10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

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

For the quarterly period ended JANUARY 31, 2012

OR

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

For the transition period from _______ to _______

Commission File Number 0-53359

WEBDIGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	11-3820796
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3445 Zenith Ave So., Minneapolis, MN

(Address of Principal Executive Offices)

(612) 767-3854

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed from 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 ¨No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ¨ Yes  x No

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

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

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

As of May 21, 2012 there were 383,647 shares of the issuer’s common stock, $0.001 par value, outstanding. This takes into account the 1 for 200 reverse stock split which occurred on May 17, 2012.

EXPLANATORY NOTE

Webdigs, Inc. is filing this Amendment No. 1 (the “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2012, which was originally filed on June 5, 2012 (the “Original Filing”) for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Original Filing. This Amendment No.1 does not reflect events that may have occurred subsequent to the Original Filing date, and does not modify or update in any way disclosures made in the Form 10-Q for the fiscal quarter ended January 31, 2012.

Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6.  Exhibits.

Exhibit No.	Description
31.1	Certification of Chief Executive Officer*
31.2	Certification of Chief Financial Officer*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance 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**
101.SCH	XBRL Taxonomy Extension Schema Document**

* Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2012.

** Furnished herewith

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WEBDIGS, INC.

/s/ Robert A. Buntz, Jr.

Robert A. Buntz, Jr.

Chief Executive Officer

June 6, 2012

/s/ Edward Wicker.

Edward Wicker

Chief Financial Officer

June 6, 2012

INDEX TO EXHIBITS FILED WITH THIS REPORT

Exhibit No.	Description
31.1	Certification of Chief Executive Officer*
31.2	Certification of Chief Financial Officer*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance 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**
101.SCH	XBRL Taxonomy Extension Schema Document**

* Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2012.

** Furnished herewith

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CONVERTIBLE NOTE PAYABLE

3 Months Ended

Jan. 31, 2012

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

4 CONVERTIBLE NOTES PAYABLE

In November 2010, the Company entered into a $30,000 convertible loan agreement with a private investor which has a maturity date of June 30, 2012. The loan accrues interest at a simple interest rate of 12% per annum. For the three months ended January 31, 2012 and 2011, the Company incurred $900 and $760 of interest expense in connection with this note.  As of January 31, 2012 and October 31, 2011, accrued interest totals $4,360 and $3,460, respectively.

The lender can convert the note into the Company’s common stock at a price of $0.01 per share. Since the permitted conversion price is lower than the $.02 market price of the Company’s shares at the time of the loan agreement, the Company recognized and capitalized a beneficial conversion feature charge of $30,000 and is amortizing the charge over the life of the loan using the effective interest method. The Company recognized a beneficial conversion amortization charge to interest expense of $4,737 and $3,158 for the three months ended January 31, 2012 and 2011, respectively.  The note balance at January 31, 2012, net of the remaining unamortized discount of $7,895 was $22,105.

On April 3, 2012, the $30,000 note and accrued interest of $6,624 was converted into 3,662,400 shares of common stock.

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GOING CONCERN

3 Months Ended

Jan. 31, 2012

Going Concern [Abstract]

Going Concern Disclosure [Text Block]

3 GOING CONCERN

The Company has continued to incur operating losses for the three months ended January 31, 2012 and 2011. At January 31, 2012, the Company reports a negative working capital position of $1,508,326, and an accumulated deficit of $7,355,530. It is management’s opinion that these facts raise substantial doubt about the Company’s ability to continue as a going concern without additional debt or equity financing.

Operations have been significantly reduced. The Company has been exploring other strategic alternatives and on April 3, 2012, the Company entered into a share exchange agreement (See Note 8 for further information).

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CONSOLIDATED BALANCE SHEETS (USD $)	Jan. 31, 2012	Oct. 31, 2011
ASSETS
Cash and cash equivalents	$ 2,802	$ 8,169
Total current assets	2,802	8,169
Total assets	2,802	8,169
LIABILITIES
Accounts payable	145,828	149,956
Accounts payable - minority stockholder	615,264	615,264
Due to officers	2,694	3,578
Convertible notes payable to officer/stockholder	246,825	243,079
Convertible note payable, net of discount	22,105	17,368
Accrued expenses:
Professional fees	30,000	24,000
Payroll and commissions	344,089	344,614
Interest	103,573	95,422
Other liabilities	750	750
Total current liabilities	1,511,128	1,494,031
Total liabilities	1,511,128	1,494,031
STOCKHOLDERS' DEFICIT
Common stock - $.001 par value; 125,000,000 shares authorized as common stock and an additional 125,000,000 shares designated as common or preferred stock; 73,035,119 common shares issued and outstanding at January 31, 2012 and October 31, 2011	73,035	73,035
Treasury stock - $.001 par value: 963,628 shares held in treasury as of January 31, 2012 and October 31, 2011	(240,907)	(240,907)
Additional paid-in capital	6,015,076	6,015,076
Accumulated deficit	(7,355,530)	(7,333,066)
Total stockholders' deficit	(1,508,326)	(1,485,862)
Total liabilities and stockholders' deficit	$ 2,802	$ 8,169

