Bitzio (BTZO) 10-Q 2012 Q3 Quarterly report

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

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

For the quarterly period ended September 30, 2012

OR

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

For the transition period from  ________ to ________

Commission file number 000-51688

BITZIO, INC.

(Exact name of registrant as specified in its charter)

Nevada	16-1734022
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

548 Market Street, Suite 18224 San Francisco, CA

(Address of principal executive offices)

(213) 400-0770

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 o  No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 66,538,869 shares of common stock, par value $0.001 per share, outstanding as of  November 14, 2012.

BITZIO, INC.

- INDEX -

		Page
PART I – FINANCIAL INFORMATION:
Item 1.	Financial Statements:		3
	Condensed Consolidated Balance Sheets		4
	Condensed Consolidated Statements of Operations		5
	Condensed Consolidated Statements of Cash Flows		6
	Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30
Item 4.	Controls and Procedures		31
PART II – OTHER INFORMATION:
Item 1.	Legal Proceedings		32
Item 1A.	Risk Factors		32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3.	Defaults Upon Senior Securities		34
Item 4.	Mine Safety Disclosures		34
Item 5.	Other Information		34
Item 6.	Exhibits		35
Signatures			36

2

PART I – FINANCIAL INFORMATION

Item 1.      Financial Statements.

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”).  These statements are based on management’s beliefs and assumptions, and on information currently available to management.  Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance.  They involve risks, uncertainties and assumptions.  Our future results and shareholder values may differ materially from those expressed in these forward-looking statements.  Readers are cautioned not to put undue reliance on any forward-looking statements.

The results for the period ended September 30, 2012 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2012.

3

BITZIO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,				December 31,
	2012				2011
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	199,759			$	181,725
Accounts receivable, net			138,397				92,232
Prepaid expenses and other current assets			138,677				337,508
Due from related parties			-				228,980
Prepaid acquisition costs			-				713,150
Total current assets			476,833				1,553,595
OTHER ASSETS
Property and equipment, net			63,693				-
Intangible assets, net			614,050				582,424
Goodwill			774,047				627,134
Total other assets			1,451,790				1,209,558
TOTAL ASSETS		$	1,928,623			$	2,763,153
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	432,953			$	253,976
Deferred revenue			-				77,433
Notes payable, related parties			351,870				426,870
Convertible notes, net of discount			137,399				65,677
Convertible notes, related parties, net of discount			19,726				5,068
Derivative liability			137,267				-
Derivative liability, related party			139,193
TOTAL CURRENT LIABILITIES			1,219,408				829,024
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 25,000,000 shares
authorized; 5,343,120 and -0- shares issued
and outstanding, respectively			5,343				-
Common stock, $0.001 par value; 250,000,000 shares
authorized; 66,538,869 and 50,018,625 shares issued
and outstanding, respectively			66,539				50,019
Stock subscriptions payable			-				186,000
Additional paid-in capital			19,521,586				11,800,050
Accumulated other comprehensive income			(1,998	)			-
Accumulated deficit			(18,882,255	)			(10,101,940	)
Total stockholders’ equity			709,215				1,934,129
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	1,928,623			$	2,763,153

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

4

BITZIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
REVENUES	$	154,384		$	3,104		$	519,591		$	3,104
OPERATING EXPENSES
Professional fees		1,296,105			43,294			3,329,505			62,422
Executive compensation		-			1,141,576			127,500			1,141,576
General and administrative		120,593			4,568,268			418,151			4,591,474
Impairment of goodwill		-			2,350,800			3,981,508			2,350,800
Total Operating Expenses		1,416,698			8,103,938			7,856,664			8,146,272
LOSS FROM OPERATIONS		(1,262,314	)		(8,100,834	)		(7,337,073	)		(8,143,168	)
OTHER EXPENSES
Financing costs and debt discount amortization		(320,983	)		(500	)		(478,837	)		(746	)
Gain on derivative liability		185,118			-			185,118			-
Total Other Expenses, net		(135,865	)		(500	)		(293,719	)		(746	)
LOSS BEFORE INCOME TAXES		(1,398,179	)		(8,101,334	)		(7,630,792	)		(8,143,914	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS FROM CONTINUING OPERATIONS	$	(1,398,179	)	$	(8,101,334	)	$	(7,630,792	)	$	(8,143,914	)
Loss from discontinued operations		(150,681	)		-			(591,236	)		-
Loss on disposal of subsidiary		(558,287	)		-			(558,287	)		-
Loss from Discontinued Operations, net of income taxes		(708,968	)		-			(1,149,523	)		-
NET LOSS	$	(2,107,147	)	$	(8,101,334	)	$	(8,780,315	)	$	(8,143,914	)
BASIC AND DILUTED LOSS PER SHARE
FROM CONTINUING OPERATIONS	$	(0.02	)	$	(0.22	)	$	(0.13	)	$	(0.24	)
BASIC AND DILUTED LOSS PER SHARE
FROM DISCONTINUED OPERATIONS	$	(0.01	)	$	-		$	(0.02	)	$	-
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING		62,441,151			37,557,473			57,152,841			34,566,071

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

5

BITZIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(8,780,315	)	$	(8,143,914	)
Adjustments to reconcile net loss to net cash used by
operating activities:
Services contributed by officers and shareholders		-			1,500
Depreciation and amortization		163,363			510
Amortization of debt discounts on convertible notes		437,344			-
Gain on derivative liability revaluation		(185,118)			-
Common stock issued for prepayment of debenture		20,272			-
Common shares issued for services		1,442,768			195,228
Impairment of goodwill		3,981,508			2,350,800
Stock options issued for services		925,685			5,298,046
Loss on disposal of subsidiary		558,287			-
Changes in operating assets and liabilities:
Accounts receivable		10,866			-
Prepaid expenses		12,296			(9,392	)
Due from related parties		-			60,889
Accounts payable and accrued expenses		(5,663	)		35,400
Deferred revenue		(77,433	)		-
Net Cash Used in Continuing Operating Activities		(1,496,140	)		(210,933	)
Net Cash Provided by Discontinued Operating Activities		461,746			-
Net Cash Used in Operating Activities		(1,034,394	)		(210,933	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in acquisition of subsidiary		8,129			-
Purchase of equipment		(1,041	)		-
Net Cash Provided by Continuing Investing Activities		7,088			-
Net Cash Provided by Discontinued Investing Activities		-			-
Net Cash Provided by Investing Activities		7,088			-
CASH FLOWS FROM FINANCING ACTIVITIES
Advance (Repayments) on notes payable - related parties		(75,000	)		199,677
Repayments on notes payable		-			(2,250	)
Repayments on convertible debenture		(26,250	)		-
Proceeds from sale of common stock and warrants		450,000			-
Proceeds from sale of preferred stock		5,108			-
Proceeds from issuance of convertible notes		694,922			-
Net Cash Provided by Continuing Financing Activities		1,048,780			197,427
Net Cash Provided by Discontinued Financing Activities		-			-
Net Cash Provided by Financing Activities		1,048,780			197,427
EFFECTS OF EXCHANGE RATES ON CASH		(3,440	)		-
NET INCREASE (DECREASE) IN CASH		18,034			(13,506	)
CASH AT BEGINNING OF YEAR		181,725			18,068
CASH AT END OF YEAR	$	199,759		$	4,562
		-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	25,243		$	-
Income taxes	$	-		$	-
NON-CASH FINANCING AND INVESTING ACTIVITIES
Notes payable and warrants issued for acquisition of subsidiary	$	713,150		$	-
Common stock issued for acquisition of subsidiary	$	2,145,000		$	-
Preferred stock issued for acquisition of subsidiary	$	2,084,231		$	-
Issuance of common stock on debenture conversion	$	146,522		$	-
Common stock issued for stock subscriptions payable	$	186,000		$	-
Common stock issued for intangible assets	$	130,000		$	-

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

6

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 1 – ORGANIZATION

Bitzio, Inc. was originally formed as Rocky Mountain Fudge Company, Inc. (“the Company,” “we”) on January 4, 1990 as a Utah corporation.  On July 28, 1998, the Company converted from a Utah corporation to a Nevada corporation.  Effective June 10, 2011, the Company changed its name from Rocky Mountain Fudge Company, Inc. to Bitzio, Inc.  Pursuant to this transaction, shares of the Company’s common stock are now trading under the Company’s new trading symbol, BTZO.  Bitzio, Inc. is focused on smartphone applications.  Bitzio licenses media rights of sports and entertainment properties to create mobile apps and web experiences for fans of these properties.

