UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q




(Mark One)




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




For the period ended February 28, 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, 63 Main 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 Exchange Act of 1934 duringthepast12monthsand (2)has been subject to such filing requirements for the past 90days.




Yes x     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
xreporting company)


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





Yes  ̈ No x





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:[73,241,376] Shares of $0.001 par value common stock outstanding as of April 11, 2011.










PART I. FINANCIAL INFORMATION
3Item 1. Interim Financial Statements.
3Item 2. Management's Discussion and Analysis or Plan of Operation.
4Item 3. Quantitative and Qualitative Disclosures about Market Risk
8Item 4. Controls and Procedures
8Item 5. Other
11PART 11 - OTHER INFORMATION
11Item 1. Legal Proceedings
11Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
12Item 3. Defaults upon Senior Securities
12Item 4. [Removed and Reserved]
12Item 5. Other Information
12Item 6. Exhibits
12SIGNATURES
13





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 Phreadz's Annual Report Form 10-K filed with the SEC on September 13, 2010. 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 on Form 10-K filed with the SEC on September 13, 2010 have been omitted.




3





BIZZINGO, INC.(A Development Stage Company)Unaudited Financial Statements(Expressed in U.S. Dollars)February 28, 2011





Index
Page NumberConsolidated Balance Sheets
F-1Consolidated Statements of Stockholders' Deficiency
F-2Consolidated Statements of Operations
F-4Consolidated Statements of Cash Flows
F-5Notes to Consolidated Financial Statements
F-6-19











BIZZINGO, INC.

(A Development Stage Company)Consolidated Balance SheetsFebruary 28, 2011 and May 31, 2010(Expressed in U.S. Dollars) (Unaudited)


February 28, 2011


May 31, 2010ASSETSCurrentCash

$
49,012


$
159,025Prepaids


-



25,000Travel advance


20,000Total  current assets


69,012



184,025Total Assets

$
69,012


$
184,025LIABILITIESCurrentBank overdraft

$



$
-Accounts payable


452,410



336,448Accrued liabilities


2,829



2,829Interest payable


87,898



14,664Memberholder loan


2,046



2,046Notes payable


136,000



241,000Stock issuance liability


-



1,000,632Total current liabilities


681,183



1,597,619Total Liabilities

$
681,183


$
1,597,619STOCKHOLDERS’ (DEFICIENCY) EQUITYShare capitalAuthorized:525,000,000 Shares of common stock par value $0.001Issued, allotted and outstanding:70,741,376 and 61,753,867 shares as of February 28, 2011 and May 31, 2010, respectively


70,741



61,754Additional paid-in capital


14,741,942



11,702,297Deficit accumulated during development stage


(15,424,854
)


(13,177,645
)Total stockholders’ (deficiency) equity


(612,171
)


(1,413,594
)Total liabilities and stockholders’ (deficiency) equity

$
69,012


$
184,025





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





F-1





BIZZINGO, INC.(A Development Stage Company)Consolidated Statement of Stockholders' (Deficiency) EquityFor the period April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)(Unaudited)





TotalCommon stock


Additional


Subscription


Deficit


Stock-holders'Shares


Amount


paid-in capital


Receivable


accumulated


(deficiency)Shares issued for property April 3, 2009


1,920,000


$
1,920


$
4,998,092


$
(90
)


-


$
4,999,922Shares issued for cash May 28, 2010


12,480,000


$
12,480


$
(12,390
)


-



-


$
90Net Loss April 3, 2009 (Inception) to May 31, 2010


-



-



-



-


$
(186,902
)

$
(186,902
)Balance, May 31, 2009


14,400,000


$
14,400


$
4,985,702


$
(90
)

$
(186,902
)

$
4,813,110Subscription receivable


-



-



-


$
90



-


$
90Shares issued for cash August 25, 2009


23,136,000


$
23,136


$
(22,991
)


