10-12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

IGGYSHOUSE.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	27-4755733 (IRS Employer Identification No.)
3433 Broadway Street NE, Suite 501 Minneapolis, MN (Address of principal executive offices)	55413 (Zip Code)

Registrant’s telephone number, including area code:  (888) 932-3447

Securities to be registered pursuant to Section 12(b) of the Act:  none

Securities to be registered pursuant to Section 12(g) of the Act:  common stock, par value $0.001 per share

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

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

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND

ITEMS OF FORM 10

Our information statement is filed as Exhibit 99.1 to this Form 10.  For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.

Item No.	Caption	Location in Information Statement
Item 1.	Business	See “Summary”, “Our Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “The Spin-off”
Item 1A.	Risk Factors	See “Risk Factors”
Item 2.	Financial Information	See “Summary”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” and the statements referenced therein
Item 3.	Properties	See “Our Business—Properties”
Item 4.	Security Ownership of Certain Beneficial Owners and Management	See “Security Ownership of Certain Beneficial Owners and Management”
Item 5.	Directors and Executive Officers	See “Management”
Item 6.	Executive Compensation	See “Executive Compensation”
Item 7.	Certain Relationships and Related Transactions, and Director Independence	See “Management” and “Related Person Transactions”
Item 8.	Legal Proceedings	See “Our Business—Legal Proceedings”
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	See “Summary”
Item 10.	Recent Sales of Unregistered Securities	Not applicable
Item 11.	Description of Registrant’s Securities to be Registered	See “Description of Capital Stock”
Item 12.	Indemnification of Directors and Officers	See “Management” and “Description of Capital Stock”
Item 13.	Financial Statements and Supplementary Data	See “Index to Financial Statements” and the statements referenced therein
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	Not applicable

Item 15.  Financial Statements and Exhibits.

(a) Financial Statements

The following audited financial statements and accompanying audit opinion are included in the Information Statement and filed as part of this Registration Statement on Form 10:

Carve-out Financial Statements of Iggyshouse.com, Inc. for the year ended October 31, 2010 and for the period from inception (June 12, 2009) to October 31, 2009

(1) Report of Independent Registered Public Accounting Firm

(2) Balance Sheets of IggysHouse.com, Inc. dated as of October 31, 2010 and 2009

(3) Statement of Operations of IggysHouse.com, Inc. for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009

(4) Statement of Cash Flows of IggysHouse.com, Inc. for the year ended October 31,  2010 and the period from inception (June 12, 2009) to October 31, 2009

(5) Statement of Stockholder Equity for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009

(6) Notes to Financial Statements

Financial Statements of Iggyshouse.com, Inc. for the three month period ended January 31, 2011 and 2010

(1) Balance Sheets

(3) Statement of Operations

(4) Statement of Cash Flows

(6) Notes to Financial Statements

(b) Exhibits

The following documents are filed as exhibits hereto unless otherwise indicated:

Exhibit No.	Exhibit Description
2.1	Distribution Agreement by and between Webdigs, Inc. and IggysHouse.com, Inc., dated March 11, 2011 (filed herewith)
3.1	Certificate of Incorporation (filed herewith)
3.2	Bylaws (filed herewith)
99.1	Preliminary Information Statement (filed herewith)

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

IGGYSHOUSE.COM, INC.

By:  /s/ Edward P. Wicker

Name: Edward Wicker

Title:

Date:  April 25, 2011

Item 15.  Financial Statements and Exhibits

IGGYSHOUSE.COM

CARVE-OUT FINANCIAL STATEMENTS

FOR THE YEAR ENDED OCTOBER 31, 2010 AND THE PERIOD FROM INCEPTION (JUNE 12, 2009) TO OCTOBER 31, 2009

AND

IGGYSHOUSE.COM

FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTH

PERIODS  ENDED JANUARY  31, 2011 and 2010

IGGYSHOUSE.COM

TABLE OF CONTENTS

	PAGE
Carve-out Financial Statements for the Year Ended October 31, 2010 and for the Period From Inception (June 12, 2009) to October 31, 2009
Report of Independent Registered Public Accounting Firm	F-1
Carve-Out Financial Statements:
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

Financial Statements for the Three Month Periods Ended January 31, 2011 and 2010 (unaudited)
Balance Sheets	F-15
Statements of Operations	F-16
Statements of Cash Flows	F-17
Notes to Financial Statements	F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee and Board of Directors of Webdigs, Inc.

Minneapolis, Minnesota

We have audited the accompanying carve-out balance sheets of Iggyshouse.com (the “Company”) as of October 31, 2010 and 2009, and the related carve-out statements of operations, equity and cash flows for the year ended October 31, 2010 and the  period from inception (June 12, 2009) to October 31, 2009.  These carve-out financial statements are the responsibility of the management of Webdigs, Inc.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the carve-out financial statements referred to above present fairly, in all material respects, the financial position of Iggyshouse.com as of October 31, 2010 and 2009, and the results of its operations and its cash flows for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying carve-out financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered losses from operations , 200since its inception on June 12, 2009.  This factor raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moquist Thorvilson Kaufmann Kennedy & Pieper LLC

Edina, Minnesota

March 4, 2011

F-1

IGGYSHOUSE.COM

CARVE-OUT BALANCE SHEETS

	October 31,
	2010			2009
ASSETS
Current assets:	$	—		$	—
Total current assets		—			—
Computer equipment		17,648			17,648
Less accumulated depreciation		(12,501	)		(3,677	)
Net computer equipment		5,147			13,971
Intangible assets, net		100,000			1,935,726
Total assets	$	105,147		$	1,949,697
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	29,000		$	16,050
Loan from Webdigs, Inc. (Parent)		50,000			—
Accrued interest		4,778			—
Deferred revenue		1,141			—
Total current liabilities		84,919			16,050
Equity:
Equity investment from Webdigs, Inc. (Parent)		2,133,061			2,031,296
Accumulated deficit		(2,112,833	)		(97,649	)
Total equity		20,228			1,933,647
Total liabilities and equity	$	105,147		$	1,949,697

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

F-2

IGGYSHOUSE.COM

CARVE-OUT STATEMENTS OF OPERATIONS

	Year Ended October 31, 2010			Period from June 12, 2009 (inception) to October 31, 2009
Revenue:
Gross revenues	$	7,746		$	—
Less commission paid to participating brokerages		(1,800	)		—
Net revenues		5,946			—
Operating expenses:
Selling		111,215			41,468
General and administrative		47,650			11,845
Amortization of intangible assets		606,032			44,336
Impairment charge against intangible assets		1,251,455			—
Total operating expenses		2,016,352			97,649
Operating loss		(2,010,406	)		(97,649	)
Interest expense		(4,778	)		—
Net loss before income taxes		(2,015,184	)		(97,649	)
Income tax provision		—			—
Net loss	$	(2,015,184	)	$	(97,649	)

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

F-3

IGGYSHOUSE.COM

CARVE-OUT STATEMENTS OF EQUITY

For the Year Ended October 31, 2010 and the Period from

Inception (June 12, 2009) to October 31, 2009

	Equity Investment From Parent		Accumulated Deficit			Total Equity
Balance, June 12, 2009	$	—	$	—		$	—
Initial contribution by Webdigs, Inc. (Parent) consisting
of shares of parent common stock issued and cash paid
to acquire Iggys House, Inc.'s assets		1,975,630		—			1,975,630
Additional contribution of invested equity by parent		55,666		—			55,666
Net loss for the period from June 12, 2009 (inception)
to October 31, 2009		—		(97,649	)		(97,649	)
Balance, October 31, 2009		2,031,296		(97,649	)		1,933,647
Contribution of invested equity by parent		101,765		—			101,765
Net loss for the year ended  October 31, 2010		—		(2,015,184	)		(2,015,184	)
Balance, October 31, 2010	$	2,133,061	$	(2,112,833	)	$	20,228

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

F-4

IGGYSHOUSE.COM

CARVE-OUT STATEMENTS OF CASH FLOWS

	Year Ended October 31, 2010			Period from June 12, 2009 (inception) to October 31, 2009
Cash flows from operating activities:
Net loss	$	(2,015,184	)	$	(97,649	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		8,824			3,677
Amortization of intangible assets		606,032			44,336
Impairment charge against intangible assets		1,251,455			—
Changes in operating assets and liabilities:
Accounts payable		12,950			16,050
Accrued interest		4,778			—
Deferred revenue		1,141			—
Net cash flows used in operating activities		(130,004	)		(33,586	)
Cash flows from investing activities:
Purchase of equipment and intangible assets		(21,761	)		(182,085	)
Net cash flows used in investing activities		(21,761	)		(182,085	)
Cash flows from financing activities:
Loan proceeds from parent		50,000			—
Equity investment from parent		101,765			215,671
Net cash flows provided by financing activities		151,765			215,671
Net change in cash and cash equivalents		—			—
Cash and cash equivalents, beginning of period		—			—
Cash and cash equivalents, end of period	$	—		$	—
Supplemental disclosure of non-cash investing activities
Shares of common stock issued by parent to acquire assets from Iggys House, Inc.	$	—		$	1,815,625

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

F-5

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These carve-out financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), represent a carve out of the operations of Iggyshouse.com (“Iggys” or the “Company”) from the financial statements of Webdigs, Inc. The carve-out statements reflect the assets, liabilities, operations and cash flows relating to the web-assisted real estate brokerage service operations of Iggyshouse.com, a division of Webdigs, Inc. (the “Parent”).  The Company commenced operations on June 12, 2009 when a selected group of assets were acquired from a dormant entity, Iggys House, Inc.  Iggys business model is centered on listing homes for its customers through a network of participating brokerages throughout the entire United States.   

