UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



(Mark One)



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



For the three months endedAugust 31, 2011



OR



£ TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ______________
to ______________



Commission file number  000-52511





BIZZINGO, INC.

(Exact name of registrant as specified
in its charter)



|Nevada
        (State or other jurisdiction of incorporation
        or
        organization) |  | 98-0471052
        (IRS Employer Identification No.)
|--------------------------------------------------------------------------------------------- |  | ----------------------------------------------------



Suite 202, 63Main Street, Flemington, New
Jersey08822

(Address of Principal Executive Offices)



(908) 968-0838

(Registrant's telephone, including area code)



Indicate by check mark whether the registrant
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 duringthepast12monthsand
(2)has been subject to such filing requirements for the past 90days.



Yes S     No £



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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).



Yes £      No £

(Does not currently apply to the Registrant)



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 definitions of
"large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):



|Large accelerated filer | £ |                            | Accelerated filer         | £
|----------------------- | - | -------------------------- | ------------------------- | -
|Non-accelerated filer   | £ | (Do not check if a smaller | Smaller reporting company | S
|                        |   | reporting company)         |                           |  



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



Yes £  No S



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date:66,941,376Shares of $0.001 par value common stock outstanding as
of October 11, 2010.
















|PART I. Financial Information                                       | 3 
|------------------------------------------------------------------- | --
|                                                                    |   
|Item 1. Interim Financial Statements.                               | 3 
|Item 2. Management's Discussion and Analysis or Plan of Operation.  | 24
|Item 3. Quantitative and Qualitative Disclosures about Market Risk  | 28
|Item 4. Controls and Procedures                                     | 29
|Item 5. Other                                                       | 32
|                                                                    |   
|Part II - Other Information                                         | 32
|                                                                    |   
|Item 1. Legal Proceedings                                           | 32
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 32
|Item 3. Defaults upon Senior Securities                             | 32
|Item 4. (Removed and Reserved)                                      | 32
|Item 5. Other Information                                           | 32
|Item 6. Exhibits                                                    | 32
|SIGNATURES                                                          | 33



2







PART I. Financial Information



Item 1. Interim Financial Statements.



The accompanying unaudited consolidated financial statements of
Bizzingo, Inc. ("Bizzingo) have been prepared in accordance with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission ("SEC"), and, should be read in conjunction with the
audited financial statements and notes thereto contained in Bizzingo’sAnnual Report Form 10-K filedwith the SEC on August
18, 2011. In the opinion of management, all adjustments consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the interim period are not necessarily
indicative of the results that may be expected for the full year. Notes to the interim financial statements that would substantially
duplicate the disclosure contained in the audited financial statements for fiscal 2010 as reported in our Annual Report onForm
10-K filedwith the SEC on August 18, 2011 have been omitted.



3







|BIZZINGO, INC.
        (A Development Stage Company)
|----------------------------------------------------
|Consolidated Balance Sheets                         
|August 31, 2011and May 31, 2011                     
|(Expressed in U.S. Dollars) (Unaudited)             



|                                                                        |  |   | August 31, 2011 |   |  |   | May 31, 2011 |  
|----------------------------------------------------------------------- |  | - | --------------- | - |  | - | ------------ | -
|ASSETS                                                                  |  |   |                 |   |  |   |              |  
|Current                                                                 |  |   |                 |   |  |   |              |  
|Cash                                                                    |  | $ | 4,234           |   |  | $ | 4,101        |  
|Prepaids                                                                |  |   | —               |   |  |   | 10,000       |  
|Total  current assets                                                   |  |   | 4,234           |   |  |   | 14,101       |  
|                                                                        |  |   |                 |   |  |   |              |  
|Total Assets                                                            |  | $ | 4,234           |   |  | $ | 14,101       |  
|                                                                        |  |   |                 |   |  |   |              |  
|LIABILITIES                                                             |  |   |                 |   |  |   |              |  
|Current                                                                 |  |   |                 |   |  |   |              |  
|Accounts payable                                                        |  | $ | 437,875         |   |  | $ | 483,180      |  
|Interest payable                                                        |  |   | 199,405         |   |  |   | 139,241      |  
|Memberholder loan                                                       |  |   | 2,046           |   |  |   | 2,046        |  
|Notes payable                                                           |  |   | 756,000         |   |  |   | 261,000      |  
|Total current liabilities                                               |  |   | 1,395,326       |   |  |   | 885,467      |  
|Total Liabilities                                                       |  | $ | 1,395,326       |   |  | $ | 885,467      |  
|                                                                        |  |   |                 |   |  |   |              |  
|STOCKHOLDERS’ (DEFICIENCY) EQUITY                                       |  |   |                 |   |  |   |              |  
|Share capital                                                           |  |   |                 |   |  |   |              |  
|Authorized:                                                             |  |   |                 |   |  |   |              |  
|Preferred stock $0.001 par value 100,000 shares authorized              |  |   |                 |   |  |   |              |  
|None issued, allotted and outstanding:                                  |  |   | —               |   |  |   | —            |  
|                                                                        |  |   |                 |   |  |   |              |  
|Common stock $0.001 par  value, 525,000,000 shares authorized           |  |   |                 |   |  |   |              |  
|Issued, allotted and outstanding:                                       |  |   |                 |   |  |   |              |  
|66,780,576 and 73,241,376 shares as of August 31, 2011 and May 31, 2011 |  |   | 66,780          |   |  |   | 73,241       |  
|Additional paid-in capital                                              |  |   | 16,620,903      |   |  |   | 16,614,442   |  
|Deficit accumulated during development stage                            |  |   | (18,078,775     | ) |  |   | (17,559,049  | )
|Total stockholders’ (deficiency) equity                                 |  |   | (1,391,092      | ) |  |   | (871,366     | )
|Total liabilities and stockholders’ (deficiency) equity                 |  | $ | 4,234           |   |  | $ | 14,101       |  



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



4







|BIZZINGO, INC.                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                               
|Consolidated Statements of Operations                                                                                       
|For the three months ended August 31, 2011 and 2010 and
        the period from April 3, 2009 (inception) to August 31, 2011
|(Expressed in U.S. Dollars)(Unaudited)                                                                                      



|                                                                         |  |   | From Inception Date
of April 3, 2009 to
August  31, 2011 |   |  |   | For the Three
Months ended 
August 31 2011 |   |  |   | For the Three
Months
ended August
31, 2010 |  
|------------------------------------------------------------------------ |  | - | -------------------------------------------------------- | - |  | - | ------------------------------------------ | - |  | - | ------------------------------------------ | -
|                                                                         |  |   |                                                          |   |  |   |                                            |   |  |   |                                            |  
|Revenue                                                                  |  | $ | —                                                        |   |  | $ | —                                          |   |  | $ | —                                          |  
|                                                                         |  |   |                                                          |   |  |   |                                            |   |  |   |                                            |  
|Accounting                                                               |  |   | 118,854                                                  |   |  |   | 25,147                                     |   |  |   | 27,647                                     |  
|Consulting                                                               |  |   | 3,160,284                                                |   |  |   | 135,000                                    |   |  |   | 375,695                                    |  
|Corporate finance fees                                                   |  |   | 52,530                                                   |   |  |   | —                                          |   |  |   | 22,140                                     |  
|Product Development                                                      |  |   | 165,960                                                  |   |  |   | 72,798                                     |   |  |   |                                            |  
|Financing expense                                                        |  |   | 1,000,632                                                |   |  |   | —                                          |   |  |   | —                                          |  
|G&A                                                                      |  |   | 191,962                                                  |   |  |   | 18,032                                     |   |  |   | 60,974                                     |  
|Legal                                                                    |  |   | 433,674                                                  |   |  |   | 21,960                                     |   |  |   | 79,541                                     |  
|Marketing                                                                |  |   | 232,791                                                  |   |  |   | 232,791                                    |   |  |   |                                            |  
|Travel                                                                   |  |   | 267,910                                                  |   |  |   | 20,457                                     |   |  |   | 49,910                                     |  
|Operating loss                                                           |  |   | (5,624,597                                               | ) |  |   | (526,185                                   | ) |  |   | (615,907                                   | )
|Other expense                                                            |  |   |                                                          |   |  |   |                                            |   |  |   |                                            |  
|Impairment of IP music database and Computer code                        |  |   | (6,875,000                                               | ) |  |   | —                                          |   |  |   | —                                          |  
|Interest expense (related party)                                         |  |   | (402,645                                                 | ) |  |   | (60,165                                    | ) |  |   | (1,756                                     | )
|Gain on forgiveness of debt                                              |  |   | 360,630                                                  |   |  |   | 66,624                                     |   |  |   | —                                          |  
|Loss on settlement of debt                                               |  |   | (5,537,163                                               | ) |  |   | —                                          |   |  |   | —                                          |  
|Net loss for the year                                                    |  | $ | (18,078,775                                              | ) |  |   | (519,726                                   | ) |  |   | (617,663                                   | )
|Loss per share – basic and diluted Net loss                              |  |   |                                                          |   |  | $ | (0.01                                      | ) |  | $ | (0.01                                      | )
|Weighted average number of common shares outstanding - basic and diluted |  |   |                                                          |   |  |   | 70,713,237                                 |   |  |   | 65,246,392                                 |  





