10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

Amendment No. 2

(Mark One)

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

For the quarterly period ended June 30, 2011

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

 For the transition period from _________________ to _________________

Commission File No.: 333-167960

IZEA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	37-1530765
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

150 N. Orange Avenue

Suite 412

Orlando, FL 32801

(Address of principal executive offices)

Issuer’s telephone number:   (407) 674-6911

Check whether the registrant filed all documents and reports required to be filed by Section 12, 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 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  o

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 filter  ¨		Accelerated filter  ¨
Non-accelerated filter  ¨	(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    o   No   x

APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 22, 2011, there were 38,136,031 shares of our common stock outstanding.

Transitional Small Business Disclosure Format:    Yes   ¨   No   x

EXPLANATORY NOTE

The purpose of the Amendment No. 2 to Form 10-Q/A to IZEA Holdings, Inc.'s Quarterly Report of Amendment No. 1 to Form 10-Q/A for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on September 9, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment No. 2 speaks as of the original filing date of the Form 10-Q, 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 original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on 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 and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

PART II:  OTHER INFORMATION

ITEM 6 – EXHIBITS

31.1*	Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2*	Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101**	The following materials from Izea Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets (i) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flow, (iv) the Consolidated Statement of Stockholders’ Equity (Deficit), and (v) Notes to Consolidated Financial Statements tagged as blocks of text.

* Incorporated by reference to IZEA Holdings, Inc.’s Amendment No. 1 to Form 10-Q/A for the quarter ended June 30, 2011 filed on September 9, 2011.

** In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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.

	IZEA HOLDINGS, INC. a Nevada corporation
September 12, 2011	By:	/s/ Edward Murphy
		Edward Murphy President, Chief Executive Officer,  and a Director (Principal Executive Officer)

September 12, 2011	By:	/s/ Donna Mackenzie
		Donna Mackenzie Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

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Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Accumulated amortization on loan costs	$ 6,957	$ 5,060
Series A Convertible Preferred Stock
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		2,958,786
Preferred stock, shares issued		762,907
Preferred stock, shares outstanding		762,907
Preferred stock, liquidation preference		$ 1,070,473
Series A-1 Convertible Preferred Stock
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		3,609,326
Preferred stock, shares issued		778,307
Preferred stock, shares outstanding		778,307
Preferred stock, liquidation preference		$ 2,221,992
Series A-2 Convertible Preferred Stock
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		13,099,885
Preferred stock, shares issued		12,259,334
Preferred stock, shares outstanding		12,259,334
Preferred stock, liquidation preference		$ 10,674,017
Series A Common Stock
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		24,832,003
Preferred stock, shares issued		504,270
Preferred stock, shares outstanding		504,270
Series B Non-Voting Common Stock
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		500,000
Preferred stock, shares issued		500,000
Preferred stock, shares outstanding		500,000

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Income Statement [Abstract]
Revenue	$ 845,901	$ 794,018	$ 1,768,679	$ 1,426,861
Cost of sales	381,199	420,199	822,734	749,211
Gross profit	464,702	373,819	945,945	677,650
Operating expenses:
General and administrative	1,000,517	914,677	1,933,639	1,685,909
Sales and marketing	78,702	87,899	276,224	223,686
Total operating expenses	1,079,219	1,002,576	2,209,863	1,909,595
Loss from operations	(614,517)	(628,757)	(1,263,918)	(1,231,945)
Other income (expense):
Interest income	11	30	38	34
Interest expense	(6,179)	(20,693)	(13,134)	(51,630)
Change in fair value of warrant liability	29,791		29,791
Other income (expense), net		185		(276)
Total other income (expense)	23,623	(20,478)	16,695	(51,872)
Net loss	$ (590,894)	$ (649,235)	$ (1,247,223)	$ (1,283,817)
Weighted average common shares outstanding - basic and diluted	20,976,718	645,602	10,867,323	645,602
Loss per common share - basic and diluted	$ (0.03)	$ (1.01)	$ (0.12)	$ (1.99)

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Document and Entity Information	3 Months Ended
	Jun. 30, 2011	Aug. 22, 2011
Document And Entity Information
Entity Registrant Name	IZEA Holdings, Inc.
Entity Central Index Key	0001495231
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	true
Amendment Description	Amendment No. 2 to Form 10- Q for the period ended June 30, 2011
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		38,136,031
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2011

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Stock Options

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Stock Options

NOTE 6.     STOCK OPTIONS

In February 2007, the Company’s Board of Directors adopted the 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan allowed the Company to provide options as an incentive for employees and consultants.  On May 11, 2011, the 2007 Plan was amended to increase the number available for issuance under the 2007 Plan from 2,313,317 to 4,889,829 shares of Series A common stock. In connection with the reverse merger on May 12, 2011, the Company canceled all of their outstanding stock options under the 2007 Plan effectively canceling the 2007 Plan. The Company simultaneously issued new options to the same employees under a new 2011 Equity Incentive Plan of IZEA Holdings, Inc. adopted on May 12, 2011. The cancellation and replacement of the stock options under the 2007 Plan are accounted for as a modification of the terms of the canceled award. There was no incremental difference required to be recorded in the financial statements since the fair value of the cancelled options exceeded the fair value of the options replaced at the date of cancellation and replacement.

The Board of Directors determines the price to be paid for the shares, the period within which each option may be exercised, and the terms and conditions of each option. The exercise price of the incentive stock options shall be equal to 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the price of each share shall be 110% of fair market value. The exercise price for nonqualified stock options may be less than fair market value of the stock, as determined by the Board of Directors. Unless otherwise determined by the Board of Directors at the time of grant, the right to purchase shares covered by any options under the 2011 Plan shall vest over the requisite service period as follows: one-fourth of options shall vest one year from the date of grant and the remaining options shall vest monthly, in equal increments over the remaining three-year period. The term of the options is up to 10 years.