On July 27, 2011, Bitzio, Inc. and Bitzio, LLC. entered into share exchange agreement wherein Bitzio, Inc. issued 5,000,000 shares of the Company's common stock in exchange for 100% of the members' equity of Bitzio, LLC.  Through this transaction Bitzio, LLC became a wholly owned subsidiary of Bitzio, Inc.

On November 9, 2011 Bitzio, Inc. and Thinking Drone, Inc., entered into a share exchange agreement wherein Bitzio, Inc. acquired all of the issued and outstanding stock of Thinking Drone, Inc.  Bitzio, Inc. received all of the outstanding shares of Thinking Drone in exchange for a $500,000 promissory note and 5,000,000 shares of Bitzio, Inc. common stock.  Through this transaction Thinking Drone, Inc. became a wholly-owned subsidiary of Bitzio, Inc.

On January 10, 2012, Bitzio, Inc. and DigiSpace Solutions, LLC entered into a share exchange agreement wherein Bitzio, Inc. acquired all of the issued and outstanding member’s equity in exchange for $200,000 cash and 1,000,000 restricted stock options at an exercise price of $0.28 per share valued at $513,150.  Through this transaction DigiSpace Solutions, LLC became a wholly owned subsidiary of Bitzio, Inc.

On May 23, 2012, Bitzio, Inc. and Motion Pixel Corporation Holdings entered into a share purchase agreement wherein Bitzio, Inc. acquired all of the issued and outstanding member’s equity in exchange for 6,500,000 shares of the Company's common stock valued at $2,145,000.

On June 4, 2012, Bitzio, Inc. and ACT Smartware GmbH entered into a share purchase agreement wherein Bitzio, Inc. acquired all of the issued and outstanding member’s equity in exchange for 3,300,000 Series A Convertible Redeemable Preferred shares of the Company valued at $2,084,231.

On August 31, 2012, Bitzio, Inc. entered into a sale agreement wherein Bitzio, Inc. disposed of the assets and liabilities related to its information productions division.  The accounting loss on disposal was $558,287 (see Note 6).

7

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 2 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2012 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2011 audited financial statements.  The results of operations for the periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

NOTE 3 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plan is to obtain such resources for the Company by seeking equity and/or debt financing.  However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

8

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries.  Intercompany balances and transactions have been eliminated upon consolidation.

In June 2011, we effected a four-for-one forward-split of the shares of our common stock.  All references to common stock activity in these financial statements have been retroactively restated so as to incorporate the effects of this stock-split.

Use of Estimates

The preparation of consolidated financial statements in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  The more significant estimates include, but are not limited to, the recognition of certain, valuation of intangible assets, goodwill and long-lived asset impairment charges, stock-based compensation, loss contingencies and the allowance for doubtful accounts receivable.  Actual results could differ from those estimates.

Revenue Recognition

We derive our revenues from the sale of software and mobile applications through various platforms.  We recognize revenue when all of the following conditions are satisfied: (i) there is persuasive evidence of an arrangement; (ii) delivery of the product or provision of the service has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured.

Mobile Phone Applications

Mobile phone applications are sold using multiple platforms.  Each platform handles the sale, distribution or download, as well as the collection and remittance of payment for the company.  We recognize mobile application revenue net of the amounts retained by the platform companies.  There is no warranty or money-back guarantee related to the sale of mobile phone applications, therefore no deferred revenue or allowance for sales returns has been recorded.

9

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents

We consider all highly liquid investments with remaining maturities of three months or less at the date of purchase to be cash and cash equivalents.  Cash and cash equivalents consist primarily of money market funds and other short-term investments with original maturities of not more than three months stated at cost, which approximates market value.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are presented at their face amount, less an allowance for doubtful accounts, on the consolidated balance sheets. Accounts receivable consist of revenue earned and currently due from customers.  We evaluate the collectability of accounts receivable based on a combination of factors.  We recognize reserves for bad debts based on estimates developed using standard quantitative measures that incorporate historical write-offs and current economic conditions.

Goodwill

Goodwill represents the excess of the purchase price of an acquired enterprise or assets over the fair value of the identifiable net assets acquired.  We test goodwill for impairment in each quarter of the year, and whenever events or changes in circumstances arise during the year that indicate the carrying amount of goodwill may not be recoverable.  In evaluating whether an impairment of goodwill exists, we first compare the estimated fair value of a reporting unit against its carrying value. If the estimated fair value is lower than the carrying value, then a more detailed assessment is performed comparing the fair value of the reporting unit to the fair value of the assets and liabilities plus the goodwill carrying value of the reporting unit.  If the fair value of the reporting unit is less than the fair value of its assets and liabilities plus goodwill, then an impairment charge is recognized to reduce the carrying value of goodwill by the difference.  The gross amount of goodwill at September 30, 2012 was $7,106,355 (December 31, 2011 - $2,977,934) with accumulated impairment of $6,332,308 (December 31, 2011 - $2,350,800).  The net amount of goodwill at September 30, 2012 was $774,047 (December 31, 2011 - $627,134).

During the nine months ended September 30, 2012, we recorded an impairment charge totaling $3,981,508 related to purchased goodwill whose carrying amount exceeded its implied fair value (December 31, 2011 - $2,350,800).

Software Development Costs

We capitalize costs incurred during the application development stage relating to the development of our mobile applications. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. We capitalized $54,491 and $-0- in software development costs for the nine month period ended September 30, 2012 and for the year ended December 31, 2011, respectively. Once placed into service, we anticipate amortizing these costs over a period of three years. Prior to 2011, costs incurred during the application development stage were not material and were expensed as incurred.

Business Acquisitions

Business acquisitions are accounted for under the purchase method of accounting.  Under that method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of the acquisition, with any excess of the cost of the acquisition over the estimated fair value of the net tangible and intangible assets acquired recorded as goodwill.  We make significant judgments and assumptions in determining the fair value of acquired assets and assumed liabilities, especially with respect to acquired intangibles.  Using different assumptions in determining fair value could materially impact the purchase price allocation and our financial position and results of operations.  Results of operations for acquired businesses are included in the consolidated financial statements from the date of acquisition.

10

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net Loss per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.  Our potentially dilutive shares, which include outstanding common stock options, common stock warrants and convertible debentures, have not been included in the computation of diluted net loss per share attributable to common stockholders for all periods presented, as the results would be anti-dilutive.  Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share.  There were 1,479,938 such potentially dilutive shares excluded as of September 30, 2012.

Fair Value of Financial Instruments

As of September 30, 2012 and December 31, 2011, cash and cash equivalents were comprised of cash in bank accounts and money market funds totaling $199,759 and $181,725, respectively.  In addition, the carrying amount of certain financial instruments, including accounts receivable, accounts payable and accrued expenses approximates fair value due to their short maturities.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, to the extent balances exceed limits that are insured by the Federal Deposit Insurance Corporation, and accounts receivable.

At September 30, 2012, two customers comprised more than 83 percent of accounts receivable.  At December 31, 2011, one customer comprised 85 percent of accounts receivable.

Recent Accounting Pronouncements

The Company has evaluated recent pronouncements and does not expect their adoption to have a material impact on the Company’s financial position, or statements.

NOTE 5 – ACQUISITION OF SUBSIDIARIES

DigiSpace Solutions, LLC Acquisition

On January 10, 2012, Bitzio Inc. and DigiSpace Solutions, LLC entered into a share exchange agreement wherein Bitzio, Inc. acquired all of the issued and outstanding members’ equity in exchange for $200,000 in cash and 1,000,000 restricted stock options at an exercise price of $0.28 per share valued at $513,150.  Through this transaction DigiSpace Solutions, LLC became a wholly owned subsidiary of Bitzio, Inc.

The assets and liabilities of DigiSpace Solutions, LLC as of the acquisition date will be recorded at their estimated fair value. A preliminary allocation of the purchase price is as follows:

DigiSpace Solutions, LLC Acquisition (Continued)

Cash and cash equivalents	$	12,830
Customer List		1,381,545
Total assets acquired		1,394,375
Accounts payable		501,706
Deferred revenue		35,523
Notes payable		143,996
Total liabilities acquired		681,225
Net assets acquired	$	713,150

11

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 5 – ACQUISITION OF SUBSIDIARIES (CONTINUED)

Motion Pixel Corporation Holdings Acquisition

On May 23, 2012, Bitzio, Inc. and Motion Pixel Corporation Holdings entered into a share purchase agreement wherein Bitzio, Inc. acquired all of the issued and outstanding member’s equity in exchange for 6,500,000 shares of the Company's common stock valued at $2,145,000.