-



-


$
145Shares issued for cash March 10, 2010


5,782,400


$
5,782


$
(5,746
)


-



-


$
36Recapitalization due to reverse merger


42,700,000


$
42,700


$
(83,243
)


-



-


$
(40,543
)Shares cancelled due to reverse merger


(32,712,176
)

$
(32,712
)

$
32,712



-



-


$
-Issuance of common stock @ $0.15 May 20, 2010


1,933,333


$
1,933


$
288,067



-



-


$
290,000Issuance of common stock in settlementof notes payable May 31, 2010


6,514,310


$
6,515


$
6,507,796



-



-


$
6,514,311Net loss for the year ending May 31, 2010

















$
(12,990,743
)

$
(12,990,743
)Balance, May 31, 2010


61,753,867


$
61,754


$
11,702,297


$
-


$
(13,177,645
)

$
(1,413,594
)Shares issued for cash  on June 8, 2010 @ $0.15


1,333,333


$
1,333


$
198,667



-



-


$
200,000Exchange agreement issuance June 22, 2010


1,334,176


$
1,334


$
999,298



-



-


$
1,000,632Shares issued for cash on July 16, 2010 @ $0.15


2,520,000


$
2,520


$
375,480



-



-


$
378,000Net loss for the period June 1, 2010 to August 31, 2010

















$
(617,663
)

$
(617,663
)Balance, August 31, 2010


66,941,376


$
66,941


$
13,275,742


$
-


$
(13,795,308
)

$
(452,625
)Shares issued for cash on November 1, 2010


1,080,000


$
1,080


$
160,920



-



-


$
162,000Net loss for the period September 1, 2010 to November 30,2010

















$
(196,438
)

$
(196,438
)Balance, November 30, 2010


68,021,376


$
68,021


$
13,436,662


$
-


$
(13,991,746
)

$
(487,063
)





F-2





BIZZINGO, INC.(A Development Stage Company)Consolidated Statement of Stockholders' (Deficiency) EquityFor the period April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)(Unaudited)





TotalCommon stock


Additional


Subscription


Deficit


Stock-holders'Shares

Amount


paid-in capital


Receivable


accumulated


(deficiency)Shares issued for cash on December 3, 2010


720,000


$
720


$
107,280



-



-


$
108,000Shares issued for services January 31, 2011


2,000,000


$
2,000


$
1,198,000



-



-


$
1,200,000Net loss for the period December 1, 2010 to February 28, 2011

















$
(1,433,108
)

$
(1,433,108
)Balance, February 28, 2011


70,741,376


$
70,741


$
14,741,942



-


$
(15,424,854
)

$
(612,171
)





F-3





BIZZINGO, INC.(A Development Stage Company)Consolidated Statements of OperationsFor the three and nine  months ended February 28, 2011 and 2010 and

the period from April 3, 2009 (inception) to February 28, 2011(Expressed in U.S. Dollars)

(Unaudited)





From Inception

Date of April 3,

2009 toFebruary

28,2011


For the Nine

Months ended

February 28,

2011


For the Nine

Months ended

February 28,

2010


For the Three

Months ended

February 28,

2011


For the Three

Months ended

February 28,

2010Revenue

$
-


$
-


$
-


$
-


$
-Accounting


96,389



42,750



26,105



10,147



147Consulting


2,905,284



1,816,610



541,823



1,320,000



112,100Corporate finance fees


52,530



37,530



15,000



-



15,000Financing expense


1,000,632



-



-



-



-G&A


140,591



98,472



19,730



9,069



451Legal


425,690



103,705



125,745



1,823



-Product development


50,890



50,890



-



50,890



-Travel


218,554



95,464



71,712



4,561



-Operating loss


(4,890,560
)


(2,245,421
)


(800,115
)


(1,396,490
)


(127,698
)Other expenseImpairment of IP music database


(5,000,000
)


-



-



-



-Interest expense (related party)


(291,137
)