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



5







|BIZZINGO, INC.                                             
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Consolidated Statement of Stockholders' (Deficiency) Equity
|For the period April 3, 2009 (Inception) to August 31, 2011
|(Expressed in U.S. Dollars)(Unaudited)                     





|                                                        |  |  | Common Stock |   |  |   | Additional |   |  |   | Subscription    |   |  |   | Deficit    |   |  |   | Total
Stock-holders' |  
|------------------------------------------------------- |  |  | ------------ | - |  | - | ---------- | - |  | - | --------------- | - |  | - | ---------- | - |  | - | -------------------- | -
|                                                        |  |  | Shares       |   |  |   | Amount     |   |  |   | paid-in capital |   |  |   | Receivable |   |  |   | Accumulated          |  
|                                                        |  |  |              |   |  |   |            |   |  |   |                 |   |  |   |            |   |  |   |                      |  
|Shares issued for property April 3, 2009                |  |  | 1,920,000    |   |  | $ | 1,920      |   |  | $ | 4,998,092       |   |  | $ | (90        | ) |  | $ | —                    |  
|Shares issued for cash May 28, 2010                     |  |  | 12,480,000   |   |  | $ | 12,480     |   |  | $ | (12,390         | ) |  |   | —          |   |  |   | —                    |  
|Net Loss April 3, 2009 (Inception) to May 31, 2010      |  |  | —            |   |  |   | —          |   |  |   | —               |   |  |   | —          |   |  | $ | (186,902             | )
|Balance, May 31, 2009                                   |  |  | 14,400,000   |   |  | $ | 14,400     |   |  | $ | 4,985,702       |   |  | $ | (90        | ) |  | $ | (186,902             | )
|Subscription receivable                                 |  |  | —            |   |  |   | —          |   |  |   | —               |   |  | $ | 90         |   |  |   | —                    |  
|Shares issued for cash August 25, 2009                  |  |  | 23,136,000   |   |  | $ | 23,136     |   |  | $ | (22,991         | ) |  |   | —          |   |  |   | —                    |  
|Shares issued for cash March 10, 2010                   |  |  | 5,782,400    |   |  | $ | 5,782      |   |  | $ | (5,746          | ) |  |   | —          |   |  |   | —                    |  
|Recapitalization due to reverse merger                  |  |  | 42,700,000   |   |  | $ | 42,700     |   |  | $ | (83,243         | ) |  |   | —          |   |  |   | —                    |  
|Shares cancelled due to reverse merger                  |  |  | (32,712,176  | ) |  | $ | (32,712    | ) |  | $ | 32,712          |   |  |   | —          |   |  |   | —                    |  
|Issuance of common stock @ $0.15 May 20, 2010           |  |  | 1,9333,333   |   |  | $ | 1,933      |   |  | $ | 288,067         |   |  |   | —          |   |  |   | —                    |  
|Issuance of common stock in settlement                  |  |  |              |   |  |   |            |   |  |   |                 |   |  |   |            |   |  |   |                      |  
|of notes payable May 31, 2010                           |  |  | 6,514,310    |   |  | $ | 6,515      |   |  | $ | 6,507,796       |   |  |   | —          |   |  |   | —                    |  
|Net loss for the year ending May 31, 2010               |  |  |              |   |  |   |            |   |  |   |                 |   |  |   |            |   |  | $ | (12,990,743          | )
|Balance, May 31, 2010                                   |  |  | 61,753,867   |   |  | $ | 61,754     |   |  | $ | 11,702,297      |   |  | $ | —          |   |  | $ | (13,177,645          | )
|Shares issued for cash  on June 8, 2010 @ $0.15         |  |  | 1,333,333    |   |  | $ | 1,333      |   |  | $ | 198,667         |   |  |   | —          |   |  |   | —                    |  
|Exchange agreement issuance June 22, 2010               |  |  | 1,334,176    |   |  | $ | 1,334      |   |  | $ | 999,298         |   |  |   | —          |   |  |   | —                    |  
|Shares issued for cash on July 16, 2010 @ $0.15         |  |  | 2,520,000    |   |  | $ | 2,520      |   |  | $ | 375,480         |   |  |   | —          |   |  |   | —                    |  
|Net loss for the period June 1, 2010 to August 31, 2010 |  |  |              |   |  |   |            |   |  |   |                 |   |  |   |            |   |  | $ | (617,663             | )
|Balance, August 31, 2010                                |  |  | 66,941,376   |   |  | $ | 66,941     |   |  | $ | 13,275,742      |   |  | $ | —          |   |  | $ | (13,795,308          | )





6







|BIZZINGO, INC.                                             
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Consolidated Statement of Stockholders” (Deficiency) Equity
|For the period April 3, 2009 (Inception) to August 31, 2011
|(Expressed in U.S. Dollars)(Unaudited)                     





|                                                               |  |  | Common Stock |   |  |   | Additional |   |  |   | Subscription    |  |  |   | Deficit    |  |  |   | Total 
Stock-holders’ |  
|-------------------------------------------------------------- |  |  | ------------ | - |  | - | ---------- | - |  | - | --------------- |  |  | - | ---------- |  |  | - | --------------------- | -
|                                                               |  |  | Shares       |   |  |   | Amount     |   |  |   | paid-in capital |  |  |   | Receivable |  |  |   | Accumulated           |  
|                                                               |  |  |              |   |  |   |            |   |  |   |                 |  |  |   |            |  |  |   |                       |  
|Shares issued for cash on November 1, 2010                     |  |  | 1,080,000    |   |  | $ | 1,080      |   |  | $ | 160,920         |  |  |   | —          |  |  |   | —                     |  
|Net loss for the period September 1, 2010 to November 30, 2010 |  |  |              |   |  |   |            |   |  |   |                 |  |  |   |            |  |  | $ | (196,438              | )
|Balance, November 30, 2010                                     |  |  | 68,021,376   |   |  | $ | 68,021     |   |  | $ | 13,436,662      |  |  | $ | —          |  |  | $ | (13,991,746           | )
|Shares issued for cash on December 3, 2010                     |  |  | 720,000      |   |  | $ | 720        |   |  | $ | 107,280         |  |  |   | —          |  |  |   | —                     |  
|Shares issued for services January 31, 2011                    |  |  | 2,000,000    |   |  | $ | 2,000      |   |  | $ | 1,198,000       |  |  |   | —          |  |  |   | —                     |  
|Net loss for the period December 1, 2010 to February 28, 2011  |  |  |              |   |  |   |            |   |  |   |                 |  |  |   |            |  |  | $ | (1,433,108            | )
|Balance, February 28, 2011                                     |  |  | 70,741,376   |   |  | $ | 70,741     |   |  | $ | 14,741,942      |  |  | $ | —          |  |  | $ | (15,424,854           | )
|Shares issued for asset acquisition March 15, 2011             |  |  | 2,500,000    |   |  | $ | 2,500      |   |  | $ | 1,872,500       |  |  |   | —          |  |  |   | —                     |  
|Net loss for the period March 1, 2011 to May 31, 2011          |  |  |              |   |  |   |            |   |  |   |                 |  |  |   |            |  |  |   | (2,134,195            | )
|Balance, May 31, 2011                                          |  |  | 73,241,376   |   |  | $ | 73,241     |   |  | $ | 16,614,442      |  |  | $ | —          |  |  | $ | (17,559,049           | )
|Shares cancelled on July 26, 2011                              |  |  | (6,460,800   | ) |  |   | (6,461     | ) |  |   | 6,461           |  |  |   | —          |  |  |   | —                     |  
|Net loss for the period June 1, 2011 to August 31, 2011        |  |  |              |   |  |   |            |   |  |   |                 |  |  |   |            |  |  | $ | (519,726              | )
|Balance, August 31, 2011                                       |  |  | 66,780,576   |   |  |   | 66,780     |   |  | $ | 16,620,903      |  |  | $ | —          |  |  | $ | (18,078,775           | )







7







|BIZZINGO, INC.                                                                                                       
|---------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                        
|Consolidated Statements of Cash Flows                                                                                
|For the three months ended August 31, 2011 and 2010 and  the period from April 3, 2009 (inception) to August 31, 2011
|(Expressed in U.S. Dollars)(Unaudited)                                                                               



|                                                    |  |   | From Inception 
Date of April 3,
2009 to August 31,
2011 |   |  |   | For the Three
Months ended
August 31 2011 |   |  |   | For the 
Three Months 
ended August 
31, 2010 |  
|--------------------------------------------------- |  | - | -------------------------------------------------------- | - |  | - | ----------------------------------------- | - |  | - | --------------------------------------------- | -
|Cash flows from (used in) operating activities      |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|Net loss for the year                               |  | $ | (18,078,775                                              | ) |  | $ | (519,726                                  | ) |  | $ | (617,663                                      | )
|Adjustments to reconcile net loss to net cash       |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|Provided by operating activities:                   |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|- Impairment of IP music database and computer code |  |   | 5,000,000                                                |   |  |   | —                                         |   |  |   | —                                             |  
|- Loss on acquisition of Atwood                     |  |   | (44,361                                                  | ) |  |   | —                                         |   |  |   | —                                             |  
|- Loss on settlement of debt                        |  |   | 5,537,163                                                |   |  |   | —                                         |   |  |   | —                                             |  
|- Shares issued for services                        |  |   | 1,200,000                                                |   |  |   |                                           |   |  |   |                                               |  
|Changes in operating assets and liabilities:        |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|- (Increase) Decrease in Accrued liabilities        |  |   | —                                                        |   |  |   | —                                         |   |  |   | —                                             |  
|- (Increase) Decrease in Accounts payable           |  |   | 437,875                                                  |   |  |   | (45,306                                   | ) |  |   | 70,149                                        |  
|- (Increase) Decrease in Capitalized Interest       |  |   | 121,147                                                  |   |  |   | —                                         |   |  |   | —                                             |  
|- (Increase) Decrease in Interest payable           |  |   | 199,407                                                  |   |  |   | 60,165                                    |   |  |   | 703                                           |  
|- (Increase) Decrease in Prepaids                   |  |   | —                                                        |   |  |   | 10,000                                    |   |  |   | 25,000                                        |  
|- (Increase) Decrease in Stock issuance liability   |  |   | 1,000,632                                                |   |  |   | —                                         |   |  |   | —                                             |  
|Net cash provided by operating activities           |  |   | (4,626,914                                               | ) |  |   | (494,867                                  | ) |  |   | (521,811                                      | )
|Cash flows from (used in) investing activities      |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|Purchase of Capital Assets                          |  |   | 1,875,000                                                |   |  |   | —                                         |   |  |   | —                                             |  
|                                                    |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|Net cash (used) provided by investing activities    |  |   | 1,875,000                                                |   |  |   | —                                         |   |  |   | —                                             |  
|Cash flows from (used in) financing activities      |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|Proceeds from note(s) payable (net)                 |  |   | 740,000                                                  |   |  |   | 495,000                                   |   |  |   | (215,000                                      | )
|Proceeds from Shareholder  loan                     |  |   | 2,046                                                    |   |  |   | —                                         |   |  |   | —                                             |  
|Shares issued for cash                              |  |   | 1,138,102                                                |   |  |   | —                                         |   |  |   | 578,000                                       |  
|Shares issued in settlement of debt                 |  |   | 876,000                                                  |   |  |   | —                                         |   |  |   | —                                             |  
|Net cash (used) provided by financing activities    |  |   | 2,756,148                                                |   |  |   | 495,000                                   |   |  |   | 363,000                                       |  
|Increase in cash and cash equivalents               |  |   | 4,234                                                    |   |  |   | 133                                       |   |  |   | (158,811                                      | )
|Effect of exchange rate on cash                     |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|Cash and cash equivalents, beginning of year        |  |   | —                                                        |   |  |   | 4,101                                     |   |  |   | 159,025                                       |  
|Cash and cash equivalents , end of period           |  | $ | 4,234                                                    |   |  | $ | 4,234                                     |   |  | $ | 214                                           |  
|Cash and cash equivalents  represented by:          |  |   |                                                          |   |  |   |                                           |   |  |   |                                               |  
|Cash                                                |  | $ | 4,234                                                    |   |  | $ | 4,234                                     |   |  | $ | 214                                           |  