As the Iggys operations are an unincorporated combined entity, these carve-out financial statements represent the equity in the net assets of the operations rather than the stockholders’ equity. In addition, while the operations are not a taxable legal entity, current and deferred income taxes have been provided in these carve-out financial statements as if they were.

Due to the inherent limitations of carving out the assets, liabilities, operations and cash flows from larger entities, these carve-out financial statements may not necessarily reflect Iggys financial position, results of operations and cash flows for future periods, nor do they reflect the financial position, results of operations and cash flows that would have been realized had the Iggys operations been a stand-alone entity during the periods presented.

Estimates

The preparation of these carve-out 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 reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company’s financial instruments consist of accounts payable, accrued expenses, and loans payable.  The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term nature of these instruments.

F-6

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

Intangible Assets

Intangible assets are stated at cost.  They are comprised of website software, a customer list and a non-compete agreement all acquired in the Iggys asset acquisition on June 12, 2009.   All of these intangible assets are being amortized on the straight-line method over a 3-year life.  As of October 31, 2010, the Company’s website software, which is not currently being utilized, is held at a written down estimated fair value of $100,000 with no monthly amortization.  (See Impairment of Long-Lived Assets)

Computer Equipment

Computer equipment is recorded at cost.  Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized.  When items of property or equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income (loss).

Depreciation is provided on the straight-line method over the estimated useful lives of the respective assets as follows:

Computer equipment 2 to 5 years

Impairment of Long-Lived Assets

The Company accounts for the impairment or disposal of long-lived assets, such as website development costs, customer lists, non-compete agreements and computer equipment by reviewing 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 estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

The Company assessed impairment of its long-lived assets as of July 31, 2010, and determined that an impairment charge was required (see Note 3).  As of October 31, 2010, the Company determined that there was no additional impairment charge required.  The Company will retest for impairment again on October 31, 2011 or sooner if circumstances change.

Revenue Recognition

Real estate lead generation revenues are recognized proportionally over the time period covered by the listing contract agreed through the Company’s website for its participating brokerage partners.    In most cases, the Company’s customers register for a three or six month MLS listing agreements.  Revenues are then prorated over the three or six month contract period.

F-7

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and items defined as other comprehensive income (loss).  Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities.  For the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009, there were no adjustments to net loss to arrive at comprehensive loss.

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 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 for its net deferred tax assets as of October 31, 2010 and 2009 because realization of those assets is not reasonably assured.

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 October 31, 2010 and 2009.

Advertising

The Company expenses advertising costs as incurred.  Advertising expense amounted to $13,095 and $204 for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009, respectively.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820).  ASU 2010-06 provides additional disclosure requirements related to fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Disclosure requirements applicable to Level 3 transactions are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years, with early adoption permitted.  The portion of ASU 2010-06 that was effective beginning after December 15, 2009 did not have a material effect on the financial position, results of operations or cash flows of the Company. Additionally, the Company does not anticipate that the disclosure requirements applicable to Level 3 transactions that are effective for fiscal years beginning after December 15, 2010 will have a material effect on the financial position, results of operations or cash flows of the Company.

F-8

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

2  GOING CONCERN

The Company has incurred significant operating losses for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009.  At October 31, 2010, the Company reported a negative working capital position of $84,919, and an accumulated deficit of $2,112,833. 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.

In order to meet its working capital needs through the next twelve months, the Company plans to raise additional funds through debt or equity financing from its Parent.  The Company is hopeful that it can increase revenues through targeted internet advertising in the upcoming fiscal year.

3  FIXED ASSETS AND INTANGIBLE ASSETS

On June 12, 2009, the Parent entered into an Asset Purchase Agreement with Iggys House, Inc. to acquire selected assets in consideration of $150,000 in cash and the issuance of 7,262,500 shares of the Parent’s common stock to the former owners of Iggys House.  Iggys House, Inc. was a dormant entity that previously had operated as a web-assisted real estate broker in 38 states.  The transaction was determined not to be a business combination and therefore was accounted for as an asset purchase.  In connection with this transaction, the Company incurred legal costs of $10,005.

The Company calculated total consideration given for the asset purchase at $1,975,630 using a per share fair value of $0.25 for the Parent’s common shares totaling 7,262,500 ($1,815,625) issued as part of the transaction, the $150,000 in cash paid, and legal costs of $10,005.  The Company allocated the fair value of the purchase consistent with Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures.  The fair values of the assets acquired were valued internally by the Company based upon numerous methods including discounted cash flows, annualized revenues and original costs.

F-9

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

The allocated fair values for the asset purchase were as follows:

Asset Allocation	Fair Value
Fixed Assets:
Computer equipment	$	17,648
Intangible Assets:
Website software		1,336,041
Customer lists		355,922
Non-compete agreements		266,019
Subtotal intangible assets		1,957,982
Total asset purchase allocation	$	1,975,630

Since the Parent’s purchase of the Iggys House assets, the Company has experienced limited revenue from the IggysHouse.com website since it went live on January 6, 2010. A continued lack of growth from this website has resulted in the management evaluating the intangible assets acquired from IggysHouse.com with respect to future financial results and cash flows.  As a result of this review, the Company’s management determined that the fair value and future undiscounted cash flows were less than their carrying value.  The fair value of the Iggys House software assets originally capitalized at $1,336,041 as of the June 9, 2009 acquisition date was reduced to $100,000 during the year ended October 31, 2010.  All other intangible assets acquired as part of the Iggys House acquisition were fully impaired during the year ended October 31, 2010.   As a result, the Company recognized a total impairment charge of $1,251,455 during the year ended October 31, 2010.

Depreciation expense amounted to $8,824 and $3,677 for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009, respectively.

F-10

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

At October 31, 2010 and 2009, the Company’s remaining intangible assets were as follows:

	October 31, 2010						October 31, 2009
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Identifiable assets with determinable lives:
Website software	$	100,000	$	—	$	100,000	$	1,358,121	$	—		$	1,358,121
Customer lists		—		—		—		355,922		—			355,922
Non-compete agreements		—		—		—		266,019		(44,336	)		221,683
Total Intangible Assets	$	100,000	$	—	$	100,000	$	1,980,062	$	(44,336	)	$	1,935,726

The Iggys website software is not currently in service and will not be amortized further until the Company determines its future course of action with this asset.  The Company is currently utilizing a third party website host to support its operations.

4  INCOME TAXES

The Company accounts for income taxes taking into account deferred tax assets and liabilities which represent the future tax consequences of the differences between financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities.  Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year the change is enacted.

F-11

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

The provision (benefit) for income taxes consists of the following for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009:

	2010			2009
Current	$	—		$	—
Deferred		(806,000	)		(39,000	)
Subtotal		(806,000	)		(39,000	)
Valuation allowance		806,000			39,000
Provision for income taxes	$	—		$	—

The provision for income taxes varies from the statutory rate applied to the total loss as follows for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009:

	2010			2009
Federal income tax benefit at statutory rate (34%)	$	(685,000	)	$	(33,000	)
State tax benefit, net of federal		(121,000	)		(6,000	)
Current valuation allowance		806,000			39,000
	$	—		$	—

F-12

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

Significant components of the Company’s estimated deferred tax balances consist of the following at October 31, 2010 and 2009:

	2010			2009
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	172,000		$	52,000
Accrued expenses		2,000
Depreciation		1,000			—
Amortization		670,000			(13,000	)
Net deferred tax assets		845,000			39,000
Valuation allowance		(845,000	)		(39,000	)
Net deferred tax assets	$	—		$	—

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible.  The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.  The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized.  The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased.

The Company did not have any material unrecognized tax benefits as of October 31, 2010 and 2009.   The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company recorded no interest and penalties during the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009.

5  LOAN FROM PARENT

During 2010, the Company received loans from the Parent to fund working capital requirements. These loans bear interest at 12% and are due on demand. At October 31, 2010 the balance due under these loans was $50,000.  For the year ended October 31, 2010, the Company incurred $4,778 of interest expense in connection with these loans.  Accrued interest included in accrued expenses due under the loans as of October 31, 2010 was $4,778.

F-13

IGGYSHOUSE.COM

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

For the Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

6  EQUITY

2010 Activity

During the year ended October 31, 2010, the Parent contributed $101,765 in invested equity to the Company.

2009 Activity

On June 12, 2009, Webdigs, Inc (Parent) contributed an initial equity investment of $1,975,630 to acquire the assets used to commence the Company’s operations. This investment included 7,262,500 shares of Webdigs common stock with a total fair value of $1,815,625 and cash of $160,005.

During the period from June 12, 2009 (inception) to October 31, 2009, the Parent contributed an additional $55,666 in invested equity to the Company.