The assets and liabilities of Motion Pixel Corporation Holdings as of the acquisition date will be recorded at their estimated fair value. A preliminary allocation of the purchase price is as follows:

Equipment	$	60,000
Goodwill		2,145,000
Total assets acquired		2,205,000
Accounts payable		60,000
Total liabilities acquired		60,000
Net assets acquired	$	2,145,000

ACT Smartware GmbH Acquisition

On June 4, 2012, Bitzio, Inc. and ACT Smartware GmbH entered into a share purchase agreement wherein Bitzio, Inc. acquired all of the issued and outstanding member’s equity in exchange for 3,300,000 Series A Convertible Redeemable Preferred shares of the Company valued at $2,084,231.

The assets and liabilities of ACT Smartware GmbH as of the acquisition date will be recorded at their estimated fair value.  A preliminary allocation of the purchase price is as follows:

Cash and cash equivalents	$	8,129
Accounts receivable		57,031
Prepaids		16,186
Intangible assets		53,422
Equipment		12,983
Goodwill		2,061,120
Total assets acquired		2,208,871
Accounts payable		122,964
Deferred revenue		1,676
Total liabilities acquired		124,640
Net assets acquired	$	2,084,231

12

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 6 – DISPOSAL OF DIVISION

On August 31, 2012, Bitzio Inc. disposed of the assets and liabilities related to its information productions division.

Cash and cash equivalents	$	2,460
Customer List, net book value		1,074,537
Due from related party		148,304
Total assets disposed		1,225,301
Accounts payable		552,371
Notes payable		114,643
Total liabilities disposed		667,014
Net loss on disposal of division	$	558,287

13

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 7 –INTANGIBLE ASSETS

Goodwill

During the nine months ended September 30, 2012, our goodwill impairment test indicated write-downs would be required for our two latest acquisitions.   Goodwill impairment is calculated as the difference between the fair value of the assets and liabilities of the reporting unit, including the carrying value of its goodwill, to the reporting unit’s fair value, measured by an income approach utilizing projected discounted cash flows.

MPC was a recently incorporated company formed by executives with a variety of experience in the entertainment and technology industries.  We acquired MPC for its high-end media and animation capabilities.  We also plan to secure digital rights to animated versions of the world-renowned athletes and stars with which MPC has relationships.  However, a key criterion of the impairment test is historic operating performance.  MPC, the legal entity, had limited operating history at the time of acquisition.  As such, according to GAAP, we are required to record a goodwill impairment charge of $2,145,000.

ACT Smartware GmbH is a European company with a stable profitable history in the software and mobile apps sector.  In addition, their talented principals bring a high-level of innovation and talent to Bitzio.  However, despite the international expansion, added talent, stable earnings history, and early mobile app portfolio, we applied a conservative approach of the goodwill impairment test focused on historic operating performance.   Accordingly, we recorded a goodwill impairment charge of $1,836,508 against the purchased goodwill of $2,061,120.

During the year ended December 31, 2011, our goodwill impairment test indicated that future revenues from the acquisition of Bitzio, LLC would not support the carrying value of the associated goodwill.  We acquired Bitzio, LLC for its 4,000 mobile app roadmap which the Company plans to use in the future and for its key personnel.  However, a key criterion of the impairment test is historic operating performance.  Bitzio, LLC, as a recent start-up, had limited operating history at the time of acquisition.  As such, according to GAAP, we are required to record a goodwill impairment charge of $2,350,000.

Intangible Assets

In November 2011, we completed the purchase allocation related to the acquisition of Thinking Drone, Inc., which included a $611,461 adjustment to the fair value of acquired mobile applications and goodwill of $638,539.  The net carrying value of goodwill at December 31, 2011 and 2010 was $627,134 and $-0-, respectively.

Intangible assets include assets capitalized as a result of our acquisitions and the cost to acquire licenses for the media rights of sports and entertainment properties to create mobile apps.  The components of intangible assets were as follows:

	September 30,			December 31,
	2012			2011
Mobile App Portfolio (useful life – 3 years)	$	611,461		$	611,461
Software Development Costs (useful life – 3 years)		54,491			-
License rights (useful life – 3 years)		130,000			-
Less: Accumulated Depreciation		(181,902	)		(29,037	)
Intangible Assets, net	$	614,050		$	582,424

Amortization of intangible assets is computed using the straight-line method and is recognized over the estimated useful lives of the intangible assets.  Amortization expense was $152,865 and $nil for the nine months ended September 30, 2012 and 2011, respectively.

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BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 8 – RELATED PARTY TRANSACTIONS

Related party receivables

At September 30, 2012, the Company had an outstanding receivable balance of $nil (December 31, 2011 - $228,980) from related parties.

Related party payables

During the nine months ended September 30, 2012 the Company repaid $75,000 of related party notes payable, leaving an ending balance in related party payables of $351,870.

During the fiscal year ended December 31, 2011 the Company borrowed $27,000 in cash from related parties, and $5,000 in operating expenses were paid on behalf of the Company by a related party.  The Company also executed $500,000 in additional notes payable to finance the business acquisitions.  The Company also repaid $105,380 of notes payable and transferred $142 to accrued liabilities leaving $426,870 in related party payables and accrued interest of $3,740 at December 31, 2011.  The components of related party payables are summarized in the table below:

	Sept. 30,		December 31,
	2012		2011
Note payable to related parties, bearing interest at 5.25%, secured by the common stock of the Company, due on October 31, 2012		351,870		426,870
Total	$	351,870	$	426,870

NOTE 9 – CONVERTIBLE NOTES PAYABLE

On November 24, 2011, the Company completed a non-brokered private placement unit offering that raised $180,000 in gross proceeds, $50,000 of which was received from related parties.  Each $1,000 unit consisted of one 8.5% unsecured convertible note and 2,000 shares of the Company’s common stock.  The notes have a 12-month term and are convertible into common shares of the Company at a price of $0.10 per share at any time prior to the maturity date, which is November 23, 2012.  The notes require interest only payments on a quarterly basis.  On June 30, 2012, $100,000 of the convertible notes was converted into 1,000,000 common shares of the Company.

The convertible notes contain provisions that will allow the Company to force conversion, if the lowest daily closing bid price of the Company’s Common Shares for each of the sixty-five (65) trading days immediately preceding the redemption notice is not less than $1.50 per such Common Share; or the Company completes one or more offerings of its Common Shares or securities convertible into Common Shares at a price or conversion price, as the case may be, of not less than $1.50 per such Common Share and the gross proceeds from such offering(s) total not less than $5,000,000.  At December 31, 2011, the lenders had advanced $180,000 under this financing agreement, $50,000 of which was received from related parties.

The intrinsic value of the beneficial conversion feature and the debt discount associated with the equity issued in connection with the convertible debts were recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470.  The total initial beneficial conversion feature recorded for the convertible notes and on the equity equaled $125,874 and $54,126, respectively.  As of September 30, 2012, the Company has amortized $84,771 of the total outstanding debt discount leaving an unamortized debt discount of $11,982.

15

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 9 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

On December 8, 2011, the Company executed a convertible promissory note in the amount of $52,500.  The note bears interest at a rate of 8.0% per annum and has a maturity date of September 12, 2012.  Any amount of principal or interest not paid in full at maturity will bear an interest rate of 22 percent.  The convertible promissory note may be converted in whole or in part, at the option of the holder, to shares of common stock at any time following 180 days after the issuance date of the note.  The conversion price under the note is 59 percent multiplied by the market price (representing a 41 percent discount rate).  In June 2012, the note principal was fully repaid.  One half was paid in cash along with accrued interest of $1,007 and a prepayment premium of $13,125.  The other half of the note principal was repaid through the issuance of 171,750 shares of common stock of the Company.

On June 27, 2012, the Company executed a convertible promissory note in the amount of $73,500.  The note bears interest at a rate of 8.0% per annum and has a maturity date of March 29, 2013.  Any amount of principal or interest not paid in full at maturity will bear an interest rate of 22 percent.  The convertible promissory note may be converted in whole or in part, at the option of the holder, to shares of common stock at any time following 180 days after the issuance date of the note.  The conversion price under the note is 59 percent multiplied by the market price that is the average of the lowest three trading prices for the common stock during the ten trading day period prior to the conversion date. The total initial beneficial conversion feature recorded was $44,909. As of September 30, 2012, the Company has amortized $5,088 of the total outstanding debt discount leaving an unamortized debt discount of $39,821.