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



8











|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 1. |  | Organization and Summary of Significant Accounting Policies
|------- |  | -----------------------------------------------------------



On April 27, 2010 pursuant to share purchase agreements (the “Purchase
Agreements”), Phreadz, Inc. completed the acquisitions of Phreadz USA, LLC (“Phreadz LLC”) and Universal Database
of Music USA, LLC (“UDM”).The acquisitions were accounted for as a recapitalization effected by a reverse merger, wherein
Phreadz and UDM were considered the acquirer for accounting and financial reporting purposes.  The pre-merger assets
and liabilities of the acquired entities have been brought forward at their book value and no goodwill has been recognized.  The
consolidated accumulated deficit of Phreadz LLC and UDM has been brought forward, and common stock and additional paid-in-capital
of the combined Company have been retroactively restated to give effect to the exchange rates as set forth in the Purchase Agreements.



As set forth above, on April 27, 2010 (the “Closing Date”)
and pursuant to the terms and conditions of the Purchase Agreements, we: (i) consummated the acquisitions of Phreadz LLC and UDM,
and (ii) each of Phreadz LLC and UDM became our wholly owned subsidiary. More specifically, pursuant to and in connection with
the Purchase Agreements:



|· |  | in exchange for 100% of the issued and outstanding membership
interests of Phreadz LLC, we issued to the holders of the Phreadz LLC membership interests an aggregate of 21,659,200 shares of
our common stock; and
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· |  | in exchange for 100% of the issued and outstanding membership
interests of UDM, we issued to the holders of the UDM membership interests an aggregate of 21,659,200 shares of our common stock.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· |  | in addition, pursuant to
the terms of the Purchase Agreements, 32,712,176 shares of our issued and outstanding common stock previously held by certain
stockholders were cancelled..
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As a result of the acquisitions of Phreadz LLC and UDM, we
experienced a change in control and ceased to be a “shell” company as defined in Rule 12b-2 promulgated under the Securities
Exchange Act of 1934 (the “Exchange Act”).



Phreadz LLC was organized as a limited liability company in the
State of Nevada in April 2009. Its principal place of business is located at 63 Main Street #202, Flemington, New Jersey 08822.
Since its inception, Phreadz LLC has not undertaken any material business activities.



UDM was organized as a limited liability company in the State of
Nevada in April 2009. Its principal place of business is located at 63 Main Street, Flemington, New Jersey 08858. On May 29, 2009,
UDM consummated an asset purchase agreement with Jacques Krischer and UDM, Ltd., pursuant to which it acquired a music database
and search tools. Since its inception, UDM has not undertaken any material business activities.



9







|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 1. |  | Organization and Summary of Significant Accounting Policies (continued)
|------- |  | -----------------------------------------------------------------------



Nature of Operations and Going
Concern



The accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States of America, which contemplate the Company’s
continuation as a going concern. Since April 3, 2009 (inception), the Company has reported net losses of ($18,078,775), operating
activities have used cash of ($4,626,913 and the Company has a stockholders’ deficit of ($1,391,093) as of August 31, 2011.
These factors raise substantial doubt about the Company’s ability to continue as a going concern.



The Company is actively involved in discussions and negotiations
with investors. We do not believe we have sufficient working capital to operate without additional funding.  Assuming we raise
the necessary capital through the sale of equity or equity equivalents, we expect that we will have adequate working capital through
2011.  However, any equity financing may be very dilutive to our existing shareholders.



There is no assurance that continued financing proceeds will be
obtained in sufficient amounts necessary to meet the Company's needs. In view of these matters, continuation as a going concern
is dependent upon the Company's ability to meet its financing requirements, raise additional capital, and the future success of
its operations.  The accompanying consolidated financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result
from the possible inability of the Company to continue as a going concern.



Principles of Consolidation



The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries, Phreadz LLC and UDM. All intercompany accounts and transactions have been eliminated
in consolidation.



|Note 2. |  | Significant Accounting Policies
|------- |  | -------------------------------



|(a) |  | Accounting Estimates
|--- |  | --------------------



The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.



|(b) |  | Cash Equivalents
|--- |  | ----------------



For purposes of the statement of cash
flows cash equivalents usually consist of highly liquid investments which are readily convertible into cash with maturity of three
months or less when purchased.



10







|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 2. |  | Significant Accounting Policies(continued)
|------- |  | ------------------------------------------



|(c) |  | Concentration of Credit Risk
|--- |  | ----------------------------



The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The
Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits.



|(d) |  | Income Taxes
|--- |  | ------------



The Company uses the asset and liability method to account
for income taxes. Underthismethod, deferred income taxes are determined based on the differencesbetween the tax basis of assets
andliabilities and their reported amounts intheconsolidated financial statements which will result intaxable or deductible amounts
in future years and are measured using the currentlyenacted tax ratesand laws. A valuation allowance is provided to reducenet deferred
tax assets to the amount that,based on availableevidence, is more likely than not to be realized.



|(e) |  | Net Loss per Share
|--- |  | ------------------



Net loss per share is computed by dividing
net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the applicable
period. Diluted loss per share is determined in the same manner as basic loss per share, except that the number of shares is increased
to include potentially dilutive securities using the treasury stock method. Since the Company incurred a net loss in all periods
presented, all potentially dilutive securities were excluded from the computation of diluted loss per share since the effect of
including them is anti-dilutive.



Recent accounting pronouncements



In June 2009, FASB issued SFAS No. 168, “The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No.
162”. The FASB Accounting Standards Codification (“Codification”) has become the source of authoritative GAAP
recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission
(“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the
effective date of this statement, the Codification superseded all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. This statement
is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption of this
statement is not expected to have a material effect on the Company’s financial statements.



11







|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|
|
|
|
|
|



Recent accounting pronouncements(continued)



In May 2009, the FASB issued SFAS No. 165 (Codification
reference ASC 855), “Subsequent Events.” SFAS No. 165 sets standards for the disclosure of events that occur after
the balance-sheet date, but before financial statements are issued or are available to be issued. SFAS No. 165 sets forth
the following: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances
under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements;
and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.
SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009. The Company adopted SFAS No. 165
effective April 1, 2009. The Company uses the date of the filing of its periodic report with the SEC as the date through which
subsequent events have been evaluated, which is the same date as the date the financial statements are issued. The adoption of
SFAS No. 165 did not have a material impact on the Company’s consolidated financial statements.



ASU No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain
Recognition and Disclosure Requirements. This update is to remove the requirement for an SEC filer to disclose a date through which
subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial
statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified
that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that
the financial statements were issued or available to be issued and the date the revised financial statements were issued or available
to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature.



In addition, the amendments in the ASU requires an entity that is
a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the
date of issuance of its financial statements and must disclose such date. All of the amendments in the ASU were effective upon
issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment is effective for interim
or annual periods ending after June 15, 2010. The adoption of this standard did not have a material impact on the Company’s
financial statements.



In September 2006, the FASB issued SFAS No. 157 (Codification
reference ASC 820), “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring
fair value and expands disclosure about fair value measurements. It applies to other pronouncements that require or permit fair
value measurements but does not require any new fair value measurements. The statement defines fair value as “the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.” SFAS No. 157 establishes a fair value hierarchy (i.e., Levels 1, 2 and 3) to increase consistency
and comparability in fair value measurements and disclosures. SFAS No. 157 is effective for fiscal years beginning after November 15,
2007. In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 (Codification reference ASC 820), “Effective
Date of FASB Statement No. 157” (“FSP SFAS 157-2”), which permits a one-year deferral of the application
of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed
at fair value in the financial statements on a recurring basis (at least annually). The Company adopted SFAS No. 157 and FSP
SFAS 157-2 for financial assets and liabilities effective January 1, 2008, which did not have a material impact on the Company’s
consolidated financial statements. The Company adopted SFAS No. 157 for non-financial assets and non-financial liabilities
effective January 1, 2009, which did not have a material impact on the Company’s consolidated financial statements.
In October 2008, the FASB issued FSP 157-3 (Codification reference ASC 820), “Determining the Fair Value of a Financial
Asset When the Market for That Asset is Not Active” (“FSP SFAS 157-3”), which clarifies the application of SFAS
No. 157 in a market that is not active. The adoption of this standard did not have a material impact on the Company’s
consolidated financial statements.



