146,125 shares of Preferred (Series B) shares of Company stock for $121,900.The securities were issued
without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities Act of 1933 because the
offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general solicitation or advertising;
and the purchasers given access to information about our business and the opportunity to ask questions and receive answers about
our business prior to making any investment decision.



Item
3. Defaults Upon Senior Securities



Not
applicable.



Item
4. Mine Safety Disclosures



Not
applicable.



Item
5. Other Information

Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Effective
November 23, 2013 Patrick Deparini resigned all positions with the registrant, including Director, Chief Financial Officer and
Principal Accounting Officer. Jacob DiMartino, a Director and Chief Executive Officer, assumed the positions of Chief Financial
Officer and Principal Accounting Officer.

On
April 22, 2014, Richard M. Hybner assumed the position of Chief Executive Officer of the Company. Jacob DiMartino holds the position
of President and, on an interim basis, serves as the Company’s Chief Financial Officer and Principal Accounting Officer.



-29-





Item
6. Exhibits and Reports on Form 8-K



|                   |                                                                                       
|------------------ | --------------------------------------------------------------------------------------
|Exhibit
    Number | Name
    and/or Identification of Exhibit                                             
|30                 | Rule
    13a-14(a)/15d-14(a) Certifications                                           
|                   |                                                                                       
|32                 | Certification
    under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
|                   |                                                                                       
|101                | Interactive
    Data File                                                             
|                   |                                                                                       
|                   | (INS)
    XBRL Instance Document                                                      
|                   | (SCH)
    XBRL Taxonomy Extension Schema Document                                     
|                   | (CAL)
    XBRL Taxonomy Extension Calculation Linkbase Document                       
|                   | (DEF)
    XBRL Taxonomy Extension Definition Linkbase Document                        
|                   | (LAB)
    XBRL Taxonomy Extension Label Linkbase Document                             
|                   | (PRE)
    XBRL Taxonomy Extension Presentation Linkbase Document                      



























































-30-





SIGNATURES



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



|                          |                             |                    
|------------------------- | --------------------------- | -------------------
|PITOOEY!,
    Inc.       
|(Registrant)             
|                         
|Signature                 | Title                       | Date               
|                          |                             |                    
|/s/
    Richard M. Hybner | Chief
    Executive Officer | August
    15, 2014
|Richard
    M. Hybner     |                             |                    
|                          |                             |