A summary of option activity under the 2007 and 2011 Options Plans as of June 30, 2011 and for the six months then ended is presented below:

2007 Plan
Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Outstanding at December 31, 2010		69,970		$	1.1		2
Granted		3,788,620			0.03
Exercised		(14,822	)		0.03
Forfeited		(50,803	)		0.03
Canceled		(3,792,965	)		0.05
Outstanding at May 12, 2011 (date Plan was canceled)		–		$	–		–
2011 Plan
Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Outstanding at December 31, 2010		–		$	–		–
Granted		4,042,365			0.39		6.6
Exercised		–			–		–
Forfeited		–			–		–
Outstanding at June 30, 2011		4,042,365		$	0.39		6.6
Exercisable at June 30, 2011		1,924,991		$	0.39

The following table contains summarized information about nonvested 2007 stock options outstanding at May 12, 2011 and nonvested 2011 stock options outstanding at June 30, 2011:

2007 Plan
	Shares			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2010		16,851		$	0.60
Granted		3,788,620			0.03
Vested		(1,895,797	)		0.01
Forfeited		(50,803	)		0.03
Canceled		(1,858,872	)		0.02
Nonvested at May 12, 2011 (date plan was cancelled)		–		$	–
2011 Plan
	Shares			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2010		–		$	–
Granted		4,042,365			0.04
Vested		(1,924,991	)		0.02
Forfeited		–			–
Nonvested at June 30, 2011		2,117,374		$	0.05

Stock-based compensation expense recognized on awards outstanding during the six months ended June 30, 2010 and 2011 was not recorded since amounts were not significant to the financial statements.

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Notes Payable

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Notes Payable

NOTE 2.     NOTES PAYABLE

Note Payable – Bank

On July 15, 2008, the Company entered into a $1,000,000 Loan and Security Agreement (“Note Payable”) with Silicon Valley Bank, with an interest rate of 8% per annum, payable monthly.  Interest only was payable through December 31, 2008.  Repayment of principal is due in thirty-six consecutive equal monthly installments beginning in January 2009, or approximately $333,333 per year through December 31, 2011. The Note Payable is secured by all assets of the Company. The principal balance outstanding on the note payable was $333,333 and $166,667 at December 31, 2010 and June 30, 2011, respectively.

In conjunction with the issuance of the Note Payable, the Company also issued initial warrants to purchase 2,216 shares of common stock (as amended in connection with reverse merger transaction – see Note 3), immediately exercisable, at an exercise price of $0.2039 (as adjusted) per share. Per the terms of the Note Payable, the Company also issued 1,108 (as adjusted) additional warrants, containing similar terms as the initial warrants, for a total of 3,324 (as adjusted) warrants issued under the Note Payable. The fair value associated with the warrants was not recorded since the amount was insignificant to the financial statements. The warrants expire on July 15, 2015 and automatically convert to common stock on this date if the fair market value of the Company’s common stock is greater than the warrant exercise price.

Capital Lease

During 2010, the Company entered into a capital lease for equipment which expires in June 2012. The balance outstanding under this lease was $20,140 at June 30, 2011, which is included in current portion of notes payable on the accompanying balance sheet.

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Loss Per Common Share

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Loss Per Common Share

NOTE 8.     LOSS PER COMMON SHARE

Net losses were reported during the three and six months ended June 30, 2010 and 2011.  As such, the Company excluded the impact of its potential common shares related to stock options and warrants of 4,042,365 and 6,067,220, respectively, as of June 30, 2011 in the computation of dilutive earnings per share for these periods as their effect would be anti-dilutive. Potential common shares of 6,969,690 upon conversion of preferred stock were also excluded from diluted loss per share since they were anti-dilutive.

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Commitments and Contingencies

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Commitments and Contingencies

NOTE 9.    COMMITMENTS AND CONTINGENCIES

On May 24, 2011, the Company entered into an Investors Relations Consulting Agreement to provide investor relations services for two months beginning August 1, 2011 (as amended). The Company paid $1,190,000 with proceeds from the Offering of which $595,000 is held in escrow at June 30, 2011, and will issue 500,000 shares of common stock valued at $165,000.  A total of $1,190,000 related to these amounts is included in prepaid expenses and other assets on the accompanying balance sheet as of June 30, 2011.  As of June 30, 2011, the 500,000 shares of common stock had not yet been issued and a measurement date had not been reached.

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Related Party Transactions

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Related Party Transactions

NOTE 7.     RELATED PARTY TRANSACTIONS

During 2006, the Company entered into a General Services Agreement (“GSA”) with an entity owning 100% of the Company’s Series B common stock. The GSA consisted of the purchase of certain marketing deliverables and equipment, as well as marketing consulting services. Cash paid to this related party during the six months ended June 30, 2010 and 2011 was approximately $15,545 and $8,757 respectively. Expenses associated with the GSA were approximately $15,545 and $14,885 for the six months ended June 30, 2010 and 2011, respectively, and are included in sales and marketing expenses in the accompanying statements of operations. The contract is on a month-to-month basis until terminated by either party.

The amount due to this related party was $3,358 and $6,128 at December 31, 2010 and June 30, 2011, respectively.

As part of the Company’s Reverse Merger Financing, as more fully discussed in Note 3, the Company sold an aggregate of $50,000 worth of Units which were sold to the Company’s Chief Executive Officer and an entity under the control of the Chief Executive Officer.