12







|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



Recent accounting pronouncements(continued)



Determination of Fair Value



At August 31, 2011, the Company applied fair
value to all assets based on quoted market prices, where available. For financial instruments for which quotes from recent exchange
transactions are not available, the Company determines fair value based on discounted cash flow analysis and comparison to similar
instruments. Discounted cash flow analysis is dependent upon estimated future cash flows and the level of interest rates. Valuation
adjustments may be made to ensure that financial instruments are recorded at fair value.



The methods described above may produce a current
fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If readily determined
market values became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to
be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its methods of
determining fair value are appropriate and consistent with other market participants. However, the use of different methodologies
or different assumptions to value certain financial instruments could result in a different estimate of fair value.



Valuation Hierarchy



SFAS No. 157 establishes a three-level
valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or
liability as of the measurement date:



Level 1	Inputs
to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1
assets and liabilities include debt and equity securities and derivative financial instruments actively traded on exchanges, as
well as U.S. Treasury securities and U.S. Government and agency mortgage-backed securities that are actively traded in highly liquid
over the counter markets.



Level 2	Observable
inputs other than Level 1 prices such as quoted prices for similar assets and liabilities in active markets, quoted prices
for identical or similar assets or liabilities in markets that are not active, and inputs that are observable or can be corroborated,
either directly or indirectly, for substantially the full term of the financial instrument. Level 2 assets and liabilities
include debt instruments that are traded less frequently than exchange traded securities and derivative instruments whose model
inputs are observable in the market or can be corroborated by market observable data.



Level 3Inputs
to the valuation methodology are unobservable but significant to the fair value measurement. Examples in this category include
interests in certain securitized financial assets, certain private equity investments, and derivative contracts that are highly
structured or long-dated.



Application of Valuation Hierarchy



A financial instrument's categorization within
the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.



In April 2009, the FASB issued updated guidance
relating to intangible asset valuation, which is included in the Codification in ASC 350-30-55, General Intangibles Other Than
Goodwill – Implementation (“ASC 350-30-55”). ASC 350-30-55 amends ASC 350-30, Intangibles – Goodwill
and Other, to identify the factors that should be considered in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset. ASC 350-30-55 is effective for fiscal years beginning after December 31,
2008. The Company adopted the amendment to ASC 350-30 effective January 1, 2009, and such amendment did not have a material
effect on the Company’s results of operations, financial position or liquidity.



13







|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|
|
|
|
|
|



|Note 3. |  | Intangible
|------- |  | ----------



The Company has valuation reports from CethialBossche
Content Network (Montreal, Canada) dated January 22, 2007 and Copiliot Partners (France) dated January 19, 2007. The two firms
have placed a valuation of between €9.5 and €17 million Euros and €12 million Euros, respectively, on the assets
described as UDM music databases and related tools. Based on the above and other comparables, a pro forma five year cash flow analysis,
the Company determined that a fair deemed value of $5,000,000 was appropriate with that deemed value attributable to the music
database at April 3, 2009 (Inception). As the Company did not obtain a third party valuation report at the end of the fiscal period
ended February 28, 2010, we fully impaired the $5,000,000 carrying value of this intellectual property as at that date.



|Note 4. |  | Income Taxes
|------- |  | ------------



As of August 31, 2011, the Company had a net
operating loss carry-forward for income tax reporting purposes of approximately ($18,078,774) that may be offset against future
taxable income through 2031. Current tax laws limit the amount of loss available to be offset against future taxable income when
a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax
benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards
will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the
same amount.



|Note 5. |  | Notes Payable
|------- |  | -------------



A member of the Company loaned $250,000 to
the Company pursuant to a Note(s) Payable Agreement dated May 15, 2009. The loan included a $20,000 interest bonus and accrued
simple interest at a rate of 8% per annum. The note was to mature on April 30, 2012 and become due and payable at that time, including
accrued interest and the interest bonus. The $250,000 was received in two parts on May 5, 2009 and May 18, 2009. Interest accrued
at the rate of 8% annually and was $22,140.43 for the period April 3, 2009 (inception) to May 31, 2010. The note was assigned by
the holder on May 31, 2010 and settled with 1,947,601 shares of our common stock and 973,801 Series A Warrants, with an exercise
price of $0.30 per share, expiring June 30, 2019, and 973,801 Series B Warrants, with an exercise price of $0.60 per share, expiring
June 30, 2019.



A member of the Company loaned $200,000 to
the Company pursuant to a Note(s) Payable Agreement dated August 10, 2009. The loan terms include a $16,000 interest bonus and
accrues simple interest at a rate of 8% per annum. The note matured on December 31, 2009 and by agreement was extended to March
31, 2010. Interest accrued at the rate of 8% annually and was $13,776.64 for the period April 3, 2009 (inception) to May 31, 2010.
As of May 31, 2010, this Note(s) Payable was in default and as of August 3, 2010, $190,000 of the outstanding amount has been repaid.



A member of the Company loaned $150,000 to
the Company pursuant to a Note(s) Payable Agreement dated August 20, 2009. The loan included a $12,000 interest bonus and accrued
simple interest at a rate of 8% per annum. The note matured on December 31, 2009 and by agreement was extended to March 31, 2010
and then to May 31, 2010. Interest accrued at the rate of 8% annually and was $9,799.90 for the period from April 3, 2009 (inception)
to May 31, 2010. The notes were assigned by the holder on May 31, 2010 and settled with 1,145,332 shares of our common stock, 572,666
Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 572,666 Series B Warrants, with an exercise
price of $0.60 per share, expiring June 30, 2019.



14









|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 5. |  | Notes Payable and Related Party Transaction(continued)
|------- |  | ------------------------------------------------------



A member of the Company loaned $25,000 to the
Company pursuant to a Note(s) Payable Agreement dated September 29, 2009. The loan included a $2,000 interest bonus and accrued
simple interest at a rate of 8% per annum. The note matured on December 31, 2009 and by agreement was extended to March 31, 2009
and then to May 31, 2010. Interest accrued at the rate of 8% annually and was $1,355.18 for the period from April 3, 2009 (inception)
to May 31, 2010. The notes were assigned by the holder on May 31, 2010 and settled with 189,034 shares of our common shares and
94,516 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 94,516 Series B Warrants, with
an exercise price of $0.60 per share, expiring June 30, 2019.



A member of the Company loaned $100,000 to
the Company pursuant to a Note(s) Payable Agreement dated September 29, 2009. The loan included a $8,000 interest bonus and accrued
simple interest at a rate of 8% per annum. The note matured on December 31, 2009 and by agreement was extended to March 31, 2009
and then to May 31, 2010. Interest accrued at the rate of 8% annually was $5,610.10 for the period from April 3, 2009 (inception)
to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 757,400 shares of our common stock, 378,700
Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 378,700 Series B Warrants, with an exercise
price of $0.60 per share, expiring June 30, 2019.



A member of the Company loaned $50,000 USD
to the Company pursuant to a Note(s) Payable Agreement dated November 15, 2009. The loan included a $4,000 interest bonus and accrued
simple interest at a rate of 8% per annum. The note matured on December 31, 2009 and by agreement was extended to March 31, 2009
and then to May 31, 2010. Interest accrued at the rate of 8% annually and was $2,236.92 for the period from April 3, 2009 (inception)
to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 374,912 shares of our common stock, 187,456
Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 187,456 Series B Warrants, with an exercise
price of $0.60 per share, expiring June 30, 2019.



A member of the Company loaned $100,000 to
the Company pursuant to a Note(s) Payable Agreement dated December 11, 2009. The loan included a $8,000 interest bonus and accrued
simple interest at a rate of 8% per annum. The note matured on January 31, 2010 and by agreement was extended to March 31, 2009
and then to May 31, 2010. Interest accrued at the rate of 8% annually and was $3,929.44 for the period from April 3, 2009 (inception)
to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 746,196 shares of our common stock, 373,098
Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 373,098 Series B Warrants, with an exercise
price of $0.60 per share, expiring June 30, 2019.



A member of the Company loaned $100,000 to
the Company pursuant to a Note(s) Payable Agreement dated March 26, 2010. The loan included a $75,000 forgiveness clause on the
completion of our reverse merger as of April 27, 2010. Interest accrued on a simple basis at a rate of 8% per annum. The note held
a maturity date of June 30, 2010. Interest accrued at the rate of 8% annually and was $887.68 for the period from April 3, 2009
(inception) to May 31, 2010. On June 30, 2010, $26,052.06 was paid in settlement of this note, including $164.38 in additional
interest for the period from June 1, 2010 to June 30, 2010.



15









|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 5. |  | Notes Payable and Related Party Transaction(continued)
|------- |  | ------------------------------------------------------



A member of the Company loaned $100,000 to
the Company pursuant to a Note(s) Payable Agreement dated April 9, 2010. The loan included a $75,000 forgiveness clause on the
completion of our reverse merger as of April 27, 2010. Interest accrued on a simple basis at a rate of 8% per annum. The note held
a maturity date of June 30, 2010. Interest accrued at the rate of 8% annually and was $580.82 for the period from April 3, 2009
(inception) to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 170,538 shares of our common
stock, 85,269 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 85,269 Series B Warrants,
with an exercise price of $0.60 per share, expiring June 30, 2019.



A member of the Company loaned $10,000 to the
Company pursuant to a Note(s) Payable Agreement dated March 18, 2010. The loan terms included a $7,000 forgiveness clause on the
completion of our reverse merger as of April 27, 2010. Interest accrued on a simple basis at a rate of 8% per annum. The note held
a maturity date of June 30, 2010. Interest accrued at the rate of 8% annually and was $110.02 for the period from April 3, 2009
(inception) to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 20,734 shares of our common stock,
10,368 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 10,368 Series B Warrants, with
an exercise price of $0.60 per share, expiring June 30, 2019.