(74,285
)


(89,253
)


(72,011
)


(26,262
)Gain on forgiveness of debt


294,006



72,497



-



35,393



-Loss on settlement of debt


(5,537,163
)


-



-



-



-Net loss for the year

$
(15,424,854
)


(2,247,209
)


(889,368
)


(1,433,108
)


(153,961
)Loss per share –basic and dilutedNet loss





$
(.03
)


(.03
)


(.02
)

$
(.00
)Weighted average number of commonshares outstanding - basic and diluted






67,295,821



31,433,529



69,339,598



37,536,000





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





F-4





BIZZINGO, INC.(A Development Stage Company)Consolidated Statements of Cash FlowsFor the Nine months ended February 28, 2011 and 2010 and the

period from April 3, 2009 (inception) to February 28, 2011(Expressed in U.S. Dollars) (Unaudited)





From Inception Date

of April 3, 2009 to

February 28, 2010


For the Nine

Months ended

February 28, 2011


For the Nine

Months ended

February 28, 2010Cash flows from (used in) operating activitiesNet loss for the year

$
(15,424,854
)

$
(2,247,209
)

$
(889,368
)Adjustments to reconcile net loss to net cash Provided by operating activities:- Impairment of IP music database


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



1,200,000Changes in operating assets and liabilities:- (Increase) Decrease in Accrued liabilities


2,829



-



-- (Increase) Decrease in Accounts payable


452,411



115,962



116,945- (Increase) Decrease in Capitalized Interest


121,147



-



50,000- (Increase) Decrease in Interest payable


87,899



73,234



39,253- (Increase) Decrease in Prepaids


-



25,000



(10,761
)- (Increase) Decrease in Stock issuance liabilities


1,000,632



-



-- (Increase) Decrease in Subscription receivable


-



-



-- (Increase) Decrease in Travel advance


(20,000
)


(20,000
)Net cash provided by operating activities


(2,087,135
)


(853,013
)


(693,931
)Cash flows from (used in) investing activitiesPurchase of Capital Assets


-



-



-Net cash (used) provided by investing activities


-



-



-Cash flows from (used in) financing activitiesProceeds from note(s) payable (net)


996,000



(105,000
)


625,000Proceeds from Shareholder  loan


2,045



-



4,000Shares issued for cash


1,138,102



848,000



-Net cash (used) provided by financing activities


2,136,147



743,000



629,000Increase in cash and cash equivalents


49,012



(110,013
)


(64,931
)Effect of exchange rate on cashCash and cash equivalents,beginning of year


-



159,025



69,350Cash and cash equivalents, end of  period

$
49,012


$
49,012


$
4,419Cash and cash equivalents  represented by:Cash

$



$



$





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





F-5


BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 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. The Company began paying $935.00 per month on a month by month basis this quarter to a related party Groupmark Financial Services Ltd. (“Groupmark”).
  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.
  F-6
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 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 ($15,424,854), operating activities have used cash of ($2,087,135)  and the Company has a stockholders’ deficit of ($612,171) as of February 28, 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.
  F-7
  BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 2010(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. 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.
 
 (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
 
 Effective for all interim and annual periods ending after September 15, 2009, the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) became the sole authoritative source for Generally Accepted Accounting Principles (GAAP) in the United States of America and superceded all previous Level a – d sources of US GAAP.
 
 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.
 
 F-8
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)
 
 Recent accounting pronouncements(continued)
 
 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.
 
 Determination of Fair Value
 
 At February 28, 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.
 
 F-9
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)
 
 Recent accounting pronouncements(continued)
 
 Examples in this category are certain variable and fixed rate non-agency mortgage-backed securities, corporate debt securities and derivative contracts.
 
 Level 3.     Inputs 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.
 
 In May 2009, FASB issued SFAS No. 165, “Subsequent Events”. SFAS 165 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of SFAS 165 did not have a material effect on the Company’s consolidated financial statements
 
 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.
 