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BASIS OF PRESENTATION

3 Months Ended

Jan. 31, 2012

Accounting Policies [Abstract]

Business Description and Basis of Presentation [Text Block]

1 BASIS OF PRESENTATION

The accompanying unaudited consolidated financial information has been prepared by Webdigs, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC).  Accordingly, it does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of this financial information have been included.  Financial results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year as a whole or any other interim period.  This financial information should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10K for the year ended October 31, 2011. See also Note 8, Subsequent Events.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jan. 31, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Webdigs, Inc. (“the Company”), a Delaware corporation, became a public company in October 2007 after a reverse shell transaction with Select Video, Inc. which was incorporated in Delaware in 1994.  Our business is dedicated to web-assisted residential real estate brokerage services. This is done through our wholly-owned subsidiaries Webdigs, LLC, and Iggyshouse.com, Inc.

All of the Company’s real estate brokerage operations are operated under Webdigs, LLC. Webdigs offers rebates to its customers of up to 1% of the sales price of the home they purchase through us and offers listing services below the price of traditional full-service brokerages as well.  We do not mandate that our Webdigs real estate agents charge a pre-determined price for listing a seller’s home, but believe that all of our agents offer listings to their customers for less than other traditional brokerages, who we believe most often charge 5-7% for listing services.

The Company’s second brand, Iggyshouse.com, which launched in January 2010, is a pay as you go listing service that allows home sellers to list their home on their local MLS through a series of participating licensed real estate brokerage partners in 16 different states (who, pursuant to the rules of the MLS, are the only parties eligible to submit listings on the MLS) and on Iggyshouse.com for a flat fee of $149.95 for three months, with various other time periods and ala carte services available for purchase.

The third brand, theMLSDirect.com, offers a $299 fixed price six month MLS listing, utilizing our participating licensed real estate brokerage partners, to consumers not wishing to engage the services of a listing real estate agent.

Basis of Consolidation

The consolidated financial statements for the three month periods ended January 31, 2012 and 2011 include the accounts of Webdigs, Inc. and its wholly-owned subsidiary, Webdigs, LLC, which includes the wholly-owned subsidiary of Iggyshouse.com, Inc.  All significant intercompany accounts and transactions have been eliminated in the consolidation.

Estimates

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

Income Taxes

The Company accounts for income taxes using an asset and liability approach to financial accounting and reporting for income taxes.  Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the consolidated financial statements.  Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.  The Company has recorded a full valuation allowance against its net deferred tax assets as of January 31, 2012 and 2011 because realization of those assets is not more likely than not.

The Company will recognize a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.  For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves, or related accruals for interest and penalties has been recorded at January 31, 2012 and 2011.

Recently Issued Accounting Pronouncements

There were no new accounting standards issued or effective during the three months ended January 31, 2012 that had or are expected to have a material impact on the Company’s results of operations, financial condition, or cash flows.

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CONSOLIDATED BALANCE SHEETS [PARENTHETICAL] (USD $)	Jan. 31, 2012	Oct. 31, 2011
Common stock, par or stated value per share	$ 0.001	$ 0.001
Common stock, shares authorized	125,000,000	125,000,000
Additional shares designated as common or preferred stock	125,000,000	125,000,000
Common stock, shares, issued	73,035,119	73,035,119
Common stock, shares outstanding	73,035,119	73,035,119
Treasury stock, shares	0.001	0.001
Treasury stock, number of shares held	963,628	963,628