A member of the Company loaned $10,000 USD
to the Company pursuant to a Note(s) Payable Agreement dated March 23, 2010. The loan included a $7,000 forgiveness clause on the
completion of our reverse merger as of April 27, 2010. Interest was accrued on a simple basis at a rate of 8% per annum. The note
held a maturity date of June 30, 2010. Interest accrued at the rate of 8% annually and was $99.06 for the period from April 3,
2009 (inception) to May 31, 2010. The note was assigned by the holder on May 31, 2010 and settled with 20,660 shares of our common
stock, 10,330 Series A Warrants, with an exercise price of $0.30 per share, expiring June 30, 2019, and 10,330 Series B Warrants,
with an exercise price of $0.60 per share, expiring June 30, 2019.



On March 23, 2010 the Company entered into
an $85,000 Note(s) Payable Agreement. The loan terms also included a “right”
with the note to receive the equivalent amount of the face amount of such note on such terms that notes were settled in consideration
of the note. The original note had a maturity date of June 30, 2010 and accrued interest at 8% per annum. The “right”
did not accrue interest.Interest accrued was $1,285.48 for the period from April 3, 2009 (inception) to May 31, 2010. The
note was assigned by the holder on May 31, 2010 and settled with 1,141,902 shares of our common stock, 570,951 Series A Warrants,
with an exercise price of $0.30 per share, expiring June 30, 2019, and 570,951 Series B Warrants, with an exercise price of $0.60
per share, expiring June 30, 2019, including the “right” described above.



On April 27, 2010, Professional Opportunity
Fund Ltd. (“POOF”) forgave and cancelled $57,509 that the Company owed to POOF for expenses paid on behalf of the Company.
This amount was unsecured, non-interest bearing and had no specific terms of repayment.



On October 31, 2010, our former Chief Financial
Officer,Gordon Samson, and Groupmark Financial Services, Ltd. forgave $12,976.00 and $24,128.26 respectively in outstanding amounts
owed. On February 28, 2011 our former Chief Executive Officer, Christina Domecq forgave $35,393.10 in outstanding accrued management
fees. This has created a total gain on forgiveness of debt of $72,497.36.



On February 21, 2011 the Company entered in
a promissory note for $110,000.00 The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense was
$2,772.60 for the period ending August 31, 2011 and $5,756.16 from origination.



16









|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|
|
|
|
|
|



|Note 5. |  | Notes Payable and Related Party Transaction(continued)
|------- |  | ------------------------------------------------------



On April 7, 2011 the Company entered in a promissory
note for $50,000.00. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense was $1,260.27
for the period ending August 31, 2011 and $2,000.00 from origination



On May 3, 2011 the Company entered in a promissory
note for $75,000.00 with a related party. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense
was $1,890.41 for the period ending August 31, 2011 and $2,465.75 from origination.



On June 6, 2011 the Company entered in a promissory
note for $50,000.00 with a related party. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense
was $1,178.08 for the period ending August 31, 2011.



On June 16, 2011 the Company entered in a promissory
note for $40,000.00 with a related party. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense
was $832.88 for the period ending August 31, 2011.



On July 5, 2011 the Company entered in a promissory
note for $50,000.00 with a related party. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense
was $780.82 for the period ending August 31, 2011.



On July 5, 2011 the Company entered in a promissory
note for $125,000.00. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense was $1,952.05
for the period ending August 31, 2011.



On July 14, 2011 the Company entered in a promissory
note for $100,000.00. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense was $1,287.67
for the period ending August 31, 2011.



On August 2, 2011 the Company entered in a
promissory note for $150,000.00. The note terms are for 1 year and carry an interest rate of 10% per annum. Interest expense was
$1,191.78 for the period ending August 31, 2011. The Holder was also granted 900,000 Series A Warrants, with an exercise price
of $0.30 per share, expiring July 31, 2020.



A member of the Company loaned $2,046 to the
Company on no terms.



17







|Note 6. |  | Commitments
|------- |  | -----------



As of August 31, 2011 we have a consulting agreements with Groupmark
Financial Services Ltd., providing for $10,000 per month for services rendered each month and with Douglas Toth, our CEO for $20,000
per month for services rendered each month.



(a) Employment Agreements



The following agreements were terminated with
the incumbent’s resignation.



|1. |  | On April 27, 2010, we entered into an employment agreement
with Jonathan Kossmann to serve as President – Phreadz division (the “Kossmann Agreement”).  The Kossmann
Agreement has an initial term of two (2) years from the Closing Date, after which it will automatically renew for successive one
(1) year periods 	unless either party terminates the Kossmann Agreement on not less than thirty (30) days notice.  The
Kossman Agreement provides for Mr. Kossmann to be paid a monthly salary of $10,000 while he provides services to the Company pursuant
to the Kossman Agreement.  Additionally, the Kossman Agreement provides that Mr. Kossmann iseligible to receive
a cash bonus, at the discretion of the Board.  The Kossman Agreement provides that, for so long as he is an employee
of the Company, Mr. Kossmann is allowed to participate in such employee benefit plans of the Company
that may be in effect from time to time and that are offered to the Company’s other similarly situated, full-time employees
to the extent he is eligible under 	the terms of those plans.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mr. Kossman submitted his resignation August 4, 2010, which
resignation was accepted by the Board of Directors, at which time the Kossman Agreement was terminated.



|2. |  | On April 27, 2010 we entered into an Employment Agreement with Georges Daou, which,
by agreement was rescinded effective the same day. It was intended that the aforementioned Employment Agreement was to be replaced
with a Consulting Agreement to be entered into by and between the Company and GJD Holdings, LLC, a wholly owned subsidiary of
Georges Daou, on substantially the same terms as found in the Employment Agreement of April 27, 2010.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Due to Mr. Daou’s resignation on October 5, 2010,
we did not enter into such consulting agreement.



|3. |  | On July 5, 2010 we entered into an employment agreement with Christina Domecq to serve
as our Chief Executive Officer. The agreement provides for an annual base salary during the term of the agreement of $250,000,
subject to potential upwards adjustments at the discretion of the compensation committee of the Board of Directors. Ms. Domecq
is eligible to receive a bonus of up to 100% of her then current base salary, with 50% of such bonus to be awarded at the discretion
of the Board of Directors or the compensation committee and the remaining 50% subject to achievement of milestones to be established
by Ms. Domecq, the Board of Directors and the compensation committee. Immediately upon our establishment of an employee stock
option plan, we agreed to grant Ms. Domecq an option to purchase 6,748,316 shares of our common stock. The option shall have an
exercise price equal to the fair market value of our common stock as of the date of the employment agreement. The option shall
vest as follows:  (1) 25% on July 5, 2011 and (2) the remaining 75%  in 18 equal monthly installments beginning
July 5, 2011.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On November 9, 2010, Christina Domecq submitted her
resignation as Director and CEO. The resignation was accepted. Ms. Domecq’s resignation was not based upon any disagreement
with us 	on any matter relating to our operations, policies or practices. Due to Ms. Domecq’s resignation no options were
granted.



18









|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 6. |  | Commitments
|------- |  | -----------



|(a) |  | Employment Agreements(continued)
|--- |  | --------------------------------



On June 1, 2011 we entered into consulting agreements with each
of Mr. Douglas Toth and Mr. Gordon Samson, our CEO and CFO, pursuant to which each has agreed to terms with the Company. Both Mr.
Toth and Mr. Samson previously provided services to the Company with no agreement. These agreements provide for a base salary of
no less than $240,000 and 180,000 per annum respectively.



Both agreements provide that Mr. Toth and Mr. Samson are eligible
for an annual, performance-based bonus if and when the Company implements an applicable annual incentive plan. The Agreements specified
that the Compensation Committee of the Board of Directors would establish such a plan.



As an inducement to enter into these Agreements, Mr. Toth and Mr.
Samson will be awarded not less than 1,000,000 shares of our common stock under an S-8 plan to be filed. Additionally on the origination
of a company stock option plan they are each to be awarded stock options, with a seven year term, in respect of 3,000,000 shares
of the Company’s common stock. The exercise price for these stock option’s will be the market price at time of grant
or such other amount as established by a plan. The options are scheduled to vest in two equal annual installments. If Mr. Toth
or Mr. Samson were to terminate their agreements voluntarily without good reason as defined in the agreement, they would forfeit
any unvested shares related to this option grant.



Additionally, the termination provisions of these agreements, define
“Termination for Cause” and “Termination for Good Reason”. Included in the Termination for Good Reason
clauses is a triggering event provision pursuant to a “change of control”. A triggering event is defined to include
a termination of the agreement by the participant following a reduction in position, pay or other “constructive termination,”
or a failure by a new control group to assume or continue any plan awards.



The termination benefit provided to Mr. Toth and Mr. Samson upon
an involuntary termination by the Company without cause, or a termination by either Mr. Toth or Mr. Samson for good reason, is
a cash severance payment in an amount equal to the sum of (a) the then current base salary and (b) the average of the annual bonuses
payable (including in such average a zero for any year for which no such bonus is payable) to him with respect to each of the last
three completed fiscal years of the Company for which the amount of such bonus has been determined at the date of such termination.



To qualify for the cash severance benefit, any applicable bonus
amounts and opportunity to vest in unvested equity awards available under a stock option plan following an involuntary termination
by the Company without cause, or a termination for good reason, Mr. Toth and/or Mr. Samson must execute a release in favour of
the Company and agree to provide the Company with certain consulting services for a period of six months after termination. Additionally,
during the period of these consulting services, Mr. Toth and/or Mr. Samson, must also agree not to provide any services to entities
that compete with any of the Company’s business.



These agreements became effective June 1, 2011 and have stated terms
through May 31, 2012.



On August 19, 2011, Gordon Samson submitted
his resignation as Director and CFO. Theresignation was accepted. Mr. Samson’s resignation was not based upon any disagreement
with us on any matter relating to our operations, policies or practices.



19









|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|
|
|
|
|
|



|Note 8. |  | Warrants
|------- |  | --------



The value of the warrants have been calculated
using the Black–Scholes method as of the date of grant based on the following assumptions: an average risk free rate of 1.00%;
a dividend yield of 0.00%; a cumulative volatility factor of the expected market price of the Company’s common stock of 275.06%;
and an expected life of 9 years.