On September 6, 2012, for aggregate gross proceeds of $598,000, the Company issued secured convertible promissory notes (the “Convertible Notes”) and warrants to purchase common stock of the Company.  $300,000 of the gross proceeds was received from a related party.  The Convertible Notes accrue bear interest at a rate of 10% per annum and have a maturity date of September 6, 2013.  The conversion price is $0.15 per share.  In the event the Company sells shares of common stock at a price per share that is less than the conversion price then in effect (the "New Issue Price"), excluding issuances under a board approved equity incentive plan or for bona fide services to officers and directors, immediately following such issuance, the conversion price then in effect shall be reduced to a price that is equal to the New Issue Price.  The Convertible Notes are secured by a first priority interest in all of the Company's right, title, interest, claims and demands in and to certain property, including all accounts, chattel paper, deposit accounts and cash, documents, equipment, general intangibles, goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights and proceeds from or related to each of the foregoing in accordance with the terms and conditions of a Security Agreement dated as of September 6, 2012.  The Warrants are exercisable by the holder at any time prior to two years from the date of issuance at an exercise price of $0.30 per share.  The Company has issued Warrants to purchase an aggregate of 7,979,333 shares of common stock of the Company in connection with the Convertible Notes. The Company determined the notes qualified for derivative liability treatment under ASC 814-40. The Company recorded an initial derivative liability of $462,557 and a debt discount of $598,000 on the origination date of the note. As of September 30, 2012, the Company has amortized $39,322 of the total outstanding debt discount leaving an unamortized debt discount of $558,678.

On September 7, 2012, as consideration for amounts owed of $23,422, the Company issued an unsecured convertible promissory note bearing interest at a rate of 10% per annum and having a maturity date of September 7, 2013.  The conversion price is equal to seventy five percent (75%) of the closing bid price for the Common Stock on the trading day immediately preceding the conversion.  The total initial beneficial conversion feature recorded was $7,807.  As of September 30, 2012, the Company has amortized $492 of the total outstanding debt discount leaving an unamortized debt discount of $7,315.

16

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 9 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

The components of convertible notes payable are summarized in the table below:

	Sept. 30,			December 31,
	2012			2011
Notes payable to a unrelated parties, bearing interest at 8.5%, unsecured, convertible into shares of common stock, due on November 23, 2012	$	80,000		$	130,000
Note payable to a related party, bearing interest at 8.5%, unsecured, convertible into shares of common stock, due on November 23, 2012		-			50,000
Note payable to an unrelated party, bearing interest at 10%, secured, convertible into shares of common stock, due on September 6, 2013		298,000			-
Note payable to a related party, bearing interest at 10%, secured, convertible into shares of common stock, due on September 6, 2013		300,000			-
Note payable to an unrelated party, bearing interest at 8.5%, secured by the common stock of the Company, convertible into shares of common stock, due on March 29, 2013		73,500			-
Note payable to an unrelated party, bearing interest at 10%, unsecured, convertible into shares of common stock, due on September 7, 2013		23,422			-
Note payable to an unrelated party, bearing interest at 8%, secured by the common stock of the Company, convertible into shares of common stock, due on September 12, 2012		-			52,500
Unamortized beneficial conversion feature on issuance of convertible debt		(617,797	)		(161,755	)
Total	$	157,125		$	70,745

NOTE 10 – DERIVATIVE LIABILITY

Effective July 31, 2009, the Company adopted ASC Topic No. 815-40 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. These debts are convertible at the holder’s option at 59% of the average of the lowest three trading prices during the 10 days prior to conversion according to different note agreemnts. The number of shares issuable upon conversion of these debts are limited so that the Holder’s total beneficial ownership of our common stock may not exceed 4.99% of the total issued and outstanding shares.

The exercise price of these warrants are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced.  As a result, the Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

17

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 10 – DERIVATIVE LIABILITY (CONTINUED)

ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item.  The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with the above convertible debts.  At September 30, 2012, the Company revalued the conversion features using the following assumptions: stock price of $0.15, exercise price of $0.07, dividend yield of zero, years to maturity of 0.93 years, risk free rate of 0.17 percent, and annualized volatility of 162 percent and determined that, during the nine months ended September 30, 2012, the Company’s derivative liability decreased by $185,118 to $277,460. The Company recognized a corresponding loss on derivative liability in conjunction with this revaluation.

NOTE 11 – PREFERRED STOCK

The Company is authorized to issue 25,000,000 shares of preferred stock, of which 2,500,000 shares are designated as series A convertible redeemable preferred stock with a par value of $0.001.  As of September 30, 2012 and December 31, 2011, there were 5,343,120 and -0- shares of series A convertible redeemable preferred stock issued and outstanding, respectively.  The shares have the following provisions:

Dividends

Series A convertible redeemable shares have no dividend rights.

Liquidation Preferences

In the event of liquidation, following the sale or disposition of all or substantially all of the Company’s assets, the holders of the Series A Convertible Redeemable Preferred Stock shall be entitled to receive, an amount equal to the per share price of the stock ($0.0025 per share) plus all declared and unpaid dividends.  

Voting Rights

Series A convertible redeemable shares have no voting rights.

Conversion

Each share of series A convertible redeemable preferred stock is convertible, at the option of the holder, at any time within four years of issue, and upon payment of $0.40 per share, into two fully paid and non-assessable shares of the Company’s common.

Redemption

At any time after four years of issuance, the Company may redeem, at the discretion of the Board of Directors, any or all of the series A convertible redeemable preferred stock for the per share price of the stock ($0.0025 per share).

Preferred Stock Activity for the Nine Month Period Ended September 30, 2012

On January 2, 2012, the Company issued 2,043,120 Series A Convertible Redeemable Preferred Stock at purchase price of $0.0025 per share for $5,108.

On June 4, 2012, the Company issued 3,300,000 Series A Convertible Redeemable Preferred Stock as consideration for the purchase of all of the outstanding shares of ACT Smartware GmbH (see Note 5).

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BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 12 – COMMON STOCK

The Company has authorized 250,000,000 shares of $0.001 par value per share Common Stock, of which 66,538,869 and 50,018,625 shares were issued outstanding as of September 30, 2012 and December 31, 2011.  The activity surrounding the issuances of the Common Stock is as follows: 

Nine Months Ended September 30, 2012

During the nine months ended September 30, 2012, the Company issued 1,171,750 shares of common stock at $0.13 per share upon the conversion of $152,500 of outstanding convertible debentures.  The Company issued 1,800,000 shares of common stock and warrants for net cash proceeds of $450,000 at $0.25 per share. The Company has allocated $180,550 of the total $450,000 net cash proceeds to the value of the warrants.  The Company issued 3,606,048 shares of common stock for services rendered to the Company valued at $748,814, based on the market price of the stock on the date of issuance.  The Company issued 744,000 shares of common stock and warrants to satisfy stock subscriptions obligations outstanding at December 31, 2011.

During the nine months ended September 30, 2012, the Company issued 1,698,446 shares of common stock issued in advance of services.  The value of $491,233 was based on the market price on the date of issuance.  The value of these shares has been capitalized and will be recognized in expenses over the life of the agreements under which they were issued.

On May 23, 2012, the Company agreed to issue 6,500,000 shares of common stock as consideration for the purchase of 100 percent of the outstanding shares of Motion Pixel Corporation Holdings (see Note 5).

On September 6, 2012, the Company agreed to issue 1,000,000 shares of common stock as performance consideration for the mobile app licensing rights from the NFLPA.

Fiscal Year Ended December 31, 2011

During the fiscal year ended December 31, 2011, the Company issued 2,500,000 shares of common stock for net cash proceeds of $250,000 at $0.10 per share and 360,000 shares of common stock for cash and convertible notes payable of $180,000, of which $50,000 was received from related parties.  The Company issued 1,761,000 shares of common stock for services rendered to the Company valued at $513,731, based on the market price of the stock on the date of issuance.  The Company issued a total of 10,000,000 shares of common stock valued at $3,100,000 based on the market price of the stock on the date of issuance, and options to purchase 1,000,000 shares of common stock valued at $513,150 to acquire three wholly-owned subsidiaries, one of which was completed on January 10, 2012.