F-14

IGGYSHOUSE.COM

BALANCE SHEETS

	January 31, 2011			October 31, 2010
	(Unaudited)			(Audited)
ASSETS
Current assets:	$	-		$	-
Total current assets		-			-
Computer equipment		17,648			17,648
Less accumulated depreciation		(14,707	)		(12,501	)
Net computer equipment		2,941			5,147
Intangible assets, net		64,707			100,000
Total assets	$	67,648		$	105,147
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	34,088		$	29,000
Advances from Webdigs, Inc. (Parent)		9,101			-
Loan from Webdigs, Inc. (Parent)		50,000			50,000
Accrued interest		6,278			4,778
Deferred revenue		1,833			1,141
Total current liabilities		101,300			84,919
Equity:
Equity investment from Webdigs, Inc. (Parent)		2,133,061			2,133,061
Accumulated deficit		(2,166,713	)		(2,112,833	)
Total equity		(33,652	)		20,228
Total liabilities and equity	$	67,648		$	105,147

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

F-15

IGGYSHOUSE.COM

STATEMENTS OF OPERATIONS

	Three Months Ended
	January 31,
	2011			2010
	(Unaudited)			(Unaudited)
Revenue:
Gross revenues	$	2,887		$	-
Less commission paid to participating brokerages		(835	)		-
Net revenues		2,052			-
Operating expenses:
Selling		6,666			27,153
General and administrative		12,473			9,622
Amortization of intangible assets		35,293			105,577
Total operating expenses		54,432			142,352
Operating loss		(52,380	)		(142,352	)
Interest expense		(1,500	)		-
Net loss before income taxes		(53,880	)		(142,352	)
Income tax provision		-			-
Net loss	$	(53,880	)	$	(142,352	)

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

F-16

IGGYSHOUSE.COM

STATEMENTS OF CASH FLOWS

	Three Months Ended January 31,
	2011  (unaudited)			2010  (unaudited)
Cash flows from operating activities:
Net loss	$	(53,880	)	$	(142,352	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		2,206			2,206
Amortization of intangible assets		35,293			105,577
Changes in operating assets and liabilities:
Accounts payable		5,088			(1,505	)
Accrued interest		1,500			-
Deferred revenue		692			-
Net cash flows used in operating activities		(9,101	)		(36,074	)
Cash flows from investing activities:
Purchase of equipment and intangible assets		-			(21,761	)
Net cash flows used in investing activities		-			(21,761	)
Cash flows from financing activities:
Advances from Webdigs, Inc. (Parent)		9,101			-
Loan proceeds from parent		-			50,000
Equity investment from parent		-			7,835
Net cash flows provided by financing activities		9,101			57,835
Net change in cash and cash equivalents		-			-
Cash and cash equivalents, beginning of period		-			-
Cash and cash equivalents, end of period	$	-		$	-

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

F-17

IGGYSHOUSE.COM

NOTES TO FINANCIAL STATEMENTS

For the Three Month Periods Ended January 31, 2011 and 2010

1  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared by Iggyshouse.com, 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 carve-out financial statements and notes included elsewhere in this Form 10 filing for the year ended October 31, 2010.

The financial statements reflect the assets, liabilities, operations and cash flows relating to the web-assisted real estate brokerage service operations of Iggyshouse.com, a wholly-owned subsidiary of Webdigs, Inc. (the “Parent”). 

2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Iggyshouse.com, Inc. (the Company) is an Internet-based business which offers to its consumers, through its network of participating real estate brokerages, a home listing on their local real estate multiple listing service (MLS) for a flat monthly fee of $49.95. With access to the MLS, the home seller is receiving the same exposure provided by other brokerages who list homes on the same MLS at a much higher cost to the consumer.    The Company commenced operations on June 12, 2009 when a selected group of assets were acquired from a dormant entity, Iggys House, Inc. by Webdigs, Inc. (the Parent).

Estimates

The preparation of these 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 reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

F-18

IGGYSHOUSE.COM

NOTES TO FINANCIAL STATEMENTS

For the Three Month Periods Ended January 31, 2011 and 2010

 
 

Intangible Assets

Intangible assets are stated at cost.  They are comprised of website software, a customer list and a non-compete agreement all acquired in the Iggys asset acquisition on June 12, 2009.  All of these intangible assets were being amortized on the straight-line method over an original 3-year life.  The Company subsequently impaired the customer list and non-compete agreement down to zero during the 3rd quarter ended July 31, 2010 and the Company’s website software was written down to an estimated fair value of $100,000.  The website software is being amortized over its remaining life of 17 months from July 31, 2010.

Computer Equipment

Computer equipment is recorded at cost.  Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized.  When items of property or equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income (loss).

Depreciation is provided on the straight-line method over the estimated useful lives of the respective assets as follows:

Computer equipment 2 to 5 years

Impairment of Long-Lived Assets

The Company accounts for the impairment or disposal of long-lived assets, such as website development costs, customer lists, non-compete agreements and computer equipment by reviewing 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 estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Revenue Recognition

Real estate lead generation revenues are recognized proportionally over the time period covered by the listing contract agreed through the Company’s website for its participating brokerage partners.  In most cases, the Company’s customers register for a three or six month MLS listing agreements.  Revenues are then prorated over the three or six month contract period.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and items defined as other comprehensive income (loss).  Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities.  For the three month periods ended January 31, 2011 and 2010, there were no adjustments to net loss to arrive at comprehensive loss.

F-19

IGGYSHOUSE.COM

NOTES TO FINANCIAL STATEMENTS

For the Three Month Periods Ended January 31, 2011 and 2010

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 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 for its net deferred tax assets as of January 31, 2011 and 2010 because realization of those assets is not more likely than not.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820).  ASU 2010-06 provides additional disclosure requirements related to fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Disclosure requirements applicable to Level 3 transactions are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years, with early adoption permitted.  The portion of ASU 2010-06 that was effective beginning after December 15, 2009 did not have a material effect on the financial position, results of operations or cash flows of the Company. Additionally, the Company does not anticipate that the disclosure requirements applicable to Level 3 transactions that are effective for fiscal years beginning after December 15, 2010 will have a material effect on the financial position, results of operations or cash flows of the Company.

3  GOING CONCERN

The Company has incurred significant operating losses for the three month period ended January 31, 2011 and since inception.  At January 31, 2011, the Company reported a negative working capital position of $101,300, and an accumulated deficit of $2,166,713. 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.

In order to meet its working capital needs through the next twelve months, the Company plans to raise additional funds through debt or equity financing from its Parent.  The Company is hopeful that it can increase revenues through targeted internet advertising in the upcoming fiscal year.

4  LOAN FROM PARENT

During 2010, the Company received loans from the Parent to fund working capital requirements. These loans bear interest at 12% and are due on demand. At January 31, 2011 the balance due under these loans was $50,000.  For the three month period ended January 31, 2011, the Company incurred $1,500 of interest expense in connection with these loans.  Accrued interest included in accrued expenses due under the loans as of January 31, 2011 was $6,278.

5  EQUITY

There was no change in invested equity to the Company during the three month period ended January 31, 2011.

F-20

EX-2.1

Exhibit 2.1

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of March 2011, by and between Webdigs, Inc., a Delaware corporation (“Parent”); and IggysHouse.com, Inc., a recently formed Delaware corporation that is a wholly-owned subsidiary of Parent (“Subsidiary”).

INTRODUCTION

A.           In September 2010, Parent formed Subsidiary.  As of the date of this Agreement, Parent wishes to enter into a written Subscription Agreement (the “Subscription Agreement”) (to which Subscription Agreement this Agreement is attached as “Annex I”) for the purpose of transferring to Subsidiary all of the assets and rights of Parent described in Schedule A attached as part of this Agreement (the “Transferred Assets”) in exchange for (1) Subsidiary’s assumption of certain existing and contingent Liabilities of Parent described in Schedule B attached as a part of this Agreement (the “Assumed Liabilities”); and (2) Subsidiary’s issuance to Parent of one share of the voting common stock of Subsidiary (“Subsidiary Common Stock”).  Subsidiary has been formed to (i) separate the Transferred Assets and the Assumed Liabilities from Parent; (ii) allow the Parent Shareholders (as defined in Section 1.01) to share, after the distribution of Subsidiary Common Stock to them (as described in part B below), in the ultimate value of the Transferred Assets, if any, after satisfaction of the Assumed Liabilities; and (iii) provide for the indemnification described in the first paragraph of this part A.

B.           To further those purposes, the Board of Directors of Parent has determined that it is in the best interests of Parent and the Parent Shareholders to fully separate the Transferred Assets and Assumed Liabilities from Parent through (1) the distribution of all of the Subsidiary Common Stock (after a stock split required to provide for the necessary shares) to the Parent Shareholders (as those terms are defined in Section 1.01); and (2) the adjustment of Parent Stock Options (as defined in Section 1.01) (collectively, the “Distribution,” as more fully defined in Section 1.01.  The Distribution is intended to equitably adjust the rights of the holders of Parent Stock Options, to preserve their intrinsic value after the Distribution, by adjustment of their terms and the issuance of Subsidiary Stock Options.  After the Distribution, Parent will not hold any shares of Subsidiary Common Stock.

C.           In connection with the Subscription Agreement and the Distribution, Parent and Subsidiary have determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Distribution; and to set forth the agreements between Parent and Subsidiary that will govern certain matters after the Distribution.

AGREEMENT

NOW, THEREFORE, in consideration of the facts recited above, which are a part of this Agreement, and the respective promises set forth below, the parties agree as follows:

ARTICLE 1

DEFINITIONS

1.01       General.  For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Action” shall mean any claim, action, suit, cause of action, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity or any arbitration tribunal.

“After-Tax Basis” means, with respect to any Liability or other loss indemnified hereunder, the actual amount of any payment to be made with respect to such Liability or loss, after giving effect to any Tax cost incurred by the recipient arising out of the receipt of such payment (unless such receipt is treated as other than the receipt of Taxable income), and reducing such payment by the value of, any and all federal, state or other Tax Benefits (as defined in Section 8.01) attributable to the full payment of the indemnified Liability or loss, which value shall be determined on an assumed basis by multiplying the amount of any applicable deduction, credit, offset or other Tax item by the applicable highest marginal rate of income Taxation in effect for the period for which the adjustment is made.

“Agreement” has the meaning specified in the first paragraph of this Agreement.

“Assumed Liabilities” has the meaning specified in the Introduction.

“Code” means the Internal Revenue Code of 1986, as amended.