 F-10
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)
 
 Note 4.
Income Taxes
 
 As of February 28, 2011, the Company had a net operating loss carry-forward for income tax reporting purposes of approximately ($15,424,854)  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 $16,400.08 for the period April 3, 2009 (inception) to February 28, 2011. 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 with $26,000 outstanding.
 
 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.
 
 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.
 
 F-11
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 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 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.
 
 F-12
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 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 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 CEO, 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 of $210.96 was accrued to February 28, 2011.
 
 A member of the Company loaned $2,046 to the Company on no terms.
 
 F-13
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)
 
 Note 6.
Related Parties
 
 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 no longer intend to enter into such consulting agreement.
 
 On October 4, 2010 Mr. Toth was appointed to our Board of Directors and as Chairman. Mr. Toth has been working as an independent management consultant where he identified, evaluated opportunities and assisted companies and individuals within a variety of industries including: manufacturing, retail and distribution,  media, advertising and technology. In addition he managed special projects for financial, compliance, operations and information systems of the companies for which he consulted
 
 On October 15, 2010, John Larkin was appointed to our Board of Directors. Mr. Larkin earned a bachelor’s degree in Business Administration from California State University, Northridge, in 1970. Mr. Larkin is active in LarkinRivero Business Management, LLC., and  also serves as a Director with the Bergen Foundation, the Light Foundation, the Raising Malawi Foundation and the Susan Strong Davis Foundation.
 
 On January 28, 2011, John Larkin submitted his resignation as Director. The resignation was accepted. Mr. Larkin’s resignation was not based upon any disagreement with us on any matter relating to our operations, policies or practices.
 
 On June 15, 2010, our Board of Directors appointed Christina Domecq to serve as our chief executive officer.  Ms. Domecq’s employment commenced on July 5, 2010 and we entered into an employment agreement with Ms. Domecq.  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.
 
 On February 7, 2011, Gilbert Davilia was appointed to our Board of Directors. Mr. Dávilais the CEO of DávilaMulticultural Insights (DMI) - a consulting company specializing in providing strategic guidance and opportunities to corporations on Multicultural Marketing and Business Development. Prior to founding DMI, Mr. Dávila led some of America’s top blue chip companies in their general and multicultural marketing and strategies, and business development efforts. His executive experience in all aspects of marketing, brand management, strategic planning, sales promotions, and customer relationship management helped companies like Procter & Gamble, Coca Cola USA, Sears, Roebuck and Company, and The Walt Disney Company increase their revenue by targeting new and growing demographics.
  F-14
  BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)
 
 Note 6.
Related Parties (continued)
 
 As of the date of this Report, our Board of Directors consists of Douglas Toth, Gordon Samson and Gilbert Davila.
 
 Note 7.
Commitments
 
 Employment Agreement with Jacques Krischer
 
 On April 27, 2010, we entered into an employment agreement with Jacques Krischer to serve as President –Music division (the “Krischer Agreement”).  The Krischer Agreement is for 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 Krischer Agreement on not less than thirty (30) days notice.  Mr. Krischer will be paid a monthly salary of $10,000.  Mr. Krischer is eligible to receive a cash bonus, at the discretion of the Board of Directors.  Mr. Krischer will be 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 you are eligible under the terms of those plans.
 
 On August 1, 2010, we entered into a First Amendment to Employment Agreement with Jacques Krischer which provided for the changes described herein to the Krischer Agreement. The position title President - Music Division has been changed to Chief Strategy Officer ("CSO") with the scope of the responsibilities remaining the same. Other new terms include; i) an option grant of one million shares under a vesting schedule subject to the adoption by the Company of an employee Stock Option Plan, ii) eligibility to earn an annual cash bonus of not less than $150,000 subject to milestones. iii) a base monthly salary of $15,000, and, iv) twenty five (25) paid vacation days each calendar year subject to Company policies regarding same.
 