During the fiscal year ended December 31, 2011, the Company issued 2,397,625 shares of common stock issued in advance of services.  The value being based on the market price on the date of issuance valued at $431,573.  The value of these shares has been capitalized and will be recognized in expenses over the life of the agreements under which they were issued.  The Company also received $186,000 in cash for stock subscriptions payable.  As of the date of this report, the Company has satisfied its obligations relating to the stock subscriptions payable through the issuance of 744,000 shares of common stock and warrants at $0.25 per share.

19

BITZIO, INC.

 Notes to Condensed Consolidated Financial Statements

September 30, 2012 (Unaudited)

NOTE 13 – STOCK OPTIONS AND WARRANTS

The following table summarizes all stock option and warrant activity for the nine months ended September 30, 2012:

	Shares			Weighted average exercise Price Per Share
Outstanding, December 31, 2011		19,648,462		$	0.34
Granted		15,247,333			0.33
Exercised		-			-
Forfeited		(7,053,846	)		0.33
Expired		-			-
Outstanding, September 30, 2012		27,841,949		$	0.33
Exercisable at September 30, 2012		25,111,949		$	0.34

The following table discloses information regarding outstanding and exercisable options and warrants at September 30, 2012:

	Outstanding						Exercisable
Range of Exercise Prices	Number of  Option Shares		Weighted- Average Exercise Price		Remaining Weighted- Average Contractual Term (Years)		Number of  Option Shares		Weighted-average Exercise Price
$0.20 – $0.25		4,730,000	$	0.23		4.3		2,000,000	$	0.20
$0.26 – $0.30		8,473,333		0.30		2.1		8,473,333		0.30
$0.31 – $0.35		2,024,616		0.33		4.2		2,024,616		0.33
$0.36 – $0.40		10,814,000		0.38		3.7		10,814,000		0.38
$0.41 – $0.50		1,800,000		0.50		0.6		1,800,000		0.50
		27,81,949	$	0.33		3.1		25,111,949	$	0.36

In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows:

	September 30, 2011
Expected term of options granted	5 years
Expected volatility range		211 – 229	%
Range of risk-free interest rates		0.81 – 1.80	%
Expected dividend yield		0	%

Stock-based compensation expense associated with stock options issued during the nine months ended September 30, 2012, and 2011 was $925,685 and $5,298,046, respectively.

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no other material subsequent events to report.

NOTE 14 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no other material subsequent events to report.

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Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Summary Overview

Bitzio, Inc. ("Bitzio" or the "Company") is a leading mobile media and app development company focused on connecting fans of large entertainment and sports properties with the players, celebrities and teams they love. What makes Bitzio really different is our approach. Most app companies build first and hope the audience will come. Bitzio licenses media rights of sports and entertainment properties that already have millions of existing fans.  We then leverage these rights to create mobile apps and web experiences for these existing fan bases.

The mobile applications market is growing rapidly - experts predict 100% annual growth driving revenue from $10.2 billion in 2010 to $100 billion in 2015. Bitzio is uniquely positioned to address this growth market by offering superior quality apps for existing communities of fans.  By leveraging media rights to deliver relevant experiences we allow fans to deepen their engagement with their favorite clubs and star players.  We allow fans to get in the game with the stars they love, while we collect powerful analytical information for targeted cross selling, which is extremely attractive to advertisers and sponsors.

We believe that the combination of those tangible assets, our approach and our experienced management team increases our likelihood of execution and we aim to be responsible for the download of 1 billion apps by 2014.

Acquisitions

On July 27, 2011, we acquired Bitzio Corp., a developer of mobile applications for smartphones, which is now operated as Bitzio Mobile Apps, Inc. Bitzio Mobile Apps has developed over 140 mobile applications with over 650,000 downloads in total and is in the process of developing 4,000 additional mobile applications. The company was founded by Amish Shah in November 2010 and generated application download revenue in its first month of operation.

On November 9, 2011, we acquired Thinking Drone, Inc., a developer of iPhone and Android apps under the “Free the Apps” brand. Founded in 2009, Free the Apps has created many highly successful apps, including "Top 10" overall apps featured in iTunes App Store. Their success is not only creating top revenue generating apps but also using that acumen to help other developers get the visibility their apps need in the crowded mobile apps space. Using proven strategies, Free the Apps provides developers with social and online solutions to get their apps in a “top” list and extend their reach to extensive customer base. With almost 40 million downloads and counting, some of Free the Apps highly successful free apps includes Convert Units for Free and Crop for Free.

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On January 10, 2012, we acquired DigiSpace Solutions, LLC, an online performance-based advertising company offering a variety of services to assist in the development of a company’s online presence, marketing, tracking and customer management.  It provides proprietary web technologies to power online strategies and solutions.

On May 23, 2012, the Company and Motion Pixel Corporation Holdings entered into a share purchase agreement pursuant to which the Company acquired all of the issued and outstanding member’s equity in exchange for 6,500,000 shares of the Company's common stock valued at $2,145,000.

On June 4, 2012, the Company and ACT Smartware GmbH entered into a share purchase agreement pursuant to which the Company Bitzio, Inc. acquired all of the issued and outstanding member’s equity in exchange for 3,300,000 Series A Convertible Redeemable Preferred shares of the Company valued at $2,084,231.

On August 31, 2012, Bitzio, Inc. entered into a sale agreement wherein Bitzio, Inc. disposed of the assets and liabilities related to its information productions division.  The accounting loss on disposal was $558,287 (see Note 6).

Recent Events

Compromise andSettlement Agreement

On August 15, 2012, the Company entered into a Compromise and Settlement Agreement and General Release (the "Settlement Agreement"), by and among the Company, Amish Shah ("Shah") and Dvaraka Marketing, LLC, a California limited liability company ("Dvaraka", and together with Shah, the "Shah Parties") pursuant to which the Company and the Shah Parties agreed to settle all past, present and future claims against each other related to certain disputes (the "Disputes") which had arisen in connection with the terms, conditions, and performance of that certain Consulting Agreement, dated December 1, 2011, by and between Dvaraka and the Company (the "Consulting Agreement") and the acquisition (the "Digispace Acquisition") of all of the issued and outstanding equity interests of Digispace Solutions, LLC ("Digispace") by the Company.  As set forth in the Settlement Agreement, the Company and the Shah Parties agreed to release and discharge each other from all claims, actions, suits, obligations, indemnitees and liabilities of any kind or nature, except with respect to the representations, warranties and obligations under the Settlement Agreement (the "Release").

In addition to the Release, the Company and the Shah Parties also agreed to (1) terminate the Consulting Agreement; (2) terminate that certain Option Agreement, dated September 30, 2011, by and between the Company and Shah, executed in connection with the Digispace Acquisition pursuant to which Shah was granted an option to purchase 500,000 shares of common stock of the Company; (3) consummate the transactions contemplated by that certain (i) Agreement, dated August 31, 2012, by and among the Company and the Shah Parties (the "Shah Agreement"); (ii) Asset Purchase Agreement, dated August 31, 2012, between the Company and Dvaraka (the "TAC Purchase Agreement"), pursuant to which the Company agreed to sell and Dvaraka agreed to acquire certain assets of the Company related to the  informational product identified as "The App Code" and a platform that allows users to create mobile applications (the "TAC Business"); and (iii) Asset Purchase Agreement, dated August 31, 2012, among Digital Solutions, Inc., a California corporation ("Digital Solutions"), the Company and Dvaraka (the "Digital Solutions Purchase Agreement") pursuant to which the Company agreed to sell and  Dvaraka agreed to acquire all of the Company's right, title and interest in certain assets, including but not limited to, the intellectual property rights, trade names, marks, domain names, websites and related goodwill owned and used by the Company in connection with the operation of Digispace (the "Digispace Business"), and assume certain liabilities of the Company.  The Shah Agreement, TAC Purchase Agreement and Digital Solutions Purchase Agreement are each specifically described below.  Pursuant to the terms of the Settlement Agreement, Shah resigned as an officer and director of the Company and any subsidiary of the Company.