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Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) (USD $)	Izea, Inc. Series A Convertible Preferred Stock USD ($)	Series A-1 Convertible Preferred Stock USD ($)	Series A-2 Convertible Preferred Stock USD ($)	Series A Common Stock USD ($)	Series B Non-Voting Common Stock USD ($)	Izea Holdings, Inc. Series A Convertible Preferred Stock	Common Stock USD ($)	Additional Paid-In Capital USD ($)	Accumulated Deficit USD ($)	Total USD ($)
Beginning balance, value at Dec. 31, 2010	$ 76	$ 78	$ 1,226	$ 50	$ 50			$ 14,074,956	$ (14,152,192)	$ (75,756)
Beginning balance, shares at Dec. 31, 2010	762,907	778,307	12,259,334	504,270	500,000
Reverse merger and recapitalization, shares	(762,907)	(778,307)	(12,259,334)	(504,270)	(500,000)		35,000,000
Reverse merger and recapitalization, value	(76)	(78)	(1,226)	(50)	(50)		3,500	(2,020)
Sale of common stock and warrants and exchange of promissory note, net of offering costs, shares							2,969,694
Sale of common stock and warrants and exchange of promissory note, net of offering costs, value							297	573,578		573,578
Sale of preferred stock and warrants and exchange of promissory note, net of offering costs and beneficial conversion feature on preferred stock, shares						230
Sale of preferred stock and warrants and exchange of promissory note, net of offering costs and beneficial conversion feature on preferred stock, value								1,382,388		1,382,388
Exercise of stock options, shares							14,822
Exercise of stock options,value							1	404		405
Net loss									(1,247,223)	(1,247,223)
Ending balance, value at Jun. 30, 2011							$ 3,798	$ 16,029,306	$ (15,399,415)	$ 633,689
Ending balance, shares at Jun. 30, 2011						230	37,984,516

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Stockholder's Equity

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Stockholder's Equity

NOTE 3.    STOCKHOLDER’S EQUITY

Pre-Reverse Merger Transactions

On September 21, 2006, the Company issued 762,907 shares of Series A Preferred Stock with a par value of $0.0001 for $3,000,000 less issuance costs of $23,000. Series A Preferred stockholders were entitled to a preferential dividend, which accrued and accumulated on such shares on an annual basis at a rate of $.0236 per share subject to adjustment in accordance with certain anti-dilution provisions. Such dividends accrued from day to day whether or not they have been declared or whether or not there were funds legally available to the Company for payment. At December 31, 2010, dividends of $770,498 had accrued but had not been declared, therefore, no provision for the Series A Preferred Stock dividends was included in these financial statements.

During 2007, IZEA, Inc. issued a total of 778,307 shares of Series B Preferred Stock with a par value of $0.0001 for $7,025,000, less issuance costs of $72,612. On May 10, 2010, IZEA, Inc. renamed its Series B Preferred Stock to Series A-1 Preferred Stock. All rights and preferences under the renamed Series A-1 Preferred Stock remained the same.  Series A-1 Preferred stockholders were entitled to a preferential dividend, which accrued and accumulated on such shares on an annual basis at a rate of $.05415 per share subject to adjustment in accordance with certain anti-dilution provisions.  Such dividends accrued whether or not they have been declared or whether or not there were funds legally available to IZEA, Inc. for payment.  At December 31, 2010, dividends of $1,519,493 had accrued but had not been declared, therefore, no provision for Series A-1 Preferred Stock dividends was included in these financial statements.

On May 10, 2010, IZEA, Inc. issued a total of 7,537,771 shares of Series A-2 Preferred Stock with a par value of $0.0001 for consideration of $2,713,600 less issuance costs of $54,046. Series A-2 Preferred stockholders are entitled to a preferential dividend, which accrued and accumulated on such shares on an annual basis at a rate of $.80 subject to adjustment in accordance with certain anti-dilution provisions on such shares of Series A-2 Preferred Stock. Such dividends accrued whether or not they have been declared or whether or not there were funds legally available to IZEA, Inc. for payment.  At December 31, 2010 dividends of $9,807,467 had accrued but had not been declared, therefore, no provision for the Series A-2 Preferred stock dividends has been included in these financial statements.

On May 10, 2010, IZEA, Inc.’s board of directors declared a ten-for-one (10:1) reverse stock split on the shares of IZEA, Inc.’s common and preferred stock, increased the number of authorized shares of common and preferred stock, renamed the Series B Preferred Stock to Series A-1 Preferred Stock and created a new Series A-2 Preferred Stock. The preferred stock shares included herein were adjusted for the 10:1 reverse stock split.

On May 6, 2011, all of the Series A preferred stockholders and certain of the Series A-1 and A-2 preferred stockholders transferred their shares, along with all their rights and preferences, to IZEA, Inc.’s CEO and CFO for an aggregate price of $1 each. The total shares purchased by management of IZEA, Inc. were 762,907 Series A Preferred Shares, 766,047 Series A-1 Preferred Shares and 12,217,669 Series A-2 Preferred Shares.

In May 2011, prior to the reverse merger transaction discussed below, all remaining outstanding shares of Series A, A-1 and A-2 Preferred Stock were converted into IZEA, Inc. common stock in contemplation of the exchange of these shares for common shares of IZEA Holdings, Inc. common stock.

Reverse Merger Transaction

On May 12, 2011, IZEA, Inc. and its shareholders entered into a Share Exchange Agreement (the “Exchange Agreement”) with IZEA Holdings, Inc., formerly known as Rapid Holdings, Inc., a publicly traded shell company incorporated as a Nevada Corporation on March 22, 2010.  At the closing of the Exchange, each share of IZEA’s Series A, A-1 and A-2 preferred stock and Series A and Series B common stock issued and outstanding immediately prior to the closing of the Exchange was exchanged for the right to receive shares of common stock of IZEA Holdings. Accordingly, an aggregate of 22,500,000 shares of IZEA Holdings common stock were issued to the IZEA shareholders. Additionally, immediately prior to the Exchange, IZEA had outstanding options to purchase an aggregate of 3,712,365 shares of common stock and an outstanding warrant to purchase 3,324 shares of Series A-1 common stock (See Note 2). Upon the closing of the Exchange, the Company cancelled the options of IZEA and authorized the issuance of the same number of options to these option-holders pursuant to its newly created 2011 Equity Incentive Plan (see Note 4). Furthermore, upon closing of the Exchange, the Company assumed the outstanding warrant of IZEA and authorized the issuance of a warrant to the former warrant-holder to purchase shares of the Company’s common stock.