“Debt” shall mean all (i) indebtedness for borrowed money and obligations evidenced by bonds, notes, debentures or similar instruments; (ii) obligations issued or assumed as the deferred purchase price of property or services; (iii) obligations under capital leases; and (iv) all guarantees of the obligations of other Persons described in the foregoing clauses (i) - (iii).

“Distribution” shall mean, collectively, (i) the distribution of Subsidiary Common Stock by Parent to the Parent Shareholders on the Distribution Date, as such distribution is more fully described in Section 3.04; and (ii) the adjustment of the terms of the Parent Stock Options, pursuant to Sections 4.05, including the issuance of Subsidiary Stock Options to holders of Parent Stock Options.

“Distribution Date” means a business day determined by the Parent Board pursuant to Section 3.02, for the completion of the Distribution.

“Distribution Effective Time” means the close of business on the Distribution Date.

“Distribution Record Date” means the date established by the Parent Board as the date for making a record of the Parent Shareholders entitled to participate in the Distribution.

“Governmental Entity” means any court, regulatory or administrative agency or commission, or other governmental authority or instrumentality.

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“Liabilities” shall mean any and all Debts, liabilities and obligations, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses relating thereto; and including, without limitation, those Debts, liabilities and obligations arising under any law, rule, regulation, Action, threatened Action, order or consent decree of any Governmental Entity or any award of any arbitrator of any kind, and those arising under any contract, commitment or undertaking.

“Parent” has the meaning set forth in the first paragraph of this Agreement.

“Parent Assets” means all of the assets of Parent, as of the date of this Agreement, not identified on Schedule A.

“Parent Board” means Parent’s Board of Directors, as constituted at the applicable time.

“Parent Books and Records” shall mean the books and records (including computerized records) of Parent that are necessary to manage the Parent Assets or are required by law to be retained by Parent (but not including the Subsidiary Books and Records).

“Parent Common Stock” means the outstanding common stock of Parent.

“Parent Liabilities” shall mean (i) the Liabilities, if any, of Parent under, or to be retained or assumed by Parent pursuant to this Agreement; (ii) all Actions against Parent or Liabilities arising out of, or specifically associated with, any of the Parent Assets; and (iii) all other Liabilities of Parent arising out of, or specifically associated with, any of the Parent Assets.

“Parent Shareholders” shall mean the holders of record of Parent CommonStock as of the close of business on the Distribution Record Date.

“Parent Stock Options” has the meaning specified in Section 3.05.

“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, estate, unincorporated organization or Governmental Entity.

“Subscription Agreement” has the meaning specified in the Introduction.

“Subsidiary” has the meaning set forth in the first paragraph of this Agreement.

“Subsidiary Assets” shall mean (i) the Transferred Assets; (ii) the Subsidiary Books and Records; (iii) the rights of Subsidiary under this Agreement; and (iv) all other rights and assets expressly to be retained by, or assigned or allocated to, Subsidiary under this Agreement.

“Subsidiary Board” means Subsidiary’s Board of Directors.

“Subsidiary Books and Records” shall mean the books and records (including computerized records) of Subsidiary and any other books and records of Parent that relate principally to Subsidiary, are necessary to operate the Transferred Assets and satisfy the Assumed Liabilities, or are required by law to be retained by Subsidiary (but not including the Parent Books and Records).

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“Subsidiary Common Stock” has the meaning specified in the Introduction.

“Subsidiary Liabilities” shall mean: (i) all Liabilities of Subsidiary under, or to be retained or assumed by Subsidiary pursuant to, this Agreement; (ii) all Liabilities of Subsidiary other than any Parent Liabilities that are neither included in the Assumed Liabilities (which shall be assumed or retained by Parent in connection with the Distribution), nor indemnified by Subsidiary hereunder; (iii) all Actions against Parent arising out of, or specifically associated with, any of the Subsidiary Assets; and (iv) all other Liabilities of Parent arising out of, or specifically associated with, any of the Subsidiary Assets or the Assumed Liabilities (including any Debt secured by the Subsidiary Assets).

“Subsidiary Stock Options” has the meaning specified in Section 3.05.

“Tax,” “Taxes” and “Taxable” have the respective meanings specified in Section 8.01.

“Tax Return” and “Tax Returns” have the respective meanings specified in Section 8.01.

“Transferred Assets” shall have the meaning specified in the Introduction.

“Treasury Regulations” shall mean the United States Treasury Regulations, as amended.

1.02           Terms Defined Elsewhere in Agreement.  Other capitalized terms are defined in this Agreement for use in specified Articles or Sections, or elsewhere in this Agreement to the extent expressly stated herein.

ARTICLE 2

TRANSFERS OF ASSETS AND TREATMENT OF LIABILITIES

2.01       Performance of Subscription Agreement.  Pursuant to the Subscription Agreement:  (a) Parent shall contribute the Transferred Assets to the capital of Subsidiary, by taking or causing to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance to Subsidiary of Parent’s right, title and interest in the Transferred Assets and any other Subsidiary Assets held by Parent; and (b) in consideration of the Parent’s obligation to make that capital contribution, Subsidiary has issued the Subsidiary Common Stock to Parent and assumed the Assumed Liabilities.

2.02       Transfers Not Effected Before the Distribution.  To the extent that any asset transfers contemplated by this Article 2 shall not have been fully effected as of the Distribution Effective Time:  (a) the parties shall cooperate in good faith to effect such transfers as promptly as shall be practicable after the Effective Time.  Nothing herein shall be deemed to require the transfer of any assets that, by their terms or operation of law, cannot be transferred; provided, however, that Parent and Subsidiary shall cooperate in good faith in seeking to obtain any necessary consents or approvals for the transfer of all assets contemplated to be transferred pursuant to this Agreement; and (b) the party retaining such asset shall thereafter hold such asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto); and take such other actions as may be reasonably required in order to place the parties, insofar as reasonably possible, in the same position as would have existed had such asset been transferred as contemplated hereby; as and when any such asset becomes transferable, such transfer shall be effected forthwith; and (c) the parties agree that, except as set forth in this Section 2.02, as of the Distribution Effective Time, each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the assets, together with all rights, powers and privileges incidental thereto, that such party is entitled to acquire pursuant to the terms of this Agreement.

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2.03       Cooperation Concerning Assets.  If, at any time after the Distribution Date, Subsidiary reasonably determines that any of the Parent Assets (other than cash or investments) are essential for the operation of the Transferred Assets or satisfaction of the Assumed Liabilities, or Parent reasonably determines that any of the Subsidiary Assets are essential for the operation of the Parent Assets, and the nature of such assets makes it impracticable for Subsidiary or Parent, as the case may be, to obtain substitute assets or to make alternative arrangements on commercially reasonable terms to conduct their respective operations, and reasonable provisions for the use thereof are not already included in this Agreement, then Subsidiary (with respect to the Subsidiary Assets) and Parent (with respect to the Parent Assets) shall cooperate in good faith to make such assets available to the other party on commercially reasonable terms, as may be reasonably required for such party to maintain normal business operations.  However, (a) the usage of such assets by the other party shall not materially interfere with the use of such assets by the party holding such assets; and (b) such assets shall be required to be made available only until such time as the other party can reasonably obtain substitute assets or make alternative arrangements on commercially reasonable terms to permit it to maintain normal business operations.

2.04       No Representations or Warranties; Consents.  Each of the parties hereto understands and agrees that no party hereto is, in this Agreement or otherwise, representing or warranting in any way (a) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party; or (b) as to the legal sufficiency to convey title to any asset transferred pursuant to this Agreement or the Subscription Agreement.  IT IS ALSO AGREED AND UNDERSTOOD THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS OF ANY OF THE ASSETS EITHER TRANSFERRED TO OR RETAINED BY THE PARTIES, AS THE CASE MAY BE, AND ALL SUCH ASSETS SHALL BE “AS IS, WHERE IS” AND “WITH ALL FAULTS;” provided, however, that the absence of representations and warranties under this Agreement shall have no effect upon any allocation of Liabilities under this Agreement.

Each party hereto understands and agrees that no party hereto is, in this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement or otherwise will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets.  Notwithstanding the foregoing, the parties shall use their good faith efforts to obtain all consents and approvals, to enter into all reasonable amendatory agreements and to make all filings and applications which may be reasonably required for the consummation of the transactions contemplated by this Agreement; and shall take all such further reasonable actions as shall be necessary to preserve for each of Subsidiary and Parent, to the greatest extent feasible, the economic and operational benefits of the allocation of assets and Liabilities provided for in this Agreement.  If, at any time after the Distribution Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.

5

2.05       Ordinary Course Operations.  The parties agree that all business operations with respect to the Subsidiary Assets and the Assumed Liabilities, including, but not limited to, the administration, payment and collection of accounts payable and accounts receivable (if any), will be conducted in the ordinary course of business and consistent with past practice before the Distribution Effective Time.

2.06       Allocation of Debt.  Debt will be allocated as follows:  (a) any Debt of Parent, including without limitation any Debt secured by Parent Assets, shall be retained by Parent to be satisfied by Parent, except as set forth on Schedule 2.06; and (b) any Debt of Subsidiary, including without limitation any Debt secured by Subsidiary Assets shall be (i) retained as an obligation to be satisfied by Subsidiary or (ii) assumed by Subsidiary (as applicable) as part of the Assumed Liabilities.  In addition, any Debt identified on Schedule B shall be assumed by Subsidiary as part of the Assumed Liabilities.

ARTICLE 3

THE DISTRIBUTION

3.01       Cooperation Before the Distribution.

(a)           Subject to Section 9.08, Subsidiary and Parent shall use all reasonable best efforts to obtain any consents or approvals from any Governmental Entity or other third-party Person that are necessary or desirable in connection with the transactions contemplated hereby.