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DOCUMENT AND ENTITY INFORMATION	3 Months Ended
	Jan. 31, 2012	May 21, 2012
Entity Registrant Name	WEBDIGS INC
Entity Central Index Key	0001430523
Current Fiscal Year End Date	--10-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	wbdgd
Entity Common Stock, Shares Outstanding		383,647
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jan. 31, 2012
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Jan. 31, 2012	Jan. 31, 2011
Revenue:
Gross revenues	$ 64,242	$ 119,182
Less: customer rebates and third-partyagent commissions	(9,065)	(22,182)
Net revenue	55,177	97,000
Operating expenses:
Selling	48,671	75,919
General and administrative	16,082	86,595
Amortization of intangible assets	0	38,418
Total operating expenses	64,753	200,932
Operating loss	(9,576)	(103,932)
Other expenses:
Other expense	0	0
Interest expense	(12,888)	(19,317)
Total other expense	(12,888)	(19,317)
Net loss before income taxes	(22,464)	(123,249)
Income tax provision	0	0
Net loss	$ (22,464)	$ (123,249)
Net loss per common share - basic and diluted (in dollars per share)	$ (0.06)	$ (0.74)
Weighted average common shares outstanding - basic and diluted (in shares)	365,175	166,984

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BASIC AND DILUTED EARNINGS PER SHARE

3 Months Ended

Jan. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

7 BASIC AND DILUTED EARNINGS PER SHARE

The Company computes earnings per share under two different methods, basic and diluted, and presents per share data for all periods in which statements of operations are presented. Basic earnings per share are computed by dividing net loss by the weighted average number of shares of common stock outstanding. Diluted earnings per share are computed by dividing net loss by the weighted average number of common stock and common stock equivalent shares outstanding.

The following table provides a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share for the three months ended January 31, 2012 and 2011, respectively. The calculation has been retrospectively adjusted for the 1 for 200 reverse split which occurred on May 17, 2012.

	Three months ended
	January 31,
	2012			2011
Basic earnings per share calculation:
Net loss to common shareholders	$	(22,464	)	$	(123,249	)
Weighted average of common shares outstanding		365,175			166,984
Basic net loss per share	$	(0.06	)	$	(0.74	)
Diluted earnings per share calculation:
Net loss to common shareholders	$	(22,464	)	$	(123,249	)
Weighted average of common shares outstanding		365,175			166,984
Stock options (1)		-			-
Stock warrants (2)		-			-
Convertible notes payable - officer/stockholder (3)		-			-
Convertible note payable (4)		-			-
Diluted weighted average common shares outstanding		365,175			166,984
Diluted net loss per share	$	(0.06	)	$	(0.74	)

(1)	The dilutive effect of stock options in the above table excludes 4,000 and 4,000 of underlying options for the three months ended January 31, 2012 and 2011, respectively, as they would be anti-dilutive to our net loss for those periods.
(2)	The dilutive effect of stock warrants in the above table excludes 1,000 of underlying warrants for the three months ended January 31, 2011 as they would be anti-dilutive to our net loss for those years.

(3) The dilutive effect of potential convertible notes and accrued interest equivalent to 169,393 and 287,193 shares related to the convertible promissory note from the Company’s CEO for the three months ended January 31, 2012 and 2011 have been excluded as they would be anti-dilutive to our net losses for each of the periods.

(4) The dilutive effect of a potential convertible note equivalent to 17,180 and 15,380 shares related to a convertible promissory note as of January 31, 2012 and 2011, respectively, has been excluded as it would be anti-dilutive to our net loss for those periods.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jan. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

6 RELATED PARTY TRANSACTIONS

Accounts Payable – Minority Stockholder

The Company’s principal advertising agency/website developer was owed $615,264 at January 31, 2012 and October 31, 2011. The two principals of this advertising company are also minority stockholders in the Company – holding approximately 1.6% of the Company’s outstanding shares at January 31, 2012. For the three months ended January 31, 2012 and 2011, the Company incurred $0 and $13,501 in services and rent from this related party, respectively.

Due to Officers

As of January 31, 2012 and October 31, 2011, the Company was indebted to its officers for amounts totaling $2,694 and $3,578, respectively, for unreimbursed business expenses. All of the indebtedness represents non-interest bearing payables due on demand.

Convertible Note Payable – Officer/Stockholder

During the year ended October 31, 2010, the Company borrowed $355,500 from its CEO under a convertible promissory note accruing interest at an annual rate of 12%. At January 31, 2012 and October 31, 2011, the balances due under this note were $246,825 and $243,079, respectively. The note is currently convertible into the Company’s common stock at $0.01 per share. For the three months ended January 31, 2012 and 2011, the Company incurred $7,251 and $15,263 of interest expense in connection with this note, respectively. Accrued interest included in accrued expenses due under the note as of January 31, 2012 and October 31, 2011 was $99,213 and $91,962, respectively. The accrued interest is also convertible into the Company’s common stock at $0.01 per share.