Immediately following the closing of the Exchange, under an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, IZEA Holdings transferred all of its pre-Exchange assets and liabilities to a wholly-owned subsidiary, RTL Holdings, Inc. (“SplitCo”) and thereafter, pursuant to a stock purchase agreement, transferred all of the outstanding capital stock of SplitCo to a former officer and director of IZEA Holdings, in exchange for the cancellation of shares of the IZEA Holdings common stock he owned. There are 12,500,000 shares of common stock held by persons who acquired such shares in purchases from stockholders of IZEA Holdings prior to the Exchange that remain outstanding. Following the closing of the Exchange and the cancellation of shares in the Split-Off, there were 35,000,000 shares of common stock issued and outstanding. Approximately 64.29% of such issued and outstanding shares were held by the IZEA Shareholders.

Authorization of Convertible Preferred Stock

In May 2011, the Board of Directors designated 240 shares of its Preferred Stock as Series A Preferred Stock.  Each share of Series A Preferred Stock is convertible into 30,303 shares of common stock at the option of the preferred holder.

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Financing Arrangement

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Financing Arrangement

NOTE 4.    FINANCING ARRANGEMENT

On May 24, 2011 and May 26, the Company entered into Subscription Agreements (the “Agreements”) with certain investors (the “Investors”) whereby it sold an aggregate of 328 units (the “Units”) at a purchase price of $10,000 per Unit (the “Offering”) for an aggregate purchase price of $3,280,000. Of the gross proceeds received, (i) $500,000 was received on May 11, 2011 under a promissory note that was contractually exchangeable into 50 Units under the Offering, and (ii) $50,000 was received for the purchase of 5 Units from the Company’s Chief Executive Officer. Each Unit consisted of either (i) 30,303 shares of the Company’s common stock or (ii) one share of the Company’s recently designated Series A Preferred Stock, which is convertible into 30,303 shares of Common Stock (See Note 3), plus a five-year warrant to purchase 18,182 shares of Common Stock for $9,091 or $0.50 per linked Common Share (the “Warrants”).

As a result of the Offering, Investors who purchased 230 Units elected to receive preferred stock and Investors who purchased 98 Units elected to receive Common Stock. Accordingly, the Company issued (i) 2,969,694 shares of Common Stock, (ii) 230 shares of Series A Preferred Stock, which are linked by conversion to 6,969,690 shares of Common Stock and (iii) 328 Warrant Contracts that are linked by exercise to an aggregate of 5,963,696 shares of Common Stock.

Direct expenses associated with the Offering amounted to $290,127 and included (i) placement agent, legal and other fees for cash of $272,527, and (ii) a warrant to the placement agent to purchase 100,000 shares of Common Stock under the same terms and conditions as the Warrants, which had a fair value of $17,600. Accordingly, net cash proceeds from the Offering amounted to $3,007,473.

The Company has entered into registration rights agreements (the “Registration Rights Agreements”) with the Investors, pursuant to which the Company has agreed to file a “resale” registration statement with the SEC covering all shares of the Common Stock sold in the Offering and underlying any Warrants, as well as Common Stock underlying the warrants issued to the placement agent(s) within six (6) months (the “Filing Date”). The Company has agreed to maintain the effectiveness of the registration statement from the effective date until all securities have been sold or are otherwise able to be sold pursuant to Rule 144. The Company has agreed to use its reasonable best efforts to have the registration statement declared effective within nine (9) months (the “Effectiveness Deadline”). The Company is obligated to pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of common stock permissible upon consultation with the staff of the SEC and provided further that the Company shall not be obligated to pay liquidated damages at any time following the one year anniversary of the Final Closing Date (as defined in the Agreements). For a period of 18 months following the Final Closing Date, the Company has agreed not to file any registration statement on Form S-8 with the SEC without the approval of holders of a majority of the Shares sold in the offering.

In applying current accounting standards to the financial instruments issued in the Offering, we first considered the classification of the Series A Preferred Stock under ASC 480 Distinguishing Liabilities from Equity, and the Warrants (including the warrants issued to the placement agent) under ASC 815 Derivatives and Hedging (“ASC 815”). The Series A Preferred Stock is perpetual preferred stock without redemption or dividend provisions, contingent or otherwise. Further, the Series A Preferred Stock is convertible into a fixed number of common shares with adjustments to the conversion price solely associated with equity restructuring events such a stock splits and recapitalization. Generally redemption provisions that provide for the mandatory payment of cash to the Investor to settle the contract or certain provisions that cause the number of linked common shares to vary result in liability classification; and, in some instances, classification outside of stockholders equity. There being no such provisions associated with the Series A Preferred Stock, it is classified as a component of stockholders’ equity. The Warrants and the placement agent warrants were also evaluated for purposes of classification. These financial instruments embody two features that are not consistent with the concept of stockholders’ equity. First, the exercise price of $0.50 is subject to adjustment upon the issuance of common stock or common share linked contracts at prices below the contractual exercise prices. This particular provision is in place for the first two years of the contractual term of five years. Second, the financial instruments extend a fair-value (defined as Black-Scholes) cash redemption right to the Investors in the event of certain Fundamental Transactions, certain of which are not within the control of the Company. This particular provision is a written put and current accounting standards provide that such provisions are not consistent with the concept of stockholders’ equity. As a result, the Warrants and the placement agent warrant require classification in liability as derivative warrants. Derivative warrants are carried both initially and subsequently at fair value with changes in fair value reflected in income (see Note 5).