(b)           Subject to Section 9.08, Subsidiary and Parent will use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to consummate the transactions contemplated under this Agreement including, but not limited to, actions relating to the satisfaction of the conditions indicated in Section 3.02.

3.02       Distribution Record Date, Distribution Date and Procedures.  The Parent Board has established March 22, 2011 as the Distribution Record Date, subject to the following:

(a)           The Parent Board shall establish appropriate procedures in connection with the Distribution and shall establish a Distribution Date that is not later than the fifth business day following the satisfaction or waiver of all conditions precedent to the Distribution, as set forth in Section 3.03.

(b)           If the Distribution Date has not occurred on or prior to the 60th day following the Distribution Record Date (the “Outside Distribution Date”), or the Subsidiary Board determines in its discretion that such conditions are not reasonably likely to be satisfied before the Outside Distribution Date, then the Parent Board shall (i) establish a date designated by the Subsidiary Board in its discretion as a new Distribution Record Date, and (ii) establish a Distribution Date that is not later than the fifth business day following the satisfaction or waiver of all conditions precedent to the Distribution, as set forth in Section 3.03. This Section 3.02(b) shall continue to apply successively if a Distribution Date has not occurred on or before the applicable Outside Distribution Date (i.e., the 60th day following the Distribution Record Date or any new Distribution Record Date, as applicable).

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3.03       Conditions Precedent to the Distribution.  In no event shall the Distribution occur unless the following conditions shall have been satisfied (or waived as provided below):

(a)           no order, injunction or decree shall have been issued by any court of competent jurisdiction to prevent consummation of the Distribution or any of the other transactions contemplated by this Agreement;

(b)           all necessary regulatory approvals and consents of Governmental Entities and other third-party Persons shall have been received, except for any such approvals or consents the failure of which to obtain would not have a material adverse effect on the business, operations or condition (financial or otherwise) of either Parent or Subsidiary;

(c)           the Parent Board shall not have reasonably determined in good faith that the Distribution would not be permitted under the Delaware General Corporation Law; and

(d)           Subsidiary shall have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form 10 for the purpose of registering the Subsidiary Common Stock under the Securities Exchange Act of 1934, as amended; and an information statement satisfying the requirements of Schedule 14A or Schedule 14C of the Securities Exchange Act of 1934, as amended, shall have been filed with the SEC and mailed to the Parent Shareholders.

Parent shall use its best efforts, and shall cooperate with Subsidiary, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, appropriate or desirable to consummate and make effective, in the most expeditious manner practicable, the Distribution and the other transactions contemplated hereby, including without limitation the satisfaction of the conditions set forth in this Section 3.03.

3.04       The Distribution.  As of the Distribution Effective Time, subject to the conditions set forth in this Agreement, Parent shall deliver to Agent (as defined below), for the benefit of the Parent Shareholders, a share certificate representing all of the outstanding shares of Subsidiary Common Stock owned by Parent, which certificate shall be endorsed in blank; and Parent shall instruct the Agent to either distribute to each of the Parent Shareholders, as soon as practicable after the Distribution Date, a certificate (each a “Subsidiary Certificate ”) representing one share of Subsidiary Common Stock for each five shares of Parent Common Stock held by the Parent Shareholder or credit the accounts of each of the Parent Shareholders with such shares (in the case that the Subsidiary Common Stock shall not be certificated).  Subsidiary agrees to provide all Subsidiary Certificates that the Agent shall require in order to effect the Distribution.

“Agent” means The Pacific Stock Transfer Company, acting as distribution agent appointed by Parent to distribute Subsidiary Common Stock to the Parent Shareholders pursuant to the Distribution.

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3.05       Adjustment of Parent Stock Options.  On and after the Distribution Date, Parent shall remain obligated under all Parent Stock Options it has granted; provided, however, that the Parent Stock Options outstanding as of the Distribution Record Date shall be adjusted as of the Distribution Effective Time, as part of the Distribution, in the manner set forth below.  For each Parent Stock Option outstanding as of the Distribution Record Date, there shall be a similar option issued by the Subsidiary as of the Distribution Date.  The intrinsic value of the Parent Stock Options immediately before the Distribution shall be preserved immediately after the Distribution; and the respective exercise prices of the Parent Stock Options shall be allocated between the Parent Stock Options (as so adjusted) and such Subsidiary Stock Options, based upon the relative values of Parent Common Stock and Subsidiary Common Stock following the Distribution, equitably taking into account the one-to-one ratio of Subsidiary Common Stock to Parent Common Stock under the terms of the Distribution (with those prices being rounded to the nearest penny, with any price that ends in exactly one-half of one penny being rounded up to a full penny), all as mutually agreed by Parent and Subsidiary.  “Parent Stock Option” means any option to purchase Parent Common Stock.  “Subsidiary Stock Option” means any option to purchase Subsidiary Common Stock.

ARTICLE 4

SATISFACTION OF LIABILITIES

From and after the Distribution Date, (a) Subsidiary shall assume, pay, perform and discharge in due course all of the Subsidiary Liabilities; and (b) Parent shall assume, pay, perform and discharge in due course all of the Parent Liabilities.

ARTICLE 5

INDEMNIFICATION

5.01       Indemnification by Subsidiary.  Subject to the last paragraph of this Section, and Section 5.03 and 5.05, Subsidiary shall indemnify, defend and hold harmless (on an After-Tax Basis) Parent and each of the past or present directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (the “Parent Indemnitees”), from and against any and all Actions, threatened Actions, costs, damages, Liabilities and expenses, including but not limited to reasonable attorneys’ fees, the reasonable fees of other professionals and experts, and court or arbitration costs (“Indemnifiable Losses”) that are suffered or incurred by any of the Parent Indemnitees and that relate to or arise from all or any of the following:  (a) any failure or alleged failure of Subsidiary to pay, perform or otherwise discharge in due course any of the Subsidiary Liabilities; or (b) the operation or ownership of the Subsidiary Assets after the Distribution Date.

Notwithstanding any contrary provision in this Agreement, Subsidiary shall not be liable to the Parent Indemnitees for any amount of Indemnifiable Losses exceeding $50,000 in the aggregate (the “Indemnification Cap”); nor any such Indemnifiable Loss for which none of the Parent Indemnitees has delivered to Subsidiary, in the manner required under this Article 5, a written claim for indemnification of such Indemnifiable Loss during the period beginning on the Distribution Date and ending on the second anniversary thereof.  All claims for such indemnification for which proper notification of Subsidiary shall have been made by a Parent Indemnitee before the close of business on the last day of such two-year period shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Agreement.

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5.02       Indemnification by Parent.  Subject to Section 5.03 and 5.05, Parent shall indemnify, defend and hold harmless (on an After-Tax Basis) Subsidiary, and each of its past or present directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (the “Subsidiary Indemnitees”) from and against any and all Indemnifiable Losses incurred or suffered by any of the Subsidiary Indemnitees and arising from (a) any failure or alleged failure of Parent to pay, perform or otherwise discharge in due course any of the Parent Liabilities; or (b) the operation or ownership of the Parent Assets after the Distribution Date.

Notwithstanding any contrary provision in this Agreement, Parent shall not be liable to the Subsidiary Indemnitees for any amount of Indemnifiable Losses exceeding $50,000 in the aggregate (the “Indemnification Cap”); nor any such Indemnifiable Loss for which none of the Subsidiary Indemnitees has delivered to Subsidiary, in the manner required under this Article 5, a written claim for indemnification of such Indemnifiable Loss during the period beginning on the Distribution Date and ending on the second anniversary thereof.  All claims for such indemnification for which proper notification of Parent shall have been made by a Subsidiary Indemnitee before the close of business on the last day of such two-year period shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Agreement.

5.03       Insurance Proceeds.  The amount which any party (an “Indemnifying Party”) is or may be required to pay to any other Person (an “Indemnified Person”) pursuant to Section 5.01 or 5.02 shall be reduced (including, without limitation, retroactively) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnified Person in reduction of the related Indemnifiable Loss.  Any such insurance proceeds or other amounts shall not, however, reduce the amount of the Indemnifiable Loss solely for the purpose of calculating whether and the extent to which aggregate Indemnifiable Losses exceed the Indemnification Cap.  If an Indemnified Person has received a payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and later actually receives insurance proceeds, or other amounts in respect of such Indemnifiable Loss as specified above, then such Indemnified Person shall pay to such Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received.

5.04       Procedure for Indemnification.

(a)           Notice of Third-Party Claim.  If an Indemnified Person shall receive written notice of the assertion by a Person (including, without limitation, any Governmental Entity) who is not a party to this Agreement of any claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a “Third-Party Claim”), such Indemnified Person shall give the Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnified Person to give notice as required by this Section 5.04 shall not relieve the Indemnifying Party of its obligations under this Article 5, except to the extent that such Indemnifying Party is materially prejudiced by such failure to give notice.  Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnified Person.

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(b)           Notice of Election to Defend Third-Party Claim.  Within 15 days after the receipt of notice from an Indemnified Person in accordance with Section 5.04(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Person of its election whether to assume responsibility for such Third-Party Claim (provided that, if the Indemnifying Party does not so notify the Indemnified Person of its election within 15 days after receipt of such notice from the Indemnified Person, the Indemnifying Party shall be deemed to have elected not to assume responsibility for such Third-Party Claim).  An election not to assume responsibility for such Third-Party Claim may only be made in the event of a good faith dispute that a Third-Party Claim is not covered as an Indemnifiable Loss under the grounds specified in Section 5.01 or 5.02, as the case may be.  Subject to Section 5.04(e), an Indemnifying Party may elect to defend or to seek to settle or compromise, at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnified Person, any Third-Party Claim; provided, however, that (i) the Indemnifying Party must confirm in writing that it agrees that the Indemnified Person is entitled to indemnification hereunder in respect of such Third-Party Claim; and (ii) no compromise or settlement shall be made without the prior written consent of the Indemnified Person, which consent shall not be reasonably withheld.