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SUBSEQUENT EVENTS

3 Months Ended

Jan. 31, 2012

Subsequent Events [Abstract]

Subsequent Events [Text Block]

8 SUBSEQUENT EVENTS

On March 16, 2012, the Company sold the “Webdigs” domain, technology and certain trademarks to Fiontrai II, LLC for $15,000. These assets, which were held in Webdigs, LLC, included US Trademark No. 3,461,665 "Webdigs", along with www.webdigs.com domain name and the original webdigs.com website software and technology developed by MoCo, Inc. Included in this transaction was a royalty agreement whereby Webdigs could receive royalty payments from Fiontrai upon its licensing the technology to other third parties. Robert Buntz, CEO purchased the royalty agreement from the Company in exchange for a principal reduction of his loan to the Company of $5,000.00.

On April 3, 2012, the convertible note of $30,000 plus accrued interest of $6,624 was converted into 3,662,400 shares of common stock at a conversion price of $0.01 per share. See Note 5 for further information.

Additionally, on April 3, 2012, the Company entered into a share exchange agreement with Next 1 Interactive, Inc. (“Next 1”), a publicly traded company. The agreement calls for Next 1 to exchange 100% of the common shares (100,000,000) of their wholly-owned subsidiary Next One Realty, Inc., for newly issued Series A Convertible Preferred Stock of Webdigs. The Series A Convertible Preferred Stock has not yet been designated and is the subject of negotiation. At the closing of this transaction Next 1 would own, on an as-converted basis, approximately 93% of the issued and outstanding shares of Webdigs, Inc. As a result, Next 1 would be in control of the Company and potential future operations have not been determined at this time.

On May 17, 2012, the Company affected a 1 for 200 reverse stock split. The Company retrospectively restated the outstanding shares for the earnings per share calculation. The balance sheet has not been restated and will be adjusted during the period the split occurred.

On May 7, 2012, we transferred ownership of TheMLSDirect.com and associated domain names previously acquired from Tracy Johnson, back to Tracy Johnson May 7, 2012 in consideration of all monies owed to Mr. Johnson by the company totaling $8,950.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Jan. 31, 2012	Jan. 31, 2011
Cash flows from operating activities:
Net loss	$ (22,464)	$ (123,249)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation	0	3,944
Amortization of intangible assets	0	38,418
Amortization of discount for beneficial conversion feature on convertible debt	4,737	3,158
Share-based compensation	0	520
Changes in operating assets and liabilities:
Commissions and fees receivable	0	(3,550)
Prepaid expenses and deposits	0	(44)
Other current assets	0	1,500
Accounts payable	(4,128)	26,233
Accounts payable - minority stockholder	0	13,501
Accrued expenses	13,626	41,797
Other liabilities	0	(6,883)
Net cash flows used in operating activities	(8,229)	(4,655)
Cash flows from financing activities:
Proceeds from (payments to) officer/stockholder convertible notes payable	3,746	(21,300)
Proceeds from issuance of convertible note payable - third party	0	30,000
Increase (decrease) in due to officers	(884)	0
Principal payments on capital lease obligations	0	(1,112)
Net cash flows provided by financing activities	2,862	7,588
Net change in cash and cash equivalents	(5,367)	2,933
Cash and cash equivalents, beginning of period	8,169	5,236
Cash and cash equivalents, end of period	2,802	8,169
Supplemental disclosure of non-cash investing activities
Beneficial conversion feature related to convertible note payable	$ 0	$ 30,000

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SHARE-BASED COMPENSATION

3 Months Ended

Jan. 31, 2012

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

5 SHARE-BASED COMPENSATION

Stock Options

The Company recognizes compensation expense for stock option grants over the requisite service period for vesting of the award. Total stock-option compensation expense included in the Company's consolidated statements of operations for the three months ended January 31, 2012 and 2011 was $0 and $520, respectively. This expense is included in general and administrative expense. The compensation expense had less than a $0.01 per share impact on the basic loss per common share for the three months ended January 31, 2012 and 2011.

The following is a summary of stock option activity for the three months ended January 31, 2012:

							Weighted average
			Weighted		Aggregate		remaining
	Number of		average		intrinsic		contractual term
	options		exercise price		value		(years)
Outstanding at October 31, 2011		800,000	$	0.25	$	-
Granted		-		-		-
Exercised		-		-		-
Forfeited or expired		-		-		-
Outstanding at January 31, 2012		800,000	$	0.25	$	-		1.63
Exercisable at January 31, 2012		800,000	$	0.25	$	-		1.63

The aggregate intrinsic value in the table above represents the difference between the closing stock price on January 31, 2012 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on January 31, 2012.  There were no options exercised during the three months ended January 31, 2012 and 2011.