The second classification-related accounting consideration related to the possibility that the conversion option embedded in the Series A Preferred Stock may require classification outside of stockholders’ equity. Generally, an embedded feature in a hybrid financial instrument (such as the Series A Preferred Stock) that both meets the definition of a derivative financial instrument and is not clearly and closely related to the host contract in term of risks would require bifurcation and accounting under derivative standards. The embedded conversion option is a feature that embodies risks of equity. We have concluded that the Series A Preferred Stock is a contract that affords solely equity risks. Accordingly, the embedded conversion option is, in fact, clearly and closely related to the host contract and bifurcation is not required.

Another distinction that we made in accounting for the Offering was to separate the Units sold to the Company’s Chief Executive Officer from the financing for purposes of determining whether the arrangement constituted any form of compensation. As mentioned in the introductory paragraph above, 5 Units were sold to the Company’s Chief Executive Officer for $50,000. Generally, under ASC 718 Compensation – Stock Compensation (“ASC 718”) the amount that the fair value of financial instruments issued to an employee in excess of amounts contributed by the employee give rise to compensation expense for accounting purposes. As illustrated in the table below, compensation expense of $16,000 arose from this element of the Offering.

The following table summarizes the components of the Offering, their fair values (which is further discussed later) and the allocation that was given effect in our financial statements:

	Financing			Compensation			Direct Expenses			Total
Common stock and common stock    equivalents:
Common stock		2,969,694			--			--			2,969,694
Common shares that are linked to       other contracts:
Series A Preferred Stock		6,818,175			151,515			--			6,969,690
Warrants		5,872,786			90,910			100,000			6,063,696
		15,660,655			242,425			100,000			16,003,080
Fair value of the financial    Instruments:
Common stock (1)	$	979,999		$	--		$	--		$	979,999
Series A Preferred Stock (2)		2,249,998			50,000			--			2,299,998
Warrants (3)		1,033,610			16,000			17,600			1,067,210
	$	4,263,607		$	66,000		$	17,600		$	4,347,207
Allocation of the transaction    basis for accounting:
Common stock	$	(666,397	)	$	--		$	92,522		$	(573,875	)
Series A Preferred Stock		(825,567	)		(34,421	)		197,605			(662,383	)
Derivative warrants		(1,033,610	)		(16,000	)		(17,600	)		(1,067,210	)
Paid-in capital (BCF, 4)		(704,426	)		(15,579	)					(720,005	)
Compensation expense		--			16,000			--			16,000
	$	(3,230,000	)	$	(50,000	)	$	272,527		$	(3,007,473	)
Cash consideration (expense)	$	2,730,000		$	50,000		$	(272,527	)	$	2,507,473
Advances on exchange		500,000			--						500,000
	$	3,230,000		$	50,000		$	(272,527	)	$	3,007,473

(1)  The fair value of our Common Stock was established based upon recent selling activity.

(2)  The fair value of our Series A Preferred Stock was established based upon its Common Stock Equivalent Value (“CSE”). All other features included in our Series A Preferred Stock, such as the liquidation preference did not give rise to significant incremental value above the CSE Value. The Series A Preferred Stock does provide for dividends or redemptions in cash.

(3)  The derivative warrants were valued using the Binomial Lattice Valuation Technique and gives effect to the incremental value associated with down-round financing anti-dilution protection features. See Note 5 for more information on our derivative warrants and valuation methodologies.

(4)  A Beneficial Conversion Feature (“BCF”) arises when convertible securities, such as the Series A Preferred Stock, have effective conversion prices that are lower than the fair value of the Common Stock into which they are convertible. Effective conversion prices are calculated as the allocable proceeds (or basis) over the number of linked common shares.

The basis in the transactions outlined above, which represent the cash received from the Investors and the fair value of the financial instruments that were subject to compensation consideration, were allocated to the financial instruments following current accounting standards. The basis of the financing was allocated first to derivative financial instruments because those financial instruments are required under ASC 815 to be carried both initially and subsequently at their fair values. To the extent that the fair value of the derivatives exceeded the basis, the Company is required to record a charge to income for the difference. The financial instruments issued under the arrangement that required compensation consideration were recorded at their fair values and the difference between those amounts and the consideration received by the Company was recorded as stock-based compensation expense. The direct expenses are represented by a combination of the cash that the Company paid plus the fair value of the warrants that were issued.

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Derivative Financial Instruments

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Derivative Financial Instruments

NOTE 5. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are defined as financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has entered into the Financing Arrangement discussed in Note 4 that gave rise to derivative warrants. As required by ASC 815, these financial instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

The following table summarizes our derivative activity for the period from the date of the Financing Arrangement discussed in Note 4 to June 30, 2011:

	Linked Common Shares		Warrant Liability Amount
Beginning balance		--	$	--
Issuance of derivative warrants in connection with    the financing arrangement in Note 4		6,063,696		1,067,210
Exercise or expiration		--		--
Change in fair value of warrant liability		--		(29,791	)
Ending balance at June 30, 2011		6,063,696	$	1,037,419

Changes in the fair value of derivative financial instruments are required to be recorded in income.

The derivative warrants were valued using Binomial Lattice Option Valuation Technique (“Binomial”). Significant inputs into this technique are as follows:

	Inception Dates May 24 and 26, 2011	June 30, 2011
Fair market value of asset (1)	$0.33	$0.33
Exercise price	$0.50	$0.50
Term (2)	5.0 Years	4.9 Years
Implied expected life derived from Binomial (3)	4.9 Years	4.8 Years
Volatility range (4)	64.4%--95.8%	61.6%--95.0%
Equivalent volatility derived from Binomial (3)	76.9%	75.7%
Risk-free rate range (5)	0.11%--1.81%	0.10%--0.81%
Equivalent risk-free rate derived from Binomial (3)	0.50%	0.47%

(1)  The fair market value of the asset was determined using the recent sales prices of Common Stock and contracts linked to Common Stock. See the paragraph below discussing how the fair market value of the asset varies in Binomial when the contract is subject to down-round financing protection.