(c)           Cooperation with Indemnifying Party; Defense Costs.  In the event that the Indemnifying Party elects to assume responsibility for the Third-Party Claim, pursuant to Section 5.04(b) above, (i) the Indemnified Person shall cooperate in good faith in the defense or settlement or compromise of such Third-Party Claim, including making available to the Indemnifying Party any personnel and any books, records or other documents within the Indemnified Person’s control or which it otherwise has the ability to make available that are necessary or appropriate for the defense of the Third-Party Claim; (ii) the Indemnifying Party shall keep the Indemnified Person reasonably informed regarding the strategy, status and progress of the defense of the Third-Party claim; and (iii) the Indemnifying Party shall consider, in good faith, the opinions and suggestions of the Indemnified Person with respect to the Third-Party Claim.

After notice from an Indemnifying Party to an Indemnified Person of its election to assume responsibility for a Third-Party Claim, such Indemnifying Party shall not be liable to such Indemnified Person under this Article 5 for any legal or other costs or expenses (except costs or expenses approved in advance by the Indemnifying Party) subsequently incurred by such Indemnified Person in connection with the defense thereof; provided, however, that if the defendants in any such claim include both the Indemnifying Party and one or more Indemnified Persons, and in such Indemnified Persons’ reasonable judgment a conflict of interest between such Indemnified Persons and such Indemnifying Party exists in respect of such claim, such Indemnified Persons shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party.

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(d)           Procedure if No Defense Election is Made.  If an Indemnifying Party elects not to assume responsibility for a Third-Party Claim, the Indemnified Person may defend or (subject to the following sentence) seek to compromise or settle such Third-Party Claim.  Notwithstanding the foregoing, an Indemnified Person may not settle or compromise any claim without prior written notice to the Indemnifying Party, which shall have the option within ten days following the receipt of such notice (i) to disapprove the settlement, and to then assume all past and future responsibility for the claim, including immediately reimbursing the Indemnified Person for prior expenditures in connection with the claim; (ii) to disapprove the settlement and continue to refrain from participation in the defense of the claim, in which event the Indemnified Person may, in its sole discretion, proceed with the settlement and the Indemnifying Party shall have no further right to contest the amount or reasonableness of the settlement; (iii) to approve and pay the amount of the settlement, reserving the Indemnifying Party’s right to contest the Indemnified Person’s right to indemnity; or (iv) to approve and pay the settlement.  In the event the Indemnifying Party makes no response to such written notice, the Indemnifying Party shall be deemed to have elected option (ii).  When the Indemnifying Party chooses or is deemed to have chosen option (ii) or (iii), the issue of whether the Indemnified Person has a right to indemnity under this Article 5 shall be resolved by binding arbitration held in Minneapolis, Minnesota (using the rules of American Arbitration Association).  If the Indemnifying Party does not prevail in such arbitration, the Indemnifying Party shall promptly reimburse the Indemnified Person for all Indemnifiable Losses, plus interest on such amounts at the lower of (i) 10% or (ii) the highest legal interest rate, accruing from the date of payment by the Indemnified Person.

(e)           Procedure if Defense Election is Not Effective.  Notwithstanding the foregoing, if an Indemnified Person reasonably and in good faith determines that (i) the Indemnifying Party is not financially capable to defend a Third-Party Claim and to provide full indemnification with respect to any settlement thereof, or (ii) the Indemnifying Party or such Indemnifying Party’s attorney is not adequately representing the Indemnified Person’s interests with respect to such Third-Party Claim, the Indemnified Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third-Party Claim and the Indemnifying Party shall remain responsible for, and be bound by the resolution of, such Third-Party Claim.

(f)           Repayment of Excess Indemnification.  In addition to any adjustments required pursuant to Section 5.03, if the amount of any Indemnifiable Loss shall, at any time subsequent to the payment required by this Agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the Indemnified Person to the Indemnifying Party.

(g)           Subrogation Rights.  In the event of payment by an Indemnifying Party to any Indemnified Person in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Person as to any events or circumstances in respect of which such Indemnified Person may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other party that may be liable.  Such Indemnified Person shall cooperate with such Indemnifying Party in good faith and in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

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5.05       Remedies Cumulative.  Claims for indemnification, compensation and reimbursement brought in accordance with and subject to this Article 5 shall be the sole and exclusive remedy of any Parent Indemnitee or Subsidiary Indemnitee for monetary damages from and after the Distribution Date with respect to breaches of this Agreement.  Without limiting the generality of the foregoing, nothing contained in this Agreement shall limit the rights of any Indemnified Person to seek or obtain injunctive relief or any other equitable remedy to which such Indemnified Person is otherwise entitled.

5.06       Survival of Indemnities.  The obligations of each of Subsidiary and Parent under this Article 5 shall survive the sale or other transfer by it of any assets or business or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of the other related to such assets, business or Liabilities.

ARTICLE 6

ACCESS TO INFORMATION AND SERVICES

6.01       Provision of Corporate Records.  Parent shall deliver, on or as soon as practicable after the Distribution Date, to the extent not previously delivered in connection with the transactions contemplated in Article 2, to Subsidiary all of the Subsidiary Books and Records in Parent’s possession, except to the extent such items are already in the possession of Subsidiary.  The Subsidiary Books and Records shall be the property of Subsidiary, but the Subsidiary Books and Records that reasonably relate to Parent or the Transferred Assets shall be available to Parent for review and duplication until Parent shall notify Subsidiary in writing that such records are no longer of use to Parent.

6.02       Access to Information.  From and after the Distribution Date, Parent shall afford to Subsidiary and its authorized accountants, counsel and other designated representatives reasonable access (including using reasonable efforts to give access to individuals and other Persons possessing information) and duplicating rights during normal business hours, with respect to all records, books, contracts, instruments, computer data and other data and information relating to pre-Distribution operations (collectively, “Information”) within Parent’s possession or control, insofar as such access is reasonably required by Subsidiary for the conduct of its business, subject to appropriate restrictions for classified or privileged information.

Similarly, Subsidiary shall afford to Parent and its authorized accountants, counsel and other designated representatives reasonable access (including using reasonable efforts to give access to individuals and other Persons possessing information) and duplicating rights during normal business hours, with respect to Information within Subsidiary’s possession or control, insofar as such access is reasonably required by Parent for the conduct of its business, subject to appropriate restrictions for classified or privileged information.  Information may be requested under this Article 6 for the legitimate business purposes of either party, including without limitation, audit, accounting, claims (including claims for indemnification hereunder), litigation and Tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated hereby.

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6.03       Retention of Records.  Except as otherwise required by applicable law (or otherwise agreed in writing), each of Subsidiary and Parent may destroy or otherwise dispose of any of information that is material information and is not contained in other information retained by the other, only after the later to occur of (a) all applicable statutes of limitations (including any waivers or extensions thereof) with respect to Tax Returns which Parent or Subsidiary, as the case may be, may be obligated to file on behalf of any member of the Subsidiary Group or any member of the Pre-Distribution Group or the Post-Distribution Parent Group (each as defined in Section 8.01), as the case may be; and (b) any retention period required by applicable law or pursuant to any record retention agreement.

6.04       Confidentiality.  Each of Parent and its subsidiaries on the one hand, and Subsidiary and its subsidiaries on the other hand, shall hold, and shall cause its consultants and advisors to hold, in strict confidence, all information concerning the other in its possession or furnished by the other or the other’s representatives pursuant to this Agreement (except to the extent that such Information has been (i) in the public domain through no fault of such party; or (ii) later lawfully acquired from other sources by such party), and each party shall not release or disclose such Information to any other Person, except its auditors, attorneys, financial advisors, rating agencies, bankers and other consultants and advisors, unless compelled to disclose by judicial or administrative process or, as reasonably advised by its counsel, by other requirements of law, or unless such Information is reasonably required to be disclosed in connection with (x) any litigation with any third parties or litigation between Parent and Subsidiary, (y) any contractual agreement to which members of Parent or Subsidiary are currently parties, or (z) in exercise of either party’s rights hereunder.

ARTICLE 7

EMPLOYMENT AND EMPLOYEE BENEFIT MATTERS

No provision of this Agreement shall create any third party beneficiary rights in any Employee, former Employee or any beneficiary or dependent thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any such individual by either party hereto or under any Plan that a party may maintain.

Nothing contained in this Agreement shall confer upon any Employee any right with respect to continuance of employment by either party hereto, nor shall anything herein interfere with the right of either party hereto to terminate the employment of any Employee at any time, with or without cause, or restrict a party in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of an Employee, except as provided by any applicable law or any other agreement.

“Employee” means, with respect to any employer, an individual who is considered, according to the payroll and other records of such employer, to be employed by such employer, regardless of whether such individual is, at the relevant time, actively at work or on leave of absence (including vacation, holiday, sick leave, family and medical leave, disability leave, military leave, jury duty, layoff with rights of recall, and any other leave of absence or similar interruption of active employment that is not considered, according to the policies or practices of such employer, to have resulted in a permanent termination of such individual’s employment), but excluding any individual who is, as of the relevant time, on long-term disability leave.