Shah Agreement

In connection with the terms and conditions of the Shah Agreement, (1) Shah (or a designee) acquired certain assets and liabilities of the Company associated with the Digispace Business, pursuant to the terms and conditions of the Digital Solutions Purchase Agreement; (2) Shah (or a designee) acquired certain assets related to the TAC Business pursuant to the terms and conditions of the TAC Purchase Agreement; (3) the Company and the Shah Parties waived any legal actions each may have against the other in connection with representations as to the liabilities of the Company under the purchase agreement related to the Digispace Acquisition and the Option Agreement; (4) the Company granted Shah a perpetual, non-resellable, non-transferrable, non-sublicensable, royalty free-license to use the Company's Apwall and Adwall; and (5) the Consulting Agreement was terminated.

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TAC Purchase Agreement

In consideration for the consummation of the transactions set forth in the Shah Agreement and the Settlement Agreement, and pursuant to the terms and conditions of the TAC Purchase Agreement, Dvaraka acquired all of the Company's right, title and interest in the intellectual property rights, trade names, marks, domain names, websites and related goodwill owned and used by the Company in connection with the TAC Business (the "TAC Business Assets").  The TAC Business Assets were acquired free and clear of all liabilities and any collections, payments or reimbursements received by Dvaraka after the closing of the sale of the TAC Business Assets in connection with sales or orders placed prior to the closing of the transactions set forth in the TAC Purchase Agreement and related to the TAC Business are required to be delivered to the Company, promptly following receipt by Dvaraka. Any collections, payments or reimbursements received by Dvaraka after the closing of the sale of the TAC Business Assets in connection with sales or orders placed following the closing of the sale of the TAC Business Assets and related to the TAC Business shall be retained by Dvaraka.

Digital Solutions Purchase Agreement

As additional consideration for the consummation of the transactions set forth in the Shah Agreement and the Settlement Agreement and pursuant to the terms and conditions of the Digital Solutions Purchase Agreement, Dvaraka acquiredthe Company's right, title and interest in certain  intellectual property rights, trade names, marks, domain names, websites and related goodwill owned and used by the Company and certain existing contracts and relationships of the Company with vendors, dealers, buyers and customers in connection with the Digispace Business and assumed certain specified liabilities related to the Digispace Business.

Going Concern

As a result of our financial condition, our auditors have indicated in a footnote to our financial statements of September 30, 2012 describing the uncertainty as to our ability to continue as a going concern.  In order to continue as a going concern we must effectively balance many factors and begin to generate revenue so that we can fund our operations from our sales and revenues.  If we are not able to do this we may not be able to continue as an operating company.  At our current revenue and burn rate, our cash on hand will last approximately seven months.  However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.

Nine months ended September 30, 2012 and 2011

Results of Continuing Operations

Introduction

Our revenues from continuing operations for the nine months ended September 30, 2012 were $519,591, compared to 3,104 for the nine months ended September 30, 2011.  We had very little operations in the first nine months of fiscal 2011, and thus comparisons between 2012 and 2011 are dramatic.  In the three months ended December 31, 2011, our revenues were $154,579.

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Revenues and Net Operating Income (Loss)

Our revenues, operating expenses, and net loss from continuing operations for the nine months ended September 30, 2012 and 2011 were as follows:

	Nine months ended			Nine months ended
	September 30,			September 30,			Increase /
	2012			2011			(Decrease)
Revenue	$	519,591		$	3,104		$	16,639	%
Operating expenses:
Professional fees		3,329,505			62,422			5,234	%
Executive compensation		127,500			1,141,576			(89	)%
General and administrative		418,151			4,591,474			(91	)%
Impairment of goodwill		(3,981,508	)		(2,350,800	)		69	%
Total operating expenses		7,856,664			8,146,272			(33	)%
Loss from continuing operations		(7,337,073	)		(8,143,168	)		(42	)%
Other expense		(293,719	)		(746	)		39,273	%
Taxes		-			-			N/A
Net loss from continuing operations		(7,630,792	)		(8,143,914	)		(6	)%
Loss on disposal of subsidiary		(558,287	)		-			N/A
Discontinued operations		(591,236	)		-			N/A
Net loss	$	(8,780,315	)	$	(8,143,914	)		8	%

Revenues

For the nine months ended September 30, 2012, we had revenues of $519,591 from continuing operations, compared to $3,104 for the nine months ended September 30, 2011.  The increase in revenues is a result of the four completed corporate acquisitions starting in July 2011.  Our revenues are derived from the sale of software and mobile applications.

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Operating Expenses

Our operating expenses from continuing operations consisted of professional fees of $3,329,505, executive compensation of $127,500, and general and administrative expenses of $418,151.  At the end of June 2012, certain executives agreed to waive $540,000 of earned and unpaid compensation for the nine months ended September 30, 2012.  In addition, certain executives agreed to forfeit 6,553,846 stock options that were previously charged to operations at a valuation of $2,576,727.

In order to manage our cashflow, the Company uses its common stock as consideration in certain transactions.  Professional fees include $925,685 (2011 - $5,298,046) of non-cash stock option compensation.  In order to attract and retain highly skilled staff for a start-up company in the highly competitive mobile applications industry, we offered stock options at a level necessary to ensure that key skilled resources were retained to meet early development milestones.  As we achieve milestones and profitability, it is expected that use of equity incentives will decrease significantly.  Certain professional fees totaling $1,442,768 were paid through the issuance of common stock of the Company.

Impairment of Goodwill

During the nine months ended September 30, 2012, our goodwill impairment test indicated write-downs would be required for our two latest acquisitions.   Goodwill impairment is calculated as the difference between the fair value of the assets and liabilities of the reporting unit, including the carrying value of its goodwill, to the reporting unit’s fair value, measured by an income approach utilizing projected discounted cash flows.

MPC was a recently incorporated company formed by executives with a variety of experience in the entertainment and technology industries.  We acquired MPC for its high-end media and animation capabilities.  We also plan to secure digital rights to animated versions of the world-renowned athletes and stars with which MPC has relationships.  However, a key criterion of the impairment test is historic operating performance.  MPC, the legal entity, had limited operating history at the time of acquisition.  As such, according to GAAP, we are required to record a goodwill impairment charge of $2,145,000.

ACT Smartware is a European company with a stable profitable history in the software and mobile apps sector.  In addition, their talented principals bring a high-level of innovation and talent to Bitzio.  However, despite the international expansion, added talent, stable earnings history, and early mobile app portfolio, we applied a conservative approach of the goodwill impairment test focused on historic operating performance.  Accordingly, we recorded a goodwill impairment charge of $1,836,508 against the purchased goodwill of $2,061,120.

During the nine months ended September, 2011, our goodwill impairment test indicated that future revenues from the acquisition of Bitzio, LLC would not support the carrying value of the associated goodwill.  We acquired Bitzio, LLC for its 4,000 mobile app roadmap that the Company plans to use in the future and for its key personnel.  However, a key criterion of the impairment test is historic operating performance.  Bitzio, LLC, as a recent start-up, had limited operating history at the time of acquisition.  As such, according to GAAP, the Company was required to record a goodwill impairment charge of $2,350,800.

Loss from Operations

Our loss from continuing operations was $7,630,792 for the nine months ended September 30, 2012, compared to a loss from operations of $8,143,168 for the nine months ended September 30, 2011.

Other Expense

We had interest expense, debt discount amortization and other financing costs of $478,837 for the nine months ended September 30, 2012, compared to $746 for the nine months ended September 30, 2011. Offsetting the financing costs was a gain on derivative liability revaluation of $185,118.

On August 31, 2012, we disposed of the net assets of the information productions divisions resulting in an accounting loss of $558,287.  For the eight months ending August 31, 2012, the division incurred a $591,236 loss.

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Net Loss

Our net loss for the nine months ended September 30, 2012 was $8,780,315, compared to a net loss of $8,143,914 for the nine months ended September 30, 2011.  The net loss in both periods included several significant unusual and non-cash charges for goodwill impairment, stock option compensation expense of, depreciation, convertible debenture accounting charges, discontinued operations, and professional fees paid with stock.  Excluding these unusual and non-cash items, our net loss for the nine months ended September 30, 2012 was $823,749 as compare to a net loss of $298,584.

Subsequent events

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no other material subsequent events to report.

Non-GAAP Financial Measures

We monitor our performance as a business using adjusted EBITDA, a non-GAAP financial measure.  We define Adjusted EBITDA as net income (loss) before financing costs, provision for income taxes, depreciation and amortization, stock-based compensation expense, stock-based service payments, restructuring expenses and asset impairments. Adjusted EBITDA is not a measure of liquidity calculated in accordance with U.S. GAAP, and should be viewed as a supplement to, not a substitute for, our results of operations presented on the basis of U.S. GAAP.  Adjusted EBITDA do not purport to represent cash flow provided by, or used in, operating activities as defined by U. S. GAAP.  Our statement of cash flows presents our cash flow activity in accordance with U.S. GAAP.  Furthermore, Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by other companies.