(2)  The term is the contractual remaining term. For purposes of Binomial, the contractual remaining term is allocated to intervals within which exercise may or may not occur.

(3)  The implied expected life and equivalent amounts are derived from Binomial as the averages associated with all iterations that were performed.

(4)  The Company does not have a trading market value upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (1), above.

(5)  The risk-free rates used in Binomial represent the yields on zero coupon US Government Securities with periods to maturity consistent with the intervals described in (1), above.

The Warrants and placement agent warrants embody features that result in adjustment to the exercise price when the Company sells Common Stock or other Common Stock linked contracts below the $0.50 exercise price. Since anti-dilution risk is present when the trading market price is below or projected to be below the stated exercise price, a random walk Brownian motion technique was used to estimate the future market price and the probability that the stock price would be below the stated exercise price during the implied expected life of the warrant. These values were used to develop assumptions which were used as inputs in the Binomial Lattice model used to value the warrants. A stochastic process is a sequence of events or paths generated by probabilistic laws and Brownian motion is a continuous stochastic process that is widely used in financing for modeling random behavior that evolves over time. At each valuation date, the model is run using monthly steps based upon the following inputs: the current trading market price, the implied expected life of the warrants and the estimated volatility over the implied expected life. The simulation returns the mean stock price (New Price) and the probability of the stock price falling below the exercise price (SPP). These values are used as inputs into the Binomial, since it is assumed a market participant would consider changes in the Company’s market price when considering the value to assign to the anti-dilution protection.

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Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net loss	$ (1,247,223)	$ (1,283,817)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	18,827	48,365
Amortization of loan costs	1,897	1,897
Stock based compensation	16,000
Loss on disposal of equipment		608
Change in fair value of warrant liability	(29,791)
Cash provided by (used for):
Accounts receivable	1,980	(125,359)
Other receivables	38,105	(34,086)
Prepaid expenses and other assets	(1,234,066)	(31,486)
Accounts payable	38,446	76,993
Related party payable	2,770
Accrued expenses	23,170	45,556
Unearned revenue	131,490	257,127
Deferred rent	(5,270)
Net cash used for operating activities	(2,243,665)	(1,039,010)
Cash flows from investing activities:
Purchase of property and equipment		(8,464)
Security deposit		7,250
Net cash used for investing activities		(1,214)
Cash flows from financing activities:
Proceeds from the issuance of series A2 preferred stock		2,659,554
Proceeds from issuance of convertible notes payable		600,000
Proceeds from issuance of promissory note	500,000
Proceeds from issuance of common and preferred stock and warrants, net	2,507,473
Proceeds from exercise of stock options	405	918
Payments on notes payable	(175,330)	(166,667)
Net cash provided by (used for) financing activities	2,832,548	3,093,805
Net decrease in cash and cash equivalents	588,883	2,053,581
Cash and cash equivalents, beginning of year	1,503,105	515,446
Cash and cash equivalents, end of year	2,091,988	2,569,027
Supplemental cash flow information:
Cash paid during year for interest	12,023	19,593
Non-cash financing and investing activities
Series A2 Preferred Stock issued for conversion of notes payable plus accrued interest		1,444,800
Promissory note exchanged in financing arrangement	500,000
Warrants issued in financing arrangement	$ 1,067,210

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Summary Of Significant Accounting Policies

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Summary Of Significant Accounting Policies

NOTE 1.                 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The accompanying consolidated balance sheet as of June 30, 2011, the consolidated statements of operations for the three and six months ended June 30, 2011 and 2010, and the consolidated statements of cash flows for the six months ended June 30, 2011 and 2010 are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position at such dates and our results of operations and cash flows for the periods then ended in conformity with U.S. generally accepted accounting principles (“US GAAP”). The consolidated balance sheet as of December 31, 2010 has been derived from the audited consolidated financial statements at that date and included in our Form 8-K dated May 12, 2011. Operating results for the six months ended June 30, 2011 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included herein.

Nature of Business and Reverse Merger and Recapitalization

IZEA, Inc. is the leading marketplace for consumer generated advertising, connecting advertisers with content creators such as bloggers, tweeters and other consumer content creators in order to develop and distribute compelling content throughout the blogosphere and social networks. Advertisers compensate content creators to promote their products, services and websites. The Company is headquartered in Orlando, Florida, and was incorporated as PayPerPost, Inc. in the State of Florida in February 2006. Effective September 19, 2006, the Company was reorganized and incorporated in the State of Delaware. Effective November 2, 2007, the Company changed its name to IZEA, Inc.

On May 12, 2011, IZEA, Inc. (“IZEA”) entered into a Share Exchange Agreement (the “Exchange”) with a public shell company, IZEA Holdings, Inc., formerly known as Rapid Holdings, Inc, (“IZEA Holdings”).  IZEA’s shareholders transferred all of their issued and outstanding common and preferred shares of IZEA in exchange for shares of common stock of IZEA Holdings as more fully described in Note 3. Such Exchange caused IZEA to become a wholly-owned subsidiary of IZEA Holdings and IZEA shareholders became the majority shareholders of IZEA Holdings. The Exchange is being accounted for as a reverse-merger and recapitalization and IZEA is considered the accounting acquirer for accounting purposes and IZEA Holdings the acquired company.  The business of IZEA becomes the business of IZEA Holdings. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange will be those of IZEA and will be recorded at the historical cost basis of IZEA.

Principles of Consolidation

The consolidated financial statements include the accounts of the IZEA Holdings Inc as of the date of the reverse merger, and its wholly owned subsidiary, IZEA, Inc (collectively, the “Company”).  All significant intercompany balances and transactions have been eliminated in consolidation.