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ARTICLE 8

TAX MATTERS

8.01       Definitions.  For purposes of this Article 8, the following terms shall have the meanings set forth below:

“Affiliated Group” means, with respect to any Taxable Period, an affiliated group of corporations within the meaning of Code Section 1504(a) (and without regard to the exclusions contained in Section 1504(b) of the Code) for the Taxable Period; or, for purposes of any state, foreign or local Income Tax matters, any consolidated, affiliated, combined or unitary group of corporations within the meaning of the corresponding provisions of Tax law for the Tax Authority in question.

“Income Tax(es)” shall mean, with respect to any corporation or Affiliated Group, any and all Taxes based upon or measured by its net income (regardless of whether denominated as an income Tax, a franchise Tax or otherwise).

“IRS” means the United States Internal Revenue Service.

“Overdue Rate” means a rate of interest per annum that fluctuates with the federal short-term rate established from time to time pursuant to Code Section 6621.

“Post-Distribution Member” means a corporation that is a member of the Post-Distribution Parent Group at any time after the Distribution Date.

“Post-Distribution Taxable Period” means a Taxable Year that begins after the Distribution Date.

“Post-Distribution Parent Group” means, collectively, Parent, and each other corporation that is or becomes a member of an Affiliated Group with respect to which Parent is or would be the common parent at any time after the Distribution Effective Time.  To the extent applicable to any state or local Income Tax matters, the “Post-Distribution Parent Group” shall include all corporations joining in the filing of a consolidated, unitary or combined Income Tax Return for the state or local Tax Authority in question for any Straddle Period or Post-Distribution Taxable Period.

“Post-Distribution Parent Member” means any corporation that is a member of the Post-Distribution Parent Group.

“Pre-Distribution Group” means the Affiliated Group consisting of Parent, Subsidiary, and any other members of an Affiliated Group that includes Parent at any time before the Distribution Effective Time.  For purposes of this Agreement, the Pre-Distribution Group shall terminate as of the Distribution Effective Time and the Post-Distribution Parent Group shall then become effective.  To the extent applicable to any state Income Tax matters, the “Pre-Distribution Group” shall include all corporations joining in the filing of a consolidated, combined or unitary Income Tax Return for the state in question for any Pre-Distribution Taxable Period.

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“Pre-Distribution Member” means a corporation that was a member of the Pre-Distribution Group immediately before the Distribution Effective Time.

“Pre-Distribution Straddle Period” means, with respect to any Straddle Period, the portion beginning on the first day of such Taxable Year and ending at the close of business on the Distribution Date.

“Pre-Distribution Taxable Period” means a Taxable Year that ends on or before the Distribution Date.

“Straddle Period” means any Taxable Year beginning before the Distribution Date and ending after the Distribution Date.

“Subsidiary Group” means Subsidiary and each other corporation that becomes a member of an Affiliated Group with respect to which Subsidiary is the common parent at any time after the Distribution Date.

“Subsidiary Member” means any corporation that is a member of a Subsidiary Group.

“Tax” (and with the corresponding meaning “Taxes” and “Taxable”):  (i) Any net income, alternative or add-on minimum, gross income, gross receipts, sales, use, transfer, value added, ad valorem, franchise, capital stock, profits, license, withholding, payroll, employment, social security, unemployment, disability, workers’ compensation, employment-related insurance, excise, environmental, severance, stamp, occupation, premium, real property, personal property, or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount, imposed by any Tax Authority, whether disputed or not; and (ii) any Liability for the payment of any amount of the type described in clause (i) as a result of an entity being a member of an Affiliated Group.

“Tax Benefit(s)” shall mean (i) in the case of an Income Tax for which a consolidated federal or a consolidated, combined or unitary state or other Tax Return is filed, the amount by which the Tax Liability of the applicable Affiliated Group is actually reduced on a “with and without” basis (by deduction, entitlement to refund, credit, offset or otherwise, whether available in the current Taxable Year, as an adjustment to Taxable income in any other Taxable Year or as a carry-forward or carryback, and including the effect on other Taxes of such reduction), plus any interest received with respect to any related Tax refund; and (ii) in the case of any other Tax, the amount by which the Tax Liability of a corporation is actually reduced on a “with and without” basis (by deduction, entitlement to refund, credit, offset or otherwise, whether available in the current Taxable Year, as an adjustment to Taxable income in any other Taxable Year or as a carry-forward or carryback, and including the effect on other Taxes of such reduction), plus any interest received with respect to any related Tax refund.

“Tax Practices” shall mean the most recently applied policies, procedures and practices employed by the Pre-Distribution Group in the preparation and filing of, and positions taken on, any Tax Returns of Parent or Subsidiary for any Pre-Distribution Taxable Period.

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“Tax Returns” (and with corresponding meaning “Tax Return”):  All returns, claims for refund, declarations, reports, estimates, elections and information returns and statements (including any attached schedules and any amendments thereto) required by a Tax Authority to be filed or sent by or relating to a party to this Agreement or any member of any Affiliated Group in which the party is a member; and relating to any Taxes with respect to any income, properties or operations of such party or any such member.

“Taxable Period” means a Pre-Distribution Taxable Period, a Straddle Period or a Post-Distribution Taxable Period.

“Taxable Year” means a Taxable year (which may be shorter than a full calendar or fiscal year), year of assessment or similar period with respect to which any Tax may be imposed.

“Tax Authority” means the IRS and any other federal, state, local or foreign Governmental Entity responsible for the administration of any Tax.

8.02       Preparation and Filing of Tax Returns.

(a)           By Parent.  Parent shall prepare and timely file (or cause to be prepared and timely filed):  (i) all Tax Returns of the Pre-Distribution Group and any Pre-Distribution Member (other than such Returns that relate solely to Subsidiary) for all Pre-Distribution Taxable Periods that are required to be filed either before or after the Distribution Date; and (ii) all Tax Returns of the Post-Distribution Parent Group and any Post-Distribution Member for all Straddle Periods and Post-Distribution Taxable Periods.

(b)           By Subsidiary.  Subsidiary shall prepare and timely file (or cause to be prepared and timely filed):  (i) all Tax Returns that relate solely to Subsidiary for all Pre-Distribution Taxable Periods that are required to be filed before or after the Distribution Date; and (ii) all Tax Returns of the Subsidiary Group and any Subsidiary Member for all Straddle Periods and Post-Distribution Taxable Periods.

(c)           Sales and Transfer Taxes.  Parent and Subsidiary agree to cooperate in good faith to determine the amount of sales, transfer or other Taxes (including, without limitation, all real estate, patent, trademark and transfer Taxes and recording fees, but excluding any Income Taxes), if any, incurred in connection with the Subscription Agreement, the Distribution and other transactions contemplated by this Agreement (the “Distribution Transaction Taxes”).  Subsidiary agrees to file promptly and timely the Tax Returns for such Distribution Transaction Taxes; and Parent will join in the execution of any such Tax Returns and any related documentation.  Subsidiary shall be responsible for payment of all such Transaction Taxes.

(d)           Provision of Filing Information.  Subsidiary (or Parent, as the case may be) shall cooperate in good faith and assist Parent (or Subsidiary) in the preparation and filing of all Tax Returns subject to this Section and submit to Parent (or Subsidiary) (i) all necessary filing information in a manner consistent with past Tax Practices, and (ii) all other information reasonably requested by Parent (or Subsidiary) in connection with the preparation of such Tax Returns promptly after such request.  It is expressly understood and agreed that Parent’s (or Subsidiary’s) ability to discharge its Tax Return preparation and filing responsibilities is contingent upon Subsidiary (or Parent) providing Parent (or Subsidiary) with all cooperation, assistance and information reasonably necessary or requested for the filing of such Income Tax Returns; and that Subsidiary (or Parent) shall indemnify Parent (or Subsidiary) if, and to the extent that, Taxes are increased as a result of material inaccuracies in such information or failures to provide such information and assistance on a timely basis.

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8.03       Payment of Taxes.  Parent shall pay all Taxes shown to be due and payable on all Tax Returns filed pursuant to Section 8.02(a).  Subsidiary shall pay all Taxes shown to be due and payable on all Tax Returns filed by Subsidiary pursuant to Section 8.02(b).

ARTICLE 9

MISCELLANEOUS

9.01       Entire Agreement; No Third Party Beneficiaries.  This Agreement and all documents and instruments referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement; and are not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

9.02       Forbearance.  Neither the failure nor any delay on the part of any party hereto to exercise any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other risk nor shall any waiver of any right with respect to any occurrence be construed as a waiver of such right with respect to any other occurrence.

9.03       Expenses.  Except as specifically provided in this Agreement, all fees and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such expenses.

9.04       Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota, without regard to any applicable conflicts of laws.

9.05       Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

if to Parent, to                                   Webdigs, Inc.

c/o Robert A. Buntz, Jr.

3433 N. Broadway NE, Suite 501

Minneapolis, Minnesota 55413

if to Subsidiary, to                             IggysHouse.com, Inc.

c/o Edward Wicker

                                        3433 N. Broadway NE, Suite 501

Minneapolis, Minnesota 55413

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9.06       Amendments.  This Agreement may be amended only by a written agreement executed and delivered by duly authorized officers of Subsidiary and Parent.

9.07       Assignments; Predecessors and Successors.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.  To the extent necessary to give effect to the purposes of this Agreement, any reference to any party, any of its Affiliates, any Affiliated Group or member of an Affiliated Group, shall also include any predecessors or successors thereto, by operation of law or otherwise.

9.08       Termination and Effectiveness.  This Agreement may be terminated and the Distribution abandoned at any time before the Distribution Effective Time only by the written approval of Subsidiary.  In the event of such termination, no party shall have any liability to any other party pursuant to this Agreement.  This Agreement shall remain effective on and after the Distribution Date and shall survive until the expiration of any applicable statute of limitations.