A reconciliation of Adjusted EBITDA to net income (loss) from continuing operations for the nine months ended September 30, 2012 follows:

	Nine months ended			Nine months ended
	Sept. 30, 2012			Sept. 30, 2011
Net loss	$	(8,780,315	)	$	(8,143,914	)
Impairment of goodwill		3,981,508			2,350,800
Stock-based compensation expense		925,685			5,298,046
Stock-based service payment		1,442,768			195,228
Financing costs and debt discount amortization, net		293,719			746
Depreciation and amortization		163,363			510
Loss on disposal of division		558,287			-
Discontinued operations loss		591,236			-
Adjusted EBITDA	$	(823,749	)	$	(298,584	)

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We believe Adjusted EBITDA is used by and is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We believe that:

·   EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired; and

·   investors commonly use Adjusted EBITDA to eliminate the effect of restructuring and stock-based compensation expenses, which vary widely from company to company and impair comparability.

We use Adjusted EBITDA:

·   as a measure of operating performance to assist in comparing performance from period to period on a consistent basis;

·   as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; and

·   in communications with the board of directors, stockholders, analysts and investors concerning our financial performance.

Liquidity and Capital Resources

Introduction

Our principal needs for liquidity have been to fund operating losses, working capital requirements, acquisitions, and debt service.  Our principal source of liquidity as of September 30, 2012 consisted of cash of $199,759.  We expect that working capital requirements and acquisitions will continue to be our principal needs for liquidity over the near term. Working capital requirements are expected to increase as a result of our anticipated growth, both organically and through future acquisitions.

We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern.  Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable.  If we are unable to obtain adequate capital, we could be forced to cease operations.  Management's plan is to obtain such resources from management and significant shareholders sufficient to meet our minimal operating expenses and to seek equity and/or debt financing.  However management cannot provide any assurances that we will be successful in accomplishing any of our plans.

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2012 and December 31, 2011, respectively, are as follows:

	September 30,		December 31,
	2012		2011		Change
Cash	$	199,759	$	181,725	$	18,034
Total Current Assets		476,833		1,553,595		(1,076,762	)
Total Assets		1,928,623		2,763,153		(834,530	)
Total Current Liabilities		1,219,408		829,024		390,384
Total Liabilities		1,219,408		829,024		390,384

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Our cash increased from $181,725 as of December 31, 2011 to $199,759 as of September 30, 2012 as a result of our financing activities.  Total current assets decreased as prepaid acquisition costs at December 31, 2011 were re-classified to intangible assets upon the successful completion of the acquisition of Digispace Solutions, LLC on January 10, 2012.  Our liabilities have increased as we successfully issued $694,922 of convertible notes.

Cash Requirements

We had cash available as of September 30, 2012 of $199,759.  Based on our current revenues, cash on hand, and our current net monthly burn rate of around $94,000, we will need to continue to raise money from the sales of our securities to fund operations.

Sources and Uses of Cash

Operations

Our net cash used in operating activities was $1,034,394 for the nine months ended September 30, 2012, compared to $210,933 for the nine months ended September 30, 2011.  The increased use is a result of the activities to develop our mobile applications and obtain media license rights.

For the nine months ended September 30, 2012, our net cash used in operating activities consisted of our net loss of $8,780,315, offset primarily by goodwill impairment of $3,981,508, stock options issued for services of $925,685, depreciation of $163,363, net convertible debenture accounting charges of $252,226, accounting loss on division disposal of $558,287 and common shares issued for services of $1,442,768.

Investments

Our net cash provided by investing activities was $7,088 for the nine months ended September 30, 2012, compared to $nil for the nine months ended September 30, 2011.

Financing

Our net cash provided by financing activities was $1,048,780 for the nine months ended September 30, 2012, compared to $197,427 for the nine months ended September 30, 2011.

For the nine months ended September 30, 2012, our net cash provided by financing activities consisted primarily of proceeds from the sale of common stock of $450,000, the issuance of convertible notes of $694,922 and the proceeds from the sale of preferred stock of $5,108, offset in part by repayments on notes payable to related parties of $75,000 and repayment of other debt of $26,250.

Contractual obligations and other commitments

We have no commitments under operating leases or rental agreements.

Off-balance sheet arrangements

As of September 30, 2012, 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 resources that are material to investors.

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Critical accounting policies and estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.

The following critical accounting policies are those accounting policies that, in our view, are most important in the portrayal of our financial condition and results of operations. Our critical accounting policies and estimates include those involved in recognition of revenue, business combinations, valuation of goodwill, valuation of long-lived and intangible assets, provision for income taxes, and accounting for stock-based compensation. Note 3 to our financial statements included elsewhere in this annual report on Form 10-K provides additional information about these critical accounting policies, as well as our other significant accounting policies.

Revenue Recognition

We derive our revenues from the sale of software and mobile applications through various platforms.  We recognize revenue when all of the following conditions are satisfied: (i) there is persuasive evidence of an arrangement; (ii) delivery of the product or provision of the service has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured.

Mobile phone applications are sold using multiple platforms. Each platform handles the sale, distribution or download, as well as the collection and remittance of payment for the company. We recognize mobile application revenue net of the amounts retained by the platform companies. There is no warranty or money-back guarantee related to the sale of mobile phone applications, therefore no deferred revenue or allowance for sales returns has been recorded.

Business acquisitions

Business acquisitions are accounted for under the purchase method of accounting. Under that method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of the acquisition, with any excess of the cost of the acquisition over the estimated fair value of the net tangible and intangible assets acquired recorded as goodwill. We make significant judgments and assumptions in determining the fair value of acquired assets and assumed liabilities, especially with respect to acquired intangibles. Using different assumptions in determining fair value could materially impact the purchase price allocation and our financial position and results of operations. Results of operations for acquired businesses are included in the consolidated financial statements from the date of acquisition.

Goodwill

Goodwill represents the excess of the purchase price of an acquired enterprise or assets over the fair value of the identifiable net assets acquired.  We test goodwill for impairment in each quarter of the year, and whenever events or changes in circumstances arise during the year that indicate the carrying amount of goodwill may not be recoverable.  In evaluating whether an impairment of goodwill exists, we first compare the estimated fair value of a reporting unit against its carrying value. If the estimated fair value is lower than the carrying value, then a more detailed assessment is performed comparing the fair value of the reporting unit to the fair value of the assets and liabilities plus the goodwill carrying value of the reporting unit.  If the fair value of the reporting unit is less than the fair value of its assets and liabilities plus goodwill, then an impairment charge is recognized to reduce the carrying value of goodwill by the difference.  The gross amount of goodwill at September 30, 2012 was $7,106,355 (December 31, 2011 - $2,977,934) with accumulated impairment of $6,332,308 (December 31, 2011 - $2,350,800).  The net amount of goodwill at September 30, 2012 was $774,047 (December 31, 2011 - $627,134).

During the nine months ended September 30, 2012, we recorded an impairment charge totaling $3,981,508 related to purchased goodwill whose carrying amount exceeded its implied fair value (December 31, 2011 - $2,350,800).

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Long-Lived Assets

Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable from the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

Property and equipment are recorded at historical cost less accumulated depreciation, unless impaired. Depreciation is charged to operations over the estimated useful lives of the assets using the straight-line. Upon retirement or sale, the historical cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. Expenditures for repairs and maintenance are charged to expense as incurred.

Income Taxes

We utilize the balance sheet method of accounting for income taxes. Accordingly, we are required to estimate our income taxes in each of the jurisdictions in which we operate as part of the process of preparing our consolidated financial statements. This process involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Due to the evolving nature and complexity of tax rules, it is possible that our estimates of our tax liability could change in the future, which may result in additional tax liabilities and adversely affect our results of operations, financial condition and cash flows.

Stock-based compensation

We measure and recognize stock-based compensation expense using a fair value-based method for all share-based awards made to employees and nonemployee directors, including grants of stock options and other stock-based awards. The application of this standard requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price volatility and expected option lives to value equity-based compensation. We recognize stock compensation expense using a straight-line method over the vesting period of the individual grants.