Going Concern and Management’s Plans

The Company has incurred significant losses from operations since inception and has an accumulated deficit of $15,399,415 as of June 30, 2011.  The Company’s financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s continuation as a going concern is dependent upon attaining profitable operations through achieving revenue growth targets while maintaining current fixed expense levels. The Company initiated cost reductions during 2010 and plans to maintain these cost improvements through recent headcount and overhead cost reductions. However, it will have additional expenses related to now being a public company. As a result of the $3.0 million of net proceeds received from the sale of stock units (see Note 4) , the Company believes they will have sufficient cash to satisfy the Company’s projected working capital and capital expenditure needs, and debt obligations through June 30, 2012. However, if cash provided by operations is not sufficient, management plans to obtain additional debt or equity financing.  We recognize that there are no assurances that the Company will be successful in meeting its cash flow requirements, however, management is confident that, if necessary, there are alternatives available to fund operations and meet cash requirements through June 30, 2012.

Cash and Cash Equivalents and Concentration

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. All non-interest bearing cash balances were fully insured at June 30, 2011 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts. Beginning 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and our non-interest bearing cash balances may again exceed federally insured limits. Interest-bearing amounts on deposit in excess of federally insured limits at June 30, 2011 approximated $1,500,000.

Accounts Receivable and Concentration of Credit Risk

Accounts receivable are customer obligations due under normal trade terms. Uncollectability of accounts receivable is not significant since most customers are not bound by contract and are required to fund the Company for all the costs of an “opportunity”, defined as an order created by an advertiser for a blogger to write about the advertiser’s product. If a portion of the account balance is deemed uncollectible, the Company will either write-off the amount owed or provide a reserve based on the uncollectible portion of the account. Management determines the collectability of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company has not recorded a reserve for doubtful accounts at December 31, 2010 and June 30, 2011.

Concentrations of credit risk with respect to accounts receivable are limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company also controls credit risk through credit approvals, credit limits and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. At June 30, 2011, two customers, each of who accounted for more than 10% of the Company’s accounts receivable, accounted for 31% of total accounts receivable in aggregate.

Property and Equipment

Depreciation and amortization is computed using the straight-line method and half-year convention over the estimated useful lives of the assets as follows:

Equipment	3 years
Furniture and fixtures	10 years
Software	3 years
Leasehold improvements	3 years

Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When assets are retired or otherwise disposed of, related costs and accumulated depreciation and amortization are removed and any gain or loss is reported as other income or expense. Depreciation and amortization expense for the six months ended June 30, 2011 and 2010 was $18,827 and $48,365, respectively.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

Revenue Recognition

Revenue consists of content creator fees, service fees to establish and maintain advertiser accounts, and listing fees associated with advertiser “opportunities”. Revenue is recognized when opportunities are posted on the Company’s websites and when related payments are made to the content creators after their content has been listed for the requisite period. Customers prepay for the Company’s services, which are recorded as unearned revenue. The Company recognizes revenue in accordance with Accounting Standards Codification on Principal Agent Considerations. The Company records its revenue on the gross amount earned since the Company generally is the primary obligor in the arrangement, establishes the pricing and determines the service specifications.

Advertising Costs

Advertising costs are charged to expense as they are incurred, including payments to contact creators to promote the Company.  Advertising expense charged to operations for the six months ended June 30, 2011 and 2010 was approximately $270,298 and $223,665, respectively, and are included in sales and marketing expense in the accompanying statements of operations.

Deferred Rent

The Company’s operating lease for its office facilities contains predetermined fixed increases of the base rental rate during the lease term which is being recognized as rental expense on a straight-line basis over the lease term. The Company records the difference between the amounts charged to operations and amounts payable under the lease as deferred rent in the accompanying balance sheets.

Income Taxes

The Company has not recorded current income tax expense due to the generation of net operating losses. Deferred income taxes are accounted for using the balance sheet approach which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the statement of financial position. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s remaining open tax years subject to examination by the Internal Revenue Service include the years ended December 31, 2007 through 2010.

Preferred Stock

The Company accounts for its preferred stock under the provisions of Accounting Standards Codification on Distinguishing Liabilities from Equity, which sets forth the standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard requires an issuer to classify a financial instrument that is within the scope of the standard as a liability if such financial instrument embodies an unconditional obligation to redeem the instrument at a specified date and/or upon an event certain to occur. The Company has determined that its preferred stock does not meet the criteria requiring liability classification as its obligation to redeem these instruments is not based on an event certain to occur. Future changes in the certainty of the Company’s obligation to redeem these instruments could result in a change in classification.

Derivative Financial Instruments

The Company accounts for derivative instruments in accordance with FASB ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability.

Beneficial Conversion and Warrant Valuation

The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt and equity instruments that have conversion features at fixed rates that are in-the-money when issued, and the fair value of warrants issued in connection with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants, based on their relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature. The discounts recorded in connection with the BCF and warrant valuation are recognized a) for convertible debt as interest expense over the term of the debt, using the effective interest method or b) for preferred stock as dividends at the time the stock first becomes convertible.

Fair Value of Financial Instruments

The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

· Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities.

· Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

· Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2011. The Company uses the market approach to measure fair value of its Level 1 financial assets, which include cash equivalents of $1,163,062 and $1,741,476 at December 31, 2010 and June 30, 2011, respectively. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The Company does not have any Level 2 financial assets or liabilities.The Company’s Level 3 financial liabilities measured at fair value consisted of the warrant liability as of June 30, 2011 (see Note 5).

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts receivable, other receivables, accounts payable, related party payable and accrued expenses. The fair value of the Company’s notes payable approximate their carrying value based upon current rates available to the Company.