On May 20, 2010, we entered into a Unit Purchase Agreement with
a single accredited investor (the May 20th Purchaser) pursuant to which the May 20th Purchaser purchased
10.74074 Units (“Units”) at a purchase price of $27,000 per Unit, for an aggregate purchase price of $290,000. Each
Unit purchased consisted of: (a) one hundred eighty thousand (180,000) shares of the Company’s common stock; (b) a Series
A Warrant to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.30 per share; and (c) a Series
B Warrant to purchase ninety thousand (90,000) shares of common stock at an exercise price of $0.60 per share. Accordingly, the
May 20th Purchaser received 1,933,333 shares of common stock; a Series A Warrant to purchase 966,667 shares of common
stock; and a Series B Warrant to purchase 966,666 shares of common stock.



On May 31, 2010, we entered into Unit Purchase
Agreements with nine (9) accredited investors (the May 31st Purchasers) pursuant to which the May 31st Purchasers
purchased 33.0425 Units at a purchase price of $27,000 per Unit, for an aggregate purchase price of $892,147.34.  The
purchase price for the Units were paid via assignment of certain outstanding promissory notes originally issued by our subsidiaries
UDM and Phreadz. In addition, one May 31st Purchaser also received the “right” with their note to receive
the equivalent amount of the face amount of such note in Units with the consideration of the original note. Each Unit purchased
consisted of: (a) one hundred eighty thousand (180,000) shares of the Company’s common stock; (b) a Series A Warrant to purchase
ninety thousand (90,000) shares of common stock at an exercise price of $0.30 per share; and (c) a Series B Warrant to purchase
ninety thousand (90,000) shares of common stock at an exercise price of $0.60 per share. Accordingly, in total, the May 31st
Purchasers received 6,514,310 shares of common stock; a Series A Warrant to purchase 3,257,154 shares of common stock; and a Series
B Warrant to purchase 3,257,154 shares of common stock.



On June 8, 2010, we entered into a Unit Purchase Agreement with
a single accredited investor pursuant to which the Purchaser purchased 7.4074 Units at a Purchase Price of $27,000 per Unit for
an aggregate purchase price of $200,000.  Each Unit purchased consisted of (a) one hundred eighty thousand (180,000)
shares of the Company’s common stock, par value $0.001 per share (“Common Stock”); (b) a Series A Warrant  (the
“Series A Warrants”) to purchase ninety thousand (90,000) shares of Common Stock at an exercise price of $0.30 per
share; and (c) a Series B Warrant (the “Series B Warrants”, together with the Series A Warrants, the “Warrants”)
to purchase ninety thousand (90,000) shares of Common Stock at an exercise price of $0.60 per share.  Accordingly, Purchaser
received 1,333,333 shares of Common Stock (the “Shares”); a Series A Warrant to purchase 666,666 shares of Common Stock
and a Series B Warrant to purchase 666,667 shares of Common Stock.



On July 16, 2010, we entered into a Unit Purchase Agreements with
13 accredited investors pursuant to which the Purchasers purchased 14 Units at a Purchase Price of $27,000 per Unit for an aggregate
purchase price of $378,000. Each Unit purchased consisted of (a) one hundred eighty thousand (180,000) shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”); (b) aSeries A Warrant  (the “Series A Warrants”)
to purchase ninety thousand (90,000) shares of Common Stock at an exercise price of $0.30 per share; and (c) a Series B Warrant
(the “Series B Warrants”, together with the Series A Warrants, the “Warrants”) to purchase ninety thousand
(90,000) shares of Common Stock at an exercise price of $0.60 per share.  Accordingly, in total, purchasers received
2,520,000 shares of Common Stock (the “Shares”); a Series A Warrant to purchase 1,260,000 shares of Common Stock and
a Series B Warrant to purchase 1,260,000 shares of Common Stock



20









|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 8. |  | Warrants(continued)
|------- |  | -------------------



Southridge Investment Group LLC., an SEC Registered Broker/Dealer
and Member FINRA/SIPC (“Southridge”), acted as placement agent in connection with the sale of the 13 Units referred
to above in the preceding paragraph.  Southridge received $22,140 in commissions and expenses and 54,000 Series A Warrants
and 54,000 Series B Warrants.  We also paid $3,500 in escrow fees.  The net proceeds of the offering after
payments of the commissions and expenses and escrow fees were approximately $352,360.



In April 2010the Company entered into an Exchange Agreement with
Professional Capital Partners, Ltd.(“PCP”), pursuant to which the Company and PCP agreed to exchange 5,325,824 shares
of the Company’s common stock (the "Original Shares") for $1,000,000 worth of Units in its next financing. The
Company has offered and sold Units in a financing, with each Unit consisting of: (i) 180,000 shares of the Company’s common
stock; (ii) a Series A Warrant to purchase 90,000 shares of common stock at an exercise price of $0.30 per share; and (iii) a Series
B Warrant to purchase 90,000 shares of common stock at an exercise price of $0.60 per share.



On June 22, 2010 PCP exercised this Exchange Agreement and exchanged
its Original Shares for 37 Units. As a result, PCP received 6,660,000 shares of common stock; a Series A Warrant to purchase 3,330,000
shares of common stock; and a Series B Warrant to purchase 3,330,000 shares of common stock in exchange of 5,325,824 and net of
shares of common stock of the company.



A financing expense of $1,000,632 was recorded as of May 31, 2010
as a stock issuance liability with the exercise of the exchange agreement on June 22, 2010 as this cost became known.The financing
cost was determined using the last price of $0.75 as reported on OTCBB.com on June 11, 2010 prior to the June 22, 2010 exercise
date, on the additional 1,334,176 shares of common stock issued to PCP pursuant to the Exchange Agreement.



On August 5, 2011 900,000 Series A warrants were granted to the
Holder of a note for $150,000.00



The Company analyzed the beneficial nature of the 11,379,488 Series
A Warrants and 10,479,488 Series B Warrants based on the conversion terms described above and determined that no material beneficial
conversion feature exists.



For certain of the Purchasers described above the Unit Purchase
Agreement granted Registration Rights which contained certain rights which included Liquidated Damages. “The
Company will be obligated to pay investor a fee equal to 1.0% (which will increase to 2.0% after the first 30 days)  of
such investor's purchase price for each 30 day period (pro-rated for partial periods); provided that such damages shall be capped
at 12% of such investor’s total purchase price.



If the Company fails to pay any partial liquidated damages pursuant
to paragraph 2) b) & c) of the Registration Rights Agreement in full within 7 days after the date payable, the Company will
pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law)
to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest
thereon, are paid in full.



We have not yet filed a Registration Statement, we have a certain
number of the Purchaser’s who are entitled to Liquidated Damages as described herein. Accordingly, we have accrued an interest
expense as Liquidated Damages for those Purchaser’s that this applies to in the amount of $118,017.86. We expect to file
a Registration Statement in the near term.



21









|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 9. |  | Common Stock
|------- |  | ------------



The acquisition of Phreadz LLC and UDM by the
Company on April 27, 2010 was accounted for as a recapitalization by the Company. The recapitalization was the merger of two private
LLCs into a non-operating public shell corporation (the Company) with nominal net assets and as such is treated as a capital transaction,
rather than a business combination. The transaction is the equivalent to the issuance of stock by the private company for the net
monetary assets of the shell corporation. The pre-acquisition consolidated financial statements of Phreadz LLC and UDM are treated
as the historical financial statements of the consolidated Company. Therefore the capital structure of the consolidated enterprise,
being the capital structure of the legal parent, is different from that appearing in the financial statements of Phreadz LLC and
UDM in earlier periods due to the recapitalization.



|1. |  | On April 3, 2009, 1,920,000 shares were issued for property.
|-- |  | ------------------------------------------------------------

|2. |  | On May 28, 2009, 12,480,000 shares were issued for cash.
|-- |  | --------------------------------------------------------

|3. |  | On August 25, 2009, 23,136,000 shares were issued for cash.
|-- |  | -----------------------------------------------------------

|4. |  | On March 10, 2010, 5,782,400 shares were issued for cash.
|-- |  | ---------------------------------------------------------

|5. |  | On April 27, 2010, 42,700,000 were issued and 32,712,176 shares were cancelled upon
recapitalization due to the reverse merger.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------

|6. |  | On May 20, 2010 1,933,333 shares were issued at $0.15 for cash of $290,000
|-- |  | --------------------------------------------------------------------------

|7. |  | On May 31, 2010, 6,514,310 shares were issued in settlement of $892,147.34 in notes
assigned to the Company with one note-holder also receiving the “right” with their settled note to receive the equivalent
amount of the face amount of their note in consideration of their note.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. |  | On June 8, 2010 1,333,333 shares were issued at $0.15 for cash of $200,00
|-- |  | -------------------------------------------------------------------------

|9. |  | On June 22, 2010 1,334,176 net shares were issued on account of an April 27, 2010
Exchange Agreement
|-- |  | ----------------------------------------------------------------------------------------------------

|10. |  | On July 16, 2010 2,520,000 shares were issued at $0.15 for cash of $378,000
|--- |  | ---------------------------------------------------------------------------

|11. |  | On November 1, 2010 1,080,000 shares were issued at $0.15 for cash of $162,000.
|--- |  | -------------------------------------------------------------------------------

|12. |  | On December 3, 2010 720,000 shares were issued at $0.15 for cash of $108,000.
|--- |  | -----------------------------------------------------------------------------

|13. |  | On January 31, 2010 by resolution the Board caused 2,000,000 shares to be issued for
services
|--- |  | ---------------------------------------------------------------------------------------------

|14. |  | On March 15, 2011 2,500,000 shares were issued for an asset acquisition (Zonein2 code)
|--- |  | --------------------------------------------------------------------------------------

|15. |  | On July 27, 2011 6,460,800 shares were surrendered to the Company by a former CEO
and cancelled.
|--- |  | ------------------------------------------------------------------------------------------------



|Note 10. |  | Preferred Stock
|-------- |  | ---------------



On July 14, 2011, eight of our shareholders,
including our largest shareholder and our Chief Financial Officer, owning 37,562,628 shares, or approximately 51.2% of the total
outstanding shares on the record date, approved an amendment to our articles of incorporation to authorize the creation of 100,000,000
shares of preferred stock, in one or more classes, having such designations, preferences, and relative, participating, optional,
or other rights (including preferential voting rights), and qualifications, limitations, and/or restrictions thereof, all as may
be determined by from time to time by the Board of Directors of the Corporation (the "Charter Amendment"). This type
of preferred stock is known as “blank check” preferred. The amendment to the articles of incorporation was filed with
the Nevada Secretary of State on September 8, 2011.