Recent accounting pronouncements

The Company has evaluated recent pronouncements and does not expect their adoption to have a material impact on the Company’s financial position, or statements.

Item 3.      Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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Item 4.     Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of 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, or the Exchange Act, as of September 30, 2012, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2012, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below with respect to our internal control over financial reporting.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Internal Control Over Financial Reporting

1.           We do not have written documentation of our internal control policies and procedures.  Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2.           We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.  Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1.      Legal Proceedings.

There are presently no pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject and no such proceedings are known to the Company to be threatened or contemplated against it.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A.   Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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

Convertible Promissory Note

On June 27, 2012, the Company issued a convertible promissory note in the principal amount of $73,500 to Asher Enterprises, Inc. The note bears interest at a rate of 8.0% per annum and has a maturity date of March 29, 2013. Any amount of principal or interest not paid in full at maturity will bear an interest rate of 22%. The convertible promissory note may be converted in whole or in part, at the option of the holder, to shares of common stock at any time following 180 days after the issuance date of the note. The conversion price under the note is 59% multiplied by the market price which is the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest trading day prior to the conversion date. The description of the convertible promissory note described herein is intended to be a summary only and is qualified in its entirety by the terms and conditions of the convertible promissory note in the name of Asher Enterprises, Inc. attached hereto as Exhibit 4.1.The note was issued in connection with the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the "Securities Act") in that the Company did not engage in any general solicitation or advertisement in connection with the offering of the securities.

Convertible Note Financing

On September 12, 2012 (the "Closing Date"), for aggregate gross proceeds of $598,000 (which amounts were advanced to the Company on various dates beginning on May 31, 2012 through the Closing Date) and  pursuant to the terms of a Note Purchase Agreement (the "Note Purchase Agreement"), the Company issued and sold  to seven accredited investors (1) secured convertible promissory notes (the "Convertible Notes") in an aggregate principal amount of $598,000 and (2) warrants to purchase the number of shares of common stock equal to two times the number of shares of common stock of the Company issuable upon the conversion of the Convertible Notes (the "Warrants").  The Convertible Notes accrue interest at a rate of 10% per annum and are due and payable on the earlier of (a) one year from the date of issuance; (b) the occurrence of an event of default ("Event of Default") or (c) immediately prior to a Change of Control (as defined in the Convertible Note), in each case unless otherwise determined by the election of holders holding notes representing at least fifty-one percent (51%) of the outstanding aggregate outstanding principal amount due under the Convertible Notes ("Majority in Interest").

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The Convertible Notes are convertible at the election of the holder into approximately 3,986,667 shares of common stock of the Company at a conversion rate of $0.15 per share (the "Conversion Price"). In the event the Company sells shares of common stock at a price per share that is less than the Conversion Price then in effect (the "New Issue Price"), excluding issuances under a board approved equity incentive plan or for bona fide services to officers and directors, immediately following such issuance, the Conversion Price then in effect shall be reduced to a price that is equal to the New Issue Price. The Convertible Notes are secured by a first priority interest in all of the Company's right, title, interest, claims and demands in and to certain property, including all accounts, chattel paper, deposit accounts and cash, documents, equipment, general intangibles, goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights and proceeds from or related to each of the foregoing   (the "Collateral") in accordance with the terms and conditions of a Security Agreement dated as of September 6, 2012 (the "Security Agreement").

The Warrants are exercisable by the holder two years from the date of issuance at an exercise price of $0.30 per share.  The Company has issued Warrants to purchase an aggregate of approximately 7,973,334 shares of common stock of the Company in connection with the Convertible Notes.

No commissions have been paid by the Company in connection with the sale of the Convertible Notes and Warrants. The Convertible Notes and Warrants were issued in reliance on the exemption from registration provided by Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended, in that the Company did not engage in any general advertisement or general solicitation in connection with the offering of the Units. 

The terms of the Convertible Note, Note Purchase Agreement, Warrant and Security Agreement described herein are intended to be a summary only and are qualified in their entirety by the terms and conditions of the form of Convertible Note, Note Purchase Agreement, Warrant and Security Agreement attached as exhibits to the Company's current report on Form 8-K filed on September 18, 2012 and incorporated herein by this reference.

Convertible Promissory Note 

On September 7, 2012, the Company issued an unsecured convertible promissory note to The Lebrecht Group, APLC, as consideration for amounts owed of $23,422.  The note bears interest at a rate of 10% per annum and has a maturity date of September 7, 2013.  The conversion price is equal to seventy five percent (75%) of the closing bid price for the Company's common stock on the trading day immediately preceding the conversion.  The terms of the convertible promissory note issued to The Lebrecht Group, APLC described herein are intended to be a summary only and is qualified in its entirety by the terms of the of the convertible promissory note attached hereto as Exhibit 4.3.

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Motion Pixel Corporation Holdings

The Company issued 2,730,000 options to purchase common stock at an exercise price of $0.25 per share to certain management and staff of Motion Pixel Corporation Holdings ("MPC"). 

The Company agreed to issue an aggregate of 2,326,996 shares of common stock to Latin America Futbol Corp. ("LAFC"), including (1) an aggregate of 1,326,996 shares of common stock in connection with accrued expenses having a value of $331,749 and an (2) an aggregate of 1,000,000 shares of common stock in connection with an advance  against the signing of a definitive license agreement with certain parties in accordance with the terms and conditions of a Consulting Agreement, dated May 23, 2012 LAFC (the "LAFC Consulting Agreement") by and between Bitzio Studios, Inc., a subsidiary of the Company and LAFC.  The shares of common stock were issued in connection with the exemption from registration provided by Section 4(2) of the Securities Act in that the Company did not engage in any general solicitation or advertisement in connection with the offering of the securities.

Common Stock issued for Services Rendered

The Company agreed to issue approximately 938,108 shares of common stock, which number is subject to adjustment, to our legal counsel as consideration for legal services rendered valued at $140,716.  The shares of common stock were issued in connection with the exemption from registration provided by Section 4(2) of the Securities Act in that the Company did not engage in any general solicitation or advertisement in connection with the offering of the securities.

During the third quarter ended September 30, 2012, the Company agreed to issue an aggregate of 1,088,944 shares of common stock in connection with certain consulting, advisory and management services provided with an aggregate value of $280,939. The shares of common stock were issued in connection with the exemption from registration provided by Section 4(2) of the Securities Act in that the Company did not engage in any general solicitation or advertisement in connection with the offering of the securities.

Item 3.      Defaults Upon Senior Securities.

None.

Item 4.     Mine Safety Disclosure.

Not applicable.

Item 5.     Other Information.

The information set forth in Item 2 herein is incorporated herein by this reference.

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Item 6.     Exhibits.

(a)  Exhibits required by Item 601 of Regulation S-K.

Exhibit No.	Description
3.1	Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the registrant’s Form 10-SB filed with the Securities and Exchange Commission on December 19, 2005).
3.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Company's Form 8-K filed on May 23, 2012).
3.3	Bylaws (incorporated by reference from Exhibit 3.2 to the registrant’s Form 10-SB filed with the Securities and Exchange Commission on December 19, 2005).
4.1	Convertible Promissory Note, dated June 27, 2012 issued to Asher Enterprises, Inc.
4.2*	Form of Convertible Promissory Note issued to investors.
4.3	Convertible Promissory Note, dated September 7, 2012 issued to The Lebrecht Group, ALPC.
10.1*	Compromise and Settlement Agreement and General Release, dated August 15, 2012.
10.2*	Agreement, dated August 31, 2012.
10.3*	Asset Purchase Agreement, dated August 31, 2012, between the Company and Dvaraka Marketing, LLC.
10.4*	Asset Purchase Agreement, dated August 31, 2012, between the Company, Dvaraka Marketing, LLC and Digital Solutions, Inc.
10.5*	Note Purchase Agreement, dated September 6, 2012.
10.6*	Form of Warrant
10.7*	Security Agreement, dated September 6, 2012
31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.
31.2	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.
32.1	Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

____________

*	Filed as an exhibit to the Company's Form 8-K filed with the Securities and Exchange Commission on September 18, 2012 and incorporated herein by this reference.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements 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.

	BITZIO, INC.
Dated: November 16, 2012	By:	/s/ Peter Henriccson
		Peter Henricsson
		Chief Executive Officer
		Principal Executive Officer
	By:	/s/ Robert W. Garnett
		Robert W. Garnett
		Chief Financial Officer
		Principal Accounting Officer
		Principal Financial Officer

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