 Mr. Krischer is a Belgium resident and is currently in process of completing a H-1B work visa. Until complete Jacques Krischer is invoicing the company for services rendered.
 
 Employment Agreement with Jonathan Kossmann
 
 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 is eligible 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.
 
 Mr. Kossmann is a UK resident and the process of completing a H-1B work visa was never started. Mr. Kossmann invoiced the Company for services through his consulting agreement with Phreadz USA, LLC. Subsequent to the close of the reverse merger and up until his resignation Mr. Kossmann continued invoicing for services.
 
 F-15
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 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.
 
 F-16
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)
 
 Note 8.
Warrants(continued)
 
 On July 16, 2010, we entered into a Unit Purchase Agreements with thirteen (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) 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, 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
 
 Southridge Investment Group LLC. an SEC Registered Broker/Dealer, 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 2010 the 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 November 1, 2010 we entered into Unit Purchase Agreements with five (5) accredited investors pursuant to which the Purchasers (the November 1st Purchasers) pursuant to which the November 1st Purchasers purchased 6.00 Units at a purchase price of $27,000 per Unit, for an aggregate purchase price of $162,000.00. 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 November 1st Purchasers received 1,080,000 shares of common stock; a Series A Warrant to purchase 540,000 shares of common stock; and a Series B Warrant to purchase 540,000 shares of common stock.
 
 Southridge Investment Group LLC., an SEC Registered Broker/Dealer, Member FINRA/SIPC (“Southridge”) acted as placementagent in connection with the sale of the six (6) Units referred to above in the preceding paragraph.  Southridge received $15,390 in commissions and 45,000 Series A Warrants and 45,000 Series B Warrants.  We also paid $2,000 in escrow fees in the offering.  The net proceeds of the offering after payments of the commissions and expenses was approximately $144,610.
 
 F-17
 
 Note 8.
Warrants(continued)
 
 On December 3, 2010 we entered into a Unit Purchase Agreement with one (1) accredited investor pursuant to which the Purchaser (the December 3, 2010 Purchaser) pursuant to which the Purchaser purchased 4.00 Units at a purchase price of $27,000 per Unit, for an aggregate purchase price of $108,000.00. 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 December 3, 2010 Purchaser received 720,000 shares of common stock; a Series A Warrant to purchase 360,000 shares of common stock; and a Series B Warrant to purchase 360,000 shares of common stock.
 
 The Company analyzed the beneficial nature of the 10,479,488 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 $71,286.90. We expect to file a Registration Statement in the near term.
 
 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.
 
 F-18
 
 BIZZINGO, INC.(A Development Stage Company)Notes to Financial StatementsFor the period from April 3, 2009 (Inception) to February 28, 2011(Expressed in U.S. Dollars)
 
 Note 9.
Common Stock(continued)
 
 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
  Note 10.
Contingencies
  Approximately August 14, 2010, a dispute arose 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.
  We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time in the ordinary course of our business. Adverse judgments or settlements in some or all of these legal disputes may result in significant monetary damages, injunctive relief against us or damage to our reputation. Potential litigation and other claims are subject to inherent uncertainties and management’s view of these matters may change in the future.
  Note 11.
Subsequent Events
 
 On March 9, 2011a Schedule 14C Information Statement was filed and subsequently mailed to all shareholders on or about February 15, 2011. Shareholder approval was obtained by majority consent to change our name to Bizzingo, Inc. to reflect the evolution of our business plan.
 