9.09       Specific Performance.  The parties hereto agree that the remedy at law for any breach of this Agreement will be inadequate and that any party by whom this Agreement is enforceable shall be entitled to specific performance in addition to any other appropriate relief or remedy.  Such party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation of this Agreement and, to the extent permitted by applicable laws, each party waives any objection to the imposition of such relief.

9.10       Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

9.11       Severability; Enforcement.  The invalidity of any portion of this Agreement shall not affect the validity, force or effect of the remaining portions of this Agreement.  If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law, and each party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

9.12       Payment Method and Character; No Setoffs.  All payments made pursuant to this Agreement shall be made in immediately available funds.  Except as otherwise provided herein, any payment not made within fifteen (15) days after the date such payment is due shall thereafter bear interest at the Overdue Rate from the date when the payment was due.

Any payment (other than interest thereon) made hereunder by Parent to Subsidiary, or by Subsidiary to Parent, shall be treated by all parties for all purposes to the extent permitted by law as a non-Taxable dividend distribution or capital contribution made before the Distribution Effective Time.

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Except as expressly provided in this Agreement, all payments to be made by any party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

9.13       Further Assurances.  Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.  Subject to the provisions hereof, each party shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any government agency, other regulatory or administrative agency, commission or similar Governmental Entity and promptly provide the other party with all such information as it may reasonably request in order to be able to comply with the provisions of this paragraph.

[Signature Page to Follow]

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[Signature Page of Distribution Agreement]

IN WITNESS WHEREOF, Parent and Subsidiary have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

WEBDIGS, Inc.
By	/s/ Robert A. Buntz, Jr.
Robert A. Buntz, Jr.
Its Chief Executive Officer
“PARENT”
IGGYSHOUSE.COM, Inc.
By	/s/ Edward Wicker
Edward Wicker
Its Chief Executive Officer
“SUBSIDIARY”

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SCHEDULE A

to Distribution Agreement

between Webdigs, Inc.

and IggysHouse.com, Inc.

Dated March 11, 2011

TRANSFERRED ASSETS

The Transferred Assets assigned to Subsidiary by Parent under the Subscription Agreement include the following assets of Parent:
1.	Computer Equipment
2.	Intangible Assets
	a.	website source code
	b.	non-computer agreements
	c.	custom lists

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SCHEDULE B

to Distribution Agreement

between Webdigs, Inc.

and IggysHouse.com, Inc.

Dated March 11, 2011

ASSUMED LIABILITIES

The following Liabilities of Parent, whether liquidated or contingent on future events or conditions, are included in the Assumed Liabilities assumed by Subsidiary under the Subscription Agreement:

1.	Accounts payable
2.	Parent loan payable and accrued interest
3.	Deferred revenue on Iggyshouse.com transactions
4.

 

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EX-3.1

Exhibit 3.1

EX-3.2

BYLAWS

of

IGGYSHOUSE.COM, INC.

(a Delaware corporation)

Article 1

Certain Definitions

As used in these Bylaws, unless the context otherwise requires, the term:

1.1           “Assistant Secretary” means an Assistant Secretary of the Corporation.

1.2           “Assistant Treasurer” means an Assistant Treasurer of the Corporation.

1.3           “Board” means the Board of Directors of the Corporation.

1.4           “Bylaws” means the these Bylaws of the Corporation, as the same may be amended from time to time.

1.5           “Certificate of Incorporation” means the Certificate of Incorporation of the Corporation, as the same may be amended, supplemented or restated from time to time.

1.6           “Chairman” means the Chairman of the Board of Directors of the Corporation.

1.7           “Corporation” means IggysHouse.com, Inc.

1.8           “Directors” means directors of the Corporation.

1.9           “Entire Board” means all then-authorized directors of the Corporation.

1.10           “General Corporation Law” means the Delaware General Corporation Law, as amended from time to time, together with any corresponding provisions of succeeding law.

1.11           “Office of the Corporation” means the principal executive office of the Corporation, anything in the General Corporation Law to the contrary notwithstanding.

1.12           “President” means the President of the Corporation.

1.13           “Secretary” means the Secretary of the Corporation.

1.14           “Stockholders” means stockholders of the Corporation.

1.15           “Treasurer” means the Treasurer of the Corporation.

1.16           “Vice President” means a Vice President of the Corporation.

Article 2

Stockholders

2.1           Place of Meetings.  Every meeting of Stockholders may be held at such place, within or without the State of Delaware, as may be designated by resolution of the Board from time to time.

2.2           Annual Meeting.  If required by applicable law, a meeting of Stockholders shall be held annually for the election of Directors at such date and time as may be designated by resolution of the Board from time to time.  Any other business may be transacted at the annual meeting.

2.3           Special Meetings.  Unless otherwise prescribed by applicable law, special meetings of Stockholders may be called at any time by the Entire Board, any two or more Directors, or the President, and shall be called by the Chairman of the Board, the President or the Secretary at the request in writing of Stockholders owning not less than two-thirds of the entire capital stock of the Corporation issued and outstanding and entitled to vote.  Such request shall state the purposes of the proposed meeting.  The officers or Directors shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.  Business transacted at any special meeting of Stockholders shall be limited to the purpose stated in the related notice.

2.4           Fixing Record Date.  The Board may fix a record date for the purpose of (a) determining the Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders or any adjournment thereof, (ii) unless otherwise provided in the Certificate of Incorporation, to express consent to corporate action in writing without a meeting or (iii) to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock; or (b) any other lawful action.  Any such record date shall not precede the date upon which the resolution fixing the record date was adopted by the Board and, unless otherwise required by applicable law, shall not be (x) in the case of clause (a)(i) above, more than 60 nor less than 10 days before the date of such meeting (unless applicable permits such a record date to be less than 10 days before the date of such meeting, in which case the Board may fix a record date in accordance with applicable law), (y) in the case of clause (a)(ii) above, more than 10 days after the date upon which the resolution fixing the record date was adopted by the Board and (z) in the case of clause (a)(iii) or (b) above, more than 60 days prior to such action.  If no such record date is fixed, then:

2.4.1           the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be at the close of business on the day immediately prior to the day on which notice is given, or, if notice is waived, at the close of business on the day immediately prior to the day on which the meeting is held;

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2.4.2           the record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board is required by applicable law, shall be the first day on which a written consent signed by a Stockholder and setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law; and when prior action by the Board is required by applicable law, the record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board adopts the resolution taking such prior action; and

2.4.3           the record date for determining Stockholders for any purpose other than those specified in Sections 2.4.1 and 2.4.2 shall be at the close of business on the day on which the Board adopts the resolution authorizing the subject corporate action.  When a determination of Stockholders of record entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

2.5           Notice of Meetings of Stockholders.  Whenever under the provisions of applicable law, the Certificate of Incorporation or these Bylaws, Stockholders are required or permitted to take any action at a meeting, notice shall be given stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, notice of any meeting shall be given to each Stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting.  Notice may be mailed or given by electronic transmission.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the Stockholder at his, her or its address as it appears on the records of the Corporation.  An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.  If sent by electronic transmission, notice to a Stockholder shall be deemed to be given if by (i) telecopy (facsimile), when directed to a number at which the Stockholder has consented to receive notice, (ii) electronic mail, when directed to an electronic mail address at which the Stockholder has consented to receive notice, (iii) a posting on an electronic network together with a separate notice to the Stockholder of the specific posting, upon the later of (A) such posting and (B) the giving of the separate notice (which notice may be given in any of the manners provided above), or (iv) any other form of electronic transmission, when directed to the Stockholder.  Any meeting of Stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called.  If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

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2.6           Waivers of Notice.  Whenever the giving of any notice to Stockholders is required by applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof, given by the person entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice.  Attendance by a Stockholder at a meeting shall constitute a waiver of notice of such meeting except when the Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in any waiver of notice unless so required by applicable law, the Certificate of Incorporation or these Bylaws.

2.7           List of Stockholders.  The Secretary shall prepare and make, at least 10 days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder.  Such list shall be open to the examination of any Stockholder, the Stockholder’s agent, or attorney, at the Stockholder’s expense, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting, during ordinary business hours at the Office of the Corporation, or on a reasonably accessible electronic network as provided by applicable law.  If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present.  If the meeting is held solely by means of remote communication, the list shall also be open for examination as provided by applicable law.  Except as provided by applicable law, the stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the stock ledger, the list of Stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of Stockholders.

2.8           Quorum of Stockholders; Adjournment.  Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, at each meeting of Stockholders, the presence, in person or by proxy, of the holders of a majority in voting power of all outstanding shares of stock entitled to vote at the meeting shall constitute a quorum for the transaction of any business at such meeting.  In the absence of a quorum, the holders of a majority in voting power of the shares of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.  Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

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2.9           Voting; Proxies.  Unless otherwise provided in the Certificate of Incorporation, every Stockholder entitled to vote at any meeting of Stockholders shall be entitled to one vote for each share of stock held by such Stockholder which has voting power upon the matter in question.  At any meeting of Stockholders, all matters (except as otherwise provided by the Certificate of Incorporation, these Bylaws, the rules and regulations of any stock exchange or listing service applicable to the Corporation, applicable law or pursuant to any rules or regulations applicable to the Corporation or its securities) shall be decided by the affirmative vote of a majority in voting power of shares of stock present in person or represented by proxy and entitled to vote thereon; provided, however, that at all meetings of Stockholders for the election of Directors, a plurality of the votes cast shall be sufficient to elect each Director; and provided, further, that at all meetings