Stock-Based Compensation

Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan (the “Plan” – see Note 6) is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period.  The Company estimates the fair value of each option award issued under the Plan on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company estimates the volatility of its common stock at the date of grant based on the volatility of comparable peer companies which are publicly traded. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. In addition, the Company separates the grants into homogeneous groups and analyzes the assumptions for each group.  The Company used the following assumptions for options granted during the six months ended June 30, 2011:

Six months ended June 30,	2011	2010
Expected term (in years)	6.59	5.0
Weighted average volatility	54.91%	59.6%
Risk free rate	3.21%	2.65%
Expected dividends	0	0

The Company estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates.  Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and also impact the amount of unamortized compensation expense to be recognized in future periods.  Current expected forfeiture rates ranged from 16.22% to 47.69% and the weighted average forfeiture rate was 18.67% and 48.0% during the six months ended June 30, 2011 and 2010, respectively.

Use of Estimates

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

Recent Accounting Pronouncements

There are several new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective.  Management does not believe any of these accounting pronouncements will be applicable and therefore will not have a material impact on the Company's financial position or operating results.

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Restatement

3 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Restatement

NOTE 10.    RESTATEMENT

As discussed further in Notes 4 and 5, in May 2011 the Company sold Units of common and preferred stock and warrants for net proceeds of $3,007,473 and we have determined the warrants require classification in liability as derivative warrants in accordance with ASC 815. Derivative warrants are carried both initially and subsequently at fair value with changes in fair value reflected in income. In addition, we determined the Units sold to the Company’s Chief Executive Officer resulted in compensation expense in accordance with ASC 718. The impact of the application of ASC 815 and ASC 718 on the affected line items of the Company's quarterly financial statements for the three and six months ended June 30, 2011 is set forth below:

Balance Sheet

As of June 30, 2011

	As Previously Reported	Adjustment	As Restated
Warrant liability	$               -	$1,037,419	$1,037,419
Total liabilities	2,201,977	1,037,419	3,239,396
Additional paid-in capital	17,080,516	(1,051,210)	16,029,306
Accumulated deficit	(15,413,206)	13,791	(15,399,415)
Total stockholders’ equity	1,671,108	(1,037,419)	633,689

Statement of Operations

Three Months Ended June 30, 2011

	As Previously Reported	Adjustment	As Restated
General and administrative expenses	$984,517	$16,000	$1,000,517
Total operating expenses	1,063,219	16,000	1,079,219
Loss from operations	(598,517)	16,000	(614,517)
Change in fair value of warranty liability	-	29,791	29,791
Total other income (expense)	(6,168)	29,791	23,623
Net loss	(604,685)	13,791	(590,894)

Statement of Operations

Six Months Ended June 30, 2011

	As Previously Reported	Adjustment	As Restated
General and administrative expenses	1,917,639	$16,000	1,933,639
Total operating expenses	2,193,863	16,000	2,209,863
Loss from operations	(1,247,918)	16,000	(1,263,918)
Change in fair value of warranty liability	-	29,791	29,791
Total other income (expense)	(13,096)	29,791	16,695
Net loss	(1,261,014)	13,791	(1,247,223)

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Balance Sheets (Unaudited) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current:
Cash and cash equivalents	$ 2,091,988	$ 1,503,105
Accounts receivable	389,134	391,114
Other receivables	1,000	39,105
Prepaid expenses and other assets	1,258,634	24,568
Total current assets	3,740,756	1,957,892
Property and equipment, net	122,091	140,918
Other assets:
Loan costs, net of accumulated amortization of $6,957 and $5,060	1,898	3,795
Security deposits	8,340	8,340
Total assets	3,873,085	2,110,945
Current liabilities:
Accounts payable	671,952	633,506
Related party payable	6,128	3,358
Accrued expenses	104,184	81,014
Unearned revenue	1,228,956	1,097,466
Current portion of notes payable	186,807	351,568
Total current liabilities	2,198,027	2,166,912
Notes payable, less current portion		10,569
Deferred rent	3,950	9,220
Warrant liability	1,037,419
Total liabilities	3,239,396	2,186,701
Stockholders' deficit (Notes 4 and 5):
Common Stock	3,798
Additional paid-in capital	16,029,306	14,074,956
Accumulated deficit	(15,399,415)	(14,152,192)
Total stockholders' equity (deficit)	633,689	(75,756)
Total liabilities and stockholders' equity (deficit)	3,873,085	2,110,945
Series A Convertible Preferred Stock
Stockholders' deficit (Notes 4 and 5):
Preferred Stock		76	[1]
Series A-1 Convertible Preferred Stock
Stockholders' deficit (Notes 4 and 5):
Preferred Stock		78	[2]
Series A-2 Convertible Preferred Stock
Stockholders' deficit (Notes 4 and 5):
Preferred Stock		1,226	[3]
Series A Common Stock
Stockholders' deficit (Notes 4 and 5):
Preferred Stock		50	[4]
Series B Non-Voting Common Stock
Stockholders' deficit (Notes 4 and 5):
Preferred Stock		$ 50	[5]

[1] Series A convertible preferred stock; $.0001 par value; 2,958,786 shares authorized; 762,907 shares issued and outstanding (liquidation preference at December 31, 2010, $1,070,473)

[2] Series A-1 convertible preferred stock; $.0001 par value; 3,609,326 shares authorized; 778,307 shares issued and outstanding (liquidation preference at December 31, 2010, $2,221,992)

[3] Series A-2 convertible preferred stock; $.0001 par value; 13,099,885 shares authorized; 12,259,334 shares issued and outstanding (liquidation preference at December 31, 2010, $10,674,017)

[4] Series A common stock; $.0001 par value; 24,832,003 shares authorized; 504,270 shares issued and outstanding

[5] Series B nonvoting common stock; $.0001 par value; 500,000 shares authorized, issued and outstanding