 On March 30, 2011 our name change to Bizzingo, Inc. became effective with the Nevada Secretary of State. On April 5, 2011 we were informed from OTC Corporate actions at FINRA that they were reviewing information provided by the Company regarding this name change.
  The November 9, 2010 LOI with Zonein2, Inc., was abandoned and on March 15, 2011, we executed an Asset Purchase Agreement (“APA”) with Zonein2, Inc., (“Zonein2”) a California corporation pursuant to which we agreed to acquire only certain assets (the “computer code”) for the purchase price of Two Million (2,500,000) shares of our common stock payable at the closing of the transaction. The computer code is with some modification and integration a module for creating “zones” within the application contemplated by our business  plan.
  During late 2010, the Company recognized the crowded universe of social media sites, but also recognized that these sites, while wildly popular, lacked a money-making component (or ability to conduct business).  Thus, the Company transformed its business plan from a social network site to a business and transaction oriented site which incorporates the originally contemplated enhanced features and functionality of Phreadz and UDM as well as other technologies. Please refer to the Company’s new web-site www.Bizzingo.com for additional information regarding the Company’s planned business.
  F-19
  The Company anticipates that alpha testing will begin in April 2011 with select business’s and be fully functional by mid-Summer 2011.
  On April 7, 2011 we entered in a promissory note for $50,000.00 The note terms are for 1 year and carry’s an interest rate of 10% per annum.
  Item 2. Management's Discussion and Analysis or Plan of Operation.
  FORWARD-LOOKING STATEMENTS
  Certain matters discussed herein are forward-looking statements.  Such forward-looking statements contained 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.   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.
 
 On March 9, 2011 a Schedule 14C Information Statement was filed and subsequently mailed to all shareholders on or about February 15, 2011. Shareholder approval was obtained by majority consent to change our name to Bizzingo, Inc. to reflect the evolution of our business plan.
 
 4
 
 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 in www.bizzingo.com (“Bizzingo”) and is a social network designed for business and commerce. We are currently in discussions with a number of business’s which we intend to launch 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.
 
 We launched our website in March 2011, www.bizzingo.com.
 
 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.
 
 5
 
 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 increased to $50,890 for the three months ended February 28, 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.
  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.
 
 6
 
 The processes of developing and launching new approaches to music database management, access, search for UDM, as well as social media as a commercial platform for B2B and B2C is inherently, highly complex, time-consuming, expensive and uncertain.  We must make long-term investments and commit significant resources before knowing whether development programs will result in products that will achieve market acceptance.  Product candidates that may appear to be promising at all stages of development may not reach the market for a number of reasons.  Product candidates may be found ineffective or may take longer to progress through the alpha and beta trials than had been anticipated, may not be able to achieve a pre-defined endpoint due to changes in the environment, may fail to receive necessary approvals, may prove impracticable to manufacture in commercial quantities at reasonable cost and with acceptable quality, or may fail to achieve market acceptance.  For these reasons,  we are unable to predict the period in which material net cash inflows from our developments will commence.
  Comparison of the nine months ended February 29, 2011 with the nine months ended February 28, 2010
  Operating expenses for the period from June 1, 2010 to February 28, 2011 was ($2,245,421), compared to the same nine month period June 1, 2009 to February 28, 2010 of ($800,115). This increase in operating expenses is due primarily to a non-cash expense of $1,200,000 from the issuance of stock for services and recorded as consulting fees. Other G&A costs of the company have increased reflecting the additional costs as we progress from development to operations. The total net losses for the period from June 1, 2010 to February 28, 2011 was ($2,247,209), compared to the same period in 2010 of ($889,368). This is primarily due to the reasons above and partially offset by a gain on forgiveness of debt whereby certain accrued fees were forgiven. We have incurred no sales and marketing expenses to date, however we expect these expenses to increase as we emerge from our development stage.
  Operating Activities
  Cash used in operating activities for the period from June 1, 2010 to February 28, 2011 was ($853,013), and from June 1, 2009 to February 28, 2010 was approximately ($693,931).    The consolidated Company expects net cash used in operating activities to increase going forward as the Company pursues its business plan and undertakes additional product development and the enforcing of intellectual property claims.
  Financing Activities
 