22









|BIZZINGO, INC.                                                      
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Notes to Financial Statements                                       
|For the period from April 3, 2009 (Inception) to August 31,
    2011
|(Expressed in U.S. Dollars)                                         



|Note 11. |  | Contingencies
|-------- |  | -------------



There is currently
a dispute that arose approximately August 14, 2010, between former Phreadz-division President Jonathan Kossmann and Phreadz, regarding
certain intellectual property and confidential information of the Company. Mr. Kossmann has claimed that $30,000 is owed to him
pursuant to his 2009-2010 Consulting Agreement with the Company. The Company has conducted an investigation into Mr. Kossmann's
claim with the assistance of counsel and does not believe any money is due to him. Management believes it is unlikely that the
outcome of this matter will have an adverse impact on its result of operations and financial condition.



|Note 12. |  | Subsequent Events
|-------- |  | -----------------



On September 2, 2011, the Company’s Board of Directors approved
the creation of the Company’s 2011 Stock Option Plan (“Plan”). A total of 13,000,000 shares of the Company’s
common stock are subject to the plan terms. The Plan provides for the grant of options to acquire common shares (the “Common
Shares”) or grant of restricted Common Shares in the capital of the Company.



On September 8, 2011, the Company
filed a Certificate of Amendment to its Articles of Incorporation (“Certificate of Amendment”) with the State of Nevada
to authorize the creation of 100,000,000 shares of preferred stock $0.001 par value, in one or more classes, having such
designations, preferences, and relative, participating, optional, or other rights (including preferential voting rights), and qualifications,
limitations, and/or restrictions thereof, all as may be determined by from time to time by the Board of Directors of the Corporation.
This type of preferred stock is known as “blank check” preferred. This action previously was approved by a the vote
of a majority of shareholders on or about July 14, 2011 which was the subject of a Definitive Information Statement circulated
to the Company’s non-voting shareholders on or about August 3, 2011.



On July 20, 2011, the Company announced that it entered into a Letter
of Intent with IBG.com. to explore the possibility of a merger or some other form of business arrangement between the two companies.
The Letter of Intent provided for reaching definitive agreements for a transaction by September 1, 2011. The parties were unable
to reach any form of agreement, and the Letter of Intent expired by its terms.



As announced on September 22, 2011, the Company entered into a letter
of intent to acquire select assets of Future Now Inc. to complement its business-to-business social network.



23







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



FORWARD-LOOKING STATEMENTS



Certain matters discussed herein are forward-looking
statements.  These statements relate to future events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”
or “continue” or the negative of these terms or other comparable terminology.Such forward-looking statementscontained
in this Form 10-Q involve risks and uncertainties, including statements as to:



|1. |  | our future operating results;
|-- |  | -----------------------------

|2. |  | our business prospects;
|-- |  | -----------------------

|3. |  | any contractual arrangements and relationships with third parties;
|-- |  | ------------------------------------------------------------------

|4. |  | the dependence of our future success on the general economy;
|-- |  | ------------------------------------------------------------

|5. |  | any possible financings; and
|-- |  | ----------------------------

|6. |  | the adequacy of our cash resources and working capital.
|-- |  | -------------------------------------------------------



These forward-looking statements can generally
be identified as such because the context of the statement will include words such as we “believe," “anticipate,”
“expect,” “estimate” or words of similar meaning.   Similarly, statements that describe our future
plans, objectives or goals are also forward-looking statements.   Such forward-looking statements are subject to certain
risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ
materially from those anticipated as of the date of filing of this Form 10-Q.  Important factors that could cause actual results
to differ materially from forward-looking statements include, but are not limited to, those described in the section titled “Risk
Factors” previously disclosed in our Annual Report on Form 10-K for the period ended May 31, 2011, and elsewhere herein. Shareholders,
potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements.  The forward-looking statements included herein
are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.



Corporate History



We were incorporated in the State of Nevada on May 12, 2005.



From May 2005 through May 2009, we were in the mineral exploration
stage during which time we never realized any revenues.



On April 27, 2010, pursuant to share purchase
agreements (the “Purchase Agreements”), Phreadz, Inc. (f/k/a Atwood Minerals & Mining Corp.),  completed
the acquisitions of Phreadz USA LLC and Universal Database of Music USA, LLC.  The acquisitions were accounted for as a recapitalization
effected by a reverse merger, wherein Phreadz and UDM were considered the acquirer for accounting and financial reporting purposes. 
The pre-merger assets and liabilities of the acquired entities have been brought forward at their book value and no goodwill has
been recognized.  The consolidated accumulated deficit of Phreadz and UDM has been brought forward, and common stock and additional
paid-in-capital of the combined Company have been retroactively restated to give effect to the exchange rates as set forth in the
Purchase Agreements.



As a result of our acquisitions of Phreadz and UDM referred to in
the paragraph above, we experienced a change in control and ceased to be a “shell” company as defined in Rule 12b-2
promulgated under the Exchange Act.



24







Overview



Social Media is often misconstrued as a medium
for business-to-consumer or B2C engagement and discounted as a viable communications network for those companies focused on business-to-business
or B2B engagement transactions. However, B2B, as in any other field is impacted by online activity and is faced with a prime opportunity
to not only cultivate communities in social networks and other social channels, but also amplify awareness, increase lead generation,
reduce sales cycles, and perhaps most importantly, learn and adapt to market dynamics in real-time.



The
development of Phreadz and UDM since our acquisition described in our Corporate History above has evolved into Bizzingo. This
development has culminated inwww.bizzingo.com(“Bizzingo”)www.Bizz.net. This is a social network designed for business and commerce. We are currently finalizing with
a number of business’s which we intend to launch our site on a limited alpha basis. We think of it as an “internet
hub” where social networking, e-commerce and marketing will converge within one domain. It is commonly accepted that B2B
and B2C social media marketing will focus on three key areas: video, mobile and engagement. Bizzingo will deliver this.



We believe B2B and B2C social media marketing
is still in its infancy. Facebook, Twitter, YouTube and most of the social tools we use today are just a few years old. The Bizzingo
platform will provide the ability for business to promote product and service with real-time feedback, changing the current social
media platforms from that of just “broadcasting” to engaging customers as partners in real-time. Additionally business
will be able to real-time assess their analytics, in terms of: 1) how many conversations, and, 2) What was the reach of a product
launch.



Bizzingo will provide a business a way to;



|1. |  | Cost effectively introduce their product and/or service to a global network of users;
|-- |  | -------------------------------------------------------------------------------------

|2. |  | Leverage and expand their brand and image;
|-- |  | ------------------------------------------

|3. |  | Effectively communicate their marketing “message” to a targeted audience;
and,
|-- |  | ------------------------------------------------------------------------------

|4. |  | Sell their product or service.
|-- |  | ------------------------------



Bizzingo is a
collection of product and service profiles for businesses, much likeFacebookTM and LinkednTM are a collection
of personal profiles for individuals. Each Bizzingo page will include the following information and functionality;



|· | a product description       | · | links to additional information
|- | --------------------------- | - | -------------------------------
|· | a video introduction        | · | social network interaction     
|· | A picture and video library | · | tools for marketing            
|· | A posting wall              | · | advertising                    



Bizzingo’s goal is to provide the missing
link that will lend purpose to social media by facilitating a value proposition for each participant, and give businesses a social
network marketing platform to reach their users and encourage transactions.



For the consumer, Bizzingo is a social network
that provides online buyers a platform to search, engage and buy from a global universe of sellers. Using a phonebook as a legacy
model, Bizzingo is to the yellow pages what FacebookTM is to the white pages.



To market the Bizzingo platform we will be:
(1) hiring a sales team to solicit business leaders and Chambers of Commerce’s to offer packages and incentives to become
charter members; (2) develop programs for the anchors to drive their existing followers to Bizzingo; (3) advertise and market
to existing networks; (4) launch a high energy public relations campaign that is “edgy” and exciting; (5) establish
strategic alliances with advertisers and marketers.



25







Significant risks exist
with respect to our ability to launch our B2B platform and achieve profitable operations.



Critical Accounting Policies, Judgments and Estimates



Our discussion and analysis of our financial
condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance
with Generally Accepted Accounting Principles.  The preparation of these condensed consolidated financial statements
requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and
expenses, and the related disclosure of contingent assets and liabilities.  We base our estimates on historical experience
and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual
results may differ from these estimates.



An accounting policy is considered to be critical
if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate
is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably
likely to occur, could materially impact the consolidated financial statements.  We believe that the following critical
accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial
statements.



Management has discussed the development and
selection of these critical accounting estimates with the Board of Directors (“BOD”).  In addition, there
may be other items within our financial statements that require estimation, but are not deemed critical as defined above.  Changes
in estimates used in these and other items could have a material impact on our financial statements.



Product Development



Product Development and Content:Product
development and content expenses have been incurred of $165,960 since inception, with $72,798 of it in this quarter ending August
31, 2011.These expenses consist of contracted personnel costs associated with the development, testing and upgrading of our website
and systems, substantially all of our design, translation services, and website management and development services



Contingencies



The Company accrues for contingent obligations,
including estimated management support agreements and legal costs, when the obligation is probable and the amount can be reasonably
estimated.  As facts concerning contingencies become known we reassess our position and make appropriate adjustments
to the financial statements.  Estimates that are particularly sensitive to future changes include those related to tax,
legal, and other regulatory matters that are subject to change as events evolve and additional information becomes available.