 Net cash provided by financing activities for the period from June 1, 2010 to February 28, 2011 was approximately $743,000,  and from June 1, 2009 to February 28, 2010 was approximately $629,000. This consisted of net proceeds received from the issuance of shares for proceeds of $848,000 during the period ended February 28, 2011 and the proceeds of notes payable of $629,000 for the period ended February 28, 2010. During the period ended February 28, 2011 the notes payable were settled with common stock issuances or paid out.  There remains $10,000 outstanding and in default on one note payable as at February 28, 2011.
  From April 3, 2009 inception (dates of inception for Universal Database of Music USA, LLC (“UDM”) and Phreadz USA, LLC (“Phreadz LLC”) to the period end February 28, 2011
  On a consolidated basis, we have incurred operating expenses for the period from April 3, 2009 (dates of inception for Universal Database of Music USA, LLC (“UDM”) and Phreadz USA, LLC (“Phreadz LLC”) to February 28, 2011 of ($4,890,560).  The total operating expenses for the same period from April 3, 2009 (dates of inception for UDM and Phreadz LLC) to February 28, 2010 was ($3,621,767). This increase is on account of the non-cash item of the stock issuance as at January 31, 2011 valued at $1,200,000 for services. The total net losses for both periods include a $5,000,000 impairment of the UDM music database to fully impair the original attributed value, a $5,537,163 stock issuance expense on settlement of debt and the stock issuance expense of $1,000,632 in settlement of An April 2010 Exchange Agreement .
  Operating Activities
  Net cash used in operating activities for the period from April 3, 2009 (dates of inception for UDM and Phreadz LLC, respectively) to February 28, 2011 was ($2,087,135). The primary reason for the difference between total net losses and net cash used in operations is the non-cash items of an increase in accounts payable of $452,411, a stock issuance expense of $1,000,632 in settlement of an April 2010 Exchange Agreement and the stock issuance of $1,200,000 for services on January 31, 2011.
  7
 
 Financing Activities
 
 Net cash provided by financing activities for the period from April 3, 2009 (dates of inception for UDM and Phreadz LLC)  to February 28, 2011, was approximately $2,136,147. This consisted of net proceeds received from the issuance of notes payable and shares issued for cash.
  Plan of Operation and Funding
 
 We expect that working capital requirements will continue to be funded through 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, 2010 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
  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.
 
 8
 
 (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 our transactions 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 February 28, 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 February 28, 2011 we 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, 2010.
 
 Our assessment identified certain material weaknesses which are set forth below:
 
 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 and execution of material contracts.
 
 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.
 
 9
 
 These weaknesses restrict our ability to timely gather, analyze and report information relative to the financial statements.
 
 Entity Level Controls
 
 1.
There are insufficient corporate governance policies. Our corporate governance 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 have insufficient 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.
 
 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, once fully operational and funded adequately we plan 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.
 
 10
 
 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 document a formal code of ethics
 2)
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.
 3)
We will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes
 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 February 28, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 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
 
 11
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  See our Current Reports on Form 8-K dated June 8, 2010, July 16, 2010, and November 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
 
 On  December 3, 2010  we entered into a Stock Purchase Agreement with a single accredited investor pursuant to which the Purchaser purchased acquired 720,000 of our shares for proceeds of $108,000.
 
 Item 6. Exhibits
 
 EXHIBIT INDEX
 
 Exhibit No.

Exhibit31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2

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.*32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 * Filed herewith.
 
 12
 
 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.
 
 PHREADZ, INC.Date:    April 14, 2011
By:
/s/ Douglas TothDouglas Toth, Chief Executive Officer
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 Signature

Title

Date/s/ Douglas Toth

Chief Executive Officer

April 14, 2011Douglas Toth

(Principal Executive Officer)/s/ Gordon A. Samson

Chief Financial Officer, Secretary, Treasurer and Director

April 14, 2011Gordon A. Samson

(Principal Accounting and Financial Officer)/s/ Gilbert Davila

Director

April 14, 2011Gilbert Davila
 
 13