Income Taxes



The Company uses the asset and liability method
to account for income taxes.  Under this method, deferred income taxes are determined based on the differences between
the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in
taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws.  A valuation
allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not
to be realized.



26







Results of Operations



We are in the development stage and consequently
is subject to the risks associated with development stage companies, including the need for additional financing; the uncertainty
of our technology and intellectual property resulting in successful commercial products or services as well as the marketing and
customer acceptance of such products or services; competition from larger organizations; dependence on key personnel; and dependence
on corporate partners and collaborators.  To achieve successful operations, we will require additional capital to continue
research and development and marketing efforts.  No assurance can be given as to the timing or ultimate success of obtaining
future funding.



The processes of developing and commercializing
our B2B platform are inherently highly complex, time-consuming, expensive and uncertain. We must make long-term investments and
commit significant resources before knowing whether ourdevelopment programs will result in a platform that will achieve market
acceptance. Product applicationsthat may appear to be promising at all stages of development may not reach the market for a number
of reasons. Product applicationsmay be found ineffective or may take longer to progress through the beta trials than had been anticipated,
may not be able to achieve the pre-defined endpoint due to changes in the business environment, among other factors. For these
reasons, we are unable to predict the period in which material net cash inflows from its products and services will commence.



Comparison of the three months ended August
31, 2011 with the three months ended August 31, 2010



Operating expenses for the period from June
1, 2011 to August 31, 2011 was ($526,185) , compared to the same three month period June 1, 2010 to August 31, 2010 of ($615,907).
This difference results from increases in product development and marketing expenses in the current period and a corresponding
a large decrease in our Consulting fees as we paired back nonessential consultants to the Company. We do expect product development
and marketing expenses to continue and increase further as more focus is placed on the development of operations.



Operating Activities



Cash use in operating activities for the period
from June 1, 2011 to August 31, 2011 was ($494,867), and from June 1, 2010 to August 31, 2010 ($521,811). The consolidated Company
expects net cash used in operating activities to increase going forward as the Company pursues its business plan, continues in
its development and markets its services.



Financing Activities



Net cash provided by financing activities for
the period from June 1, 2011 to August 31, 2011 was approximately $495,000, and from June 1, 2010 to August 31, 2010 was approximately
$363,000. This consisted of net proceeds received from the issuance of notes payable and shares of common stock issued for cash.



Liquidity and Capital Resources



As of August 31, 2011, we had a working capital
deficit of ($1,391,093) compared to a working capital deficit of ($871,366) as of August 31, 2010. Cash and cash equivalents at
August 31, 2011 was $4,234compared to a balance of $4,101 as at August 31, 2010. Our current level of operations does not generate
sufficient cash to fund our working capital needs.  Accordingly, we will have to raise capital to fund our short-term
working capital needs.  No assurance can be made that we will have access to the capital markets in future, or that financing
will be available on acceptable terms to satisfy our future and on-going cash requirements that we need to implement its business
strategies. Our inability to access the capital markets or obtain acceptable financing could have a material adverse affect on
its results of operations and financial condition, and could severely threaten our ability to continue as a going concern.



27







Plan of Operation and Funding



We expect that working capital requirements
will continue to be funded through a combination of note payables and further issuances of securities.



We have no lines of credit or other bank financing
arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments.
In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures
relating to: (i) developmental expenses associated with a start-up business; and (ii) marketing expenses. We intend to finance
these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional
capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities
will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior
to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available
or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve
months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding;
however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.



Off-Balance Sheet Arrangements



As of the date of this Quarterly Report on
Form 10-Q, 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, capital expenditures
or capital resources that are material to investors.



Going Concern



The independent auditors' report accompanying
our audited financial statements for the year ended May 31, 2011 contained an explanatory paragraph expressing substantial doubt
about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue
as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the
ordinary course of business.



Item 3. Quantitative and Qualitative Disclosures
about Market Risk



Not applicable to a "smaller reporting company" as defined
in Item 10(f)(1) of SEC Regulation S-K



28







Item 4. Controls and Procedures



Our Chief Executive Officer and Chief Financial
Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.



(a) Evaluation of Disclosure
Controls and Procedures



Based on their evaluation as of the end of
the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded
that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) are not effective to ensure that information required to be disclosed by us in report
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s (“SECs”) rules and forms and to ensure that information required
to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.



(b) Management's Report
on Internal Control over Financial Reporting



Our management is responsible for establishing
and maintaining internal control over financial reporting and disclosure controls. Internal control over financial reporting is
a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing
similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that:



|1. |  | Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect ourtransactions and dispositions of assets;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------

|2. |  | Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and directors; and
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Disclosure controls and procedures are designed
to ensure that information required to be disclosed in reports filed by us under the Exchange Act is appropriately recorded, processed,
summarized and reported within the specified time periods.



Management has conducted an evaluation of the
effectiveness of our internal control over financial reporting as of August 31, 2011 based on the framework established in the
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).



Based on this assessment, management concluded
that as of August 31, 2011we had material weaknesses in its internal control procedures.



A material weakness is a control deficiency,
or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.



We have concluded that our internal control
over financial reporting was ineffective as of August 31, 2011.



Our assessment identified certain material weaknesses which are
set forth below:



29







Financial Statement Close Process



|1. |  | There are insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | There is insufficient supervision and review by our corporate management, particularly
relating to complex transactions requiring analysis of equity and debt instruments.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | We currently have an insufficient level of monitoring and oversight controls for review
and recording of stock issuances, agreements and contracts, including insufficient documentation and review of the selection and
application of US GAAP to significant non-routine transactions. In addition this has resulted in a lack of controls over the issuance
of our stock which resulted in names of holders being spelt incorrectly.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These weaknesses restrict our ability to timely
gather, analyze and report information relative to the financial statements.



Entity Level Controls



|1. |  | While we have adopted corporate governance policies, activities and processes are
not always formally documented. Specifically, decisions made by the Board of Directors to be carried out by management should
be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting
our operations and management.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | We currently haveinsufficient resources and an insufficient level of monitoring and
oversight, which may restrict our ability to gather, analyze and report information relative to the financial statements in a
timely manner, including insufficient documentation and review of the selection and application of US GAAP to significant non-routine
transactions. In addition, the limited size of the accounting department makes it impractical to achieve an optimum segregation
of duties.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | There are limited processes and limited or no documentation in place for the identification
and assessment of internal and external risks that would influence the success or failure of the achievement of entity-wide and
activity-level objectives.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Functional Controls and Segregation of Duties



|1. |  | There is an inadequate segregation of duties consistent with control objectives. Our
management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist.
In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently,
it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the
following year to determine whether improvement in segregation of duties is feasible.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | There is a lack of top level reviews in place to review targets, product development,
joint ventures or financing. All major business decisions are carried out by our officers with Board of Directors approval when
needed.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Accordingly, as the result of identifying the
above material weaknesses, we have concluded that these control deficiencies resulted in a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s
internal controls.



Management believes that the material weaknesses
set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses
did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for our business
operations.



30







Management’s report was not subject to
attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management’s report herein.



Plan of Remediation



We are committed to improving our financial
organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available
to us by preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.



Management believes that preparing and implementing
sufficient written policies and checklists will remedy the material weaknesses pertaining to insufficient written policies and
procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure
requirements. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge
will result in proper segregation of duties and provide more checks and balances within the department. These personnel will provide
the depth of knowledge and time commitment to provide a greater level of review for corporate activities. The appointment of additional
outside directors with industry expertise will greatly decrease any control and procedure issues the company may encounter in the
future.



We will continue to monitor and evaluate the
effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and
are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.



We intend to take appropriate and reasonable
steps to make the necessary improvements to remediate these deficiencies, including:

|1) |  | We will revise processes to provide for a greater role of independent board members
in the oversight and review until such time that we are adequately capitalized to permit hiring additional personnel to address
segregation of duties issues, ineffective controls and insufficient supervision and review by our corporate management.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2) |  | We will continue to update the documentation of our internal control processes, including
formal risk assessment of our financial reporting processes
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|3) |  | Consolidate all books and records into one accounting system
|-- |  | ------------------------------------------------------------

|4) |  | Commence the development of internal controls and procedures surrounding the financial
reporting process, primarily through the use of account reconciliations, and supervision.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(c) Changes in Internal
Controls over Financial Reporting



We intend to undertake a number of measures
to remediate the material weaknesses discussed under “Management’s Report on Internal Control Over Financial Reporting”
above. Those measures, described under “Plan of Remediation,” will be implemented by us in accordance with its plan
of remediation, and when implemented, will materially affect, or are reasonably likely to materially affect, our internal control
over financial reporting. Other than as described above, there have been no changes in our internal control over financial reporting
during the period ended August 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.



31







Item 5. Other



None



Part II- Other Information



Item 1. Legal Proceedings



We are not a party to any legal proceedings.
Management is not aware of any legal proceedings proposed to be initiated against us. However, from time to time, we may become
subject to claims and litigation generally associated with any business venture operating in the ordinary course.



Item 1A. Risk Factors



Not applicable to a "smaller reporting company" as defined
in Item 10(f)(1) of SEC Regulation S-K



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



See our Current Reports on Form 8-K dated June 8, 2010 and July
16, 2010, which reports are incorporated herein by reference.



Item 3. Defaults upon Senior Securities



No report required.



Item 4. (Removed and Reserved)



No report required.



Item 5. Other Information



N/A



Item 6. Exhibits



Exhibit Index



|Exhibit No. |  | Exhibit                                                                  
|----------- |  | -------------------------------------------------------------------------
|31.1        |  | Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|            |  |                                                                          
|32.1        |  | Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*






* Filed herewith.



32







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                        | BIZZINGO, INC.                        
|----------------------- | --------------------------------------
|                        |                                       
|Date:  October 11, 2011 | By:                                   
|                        | Douglas Toth, Chief Executive Officer&
|                        | Chief Financial Officer               





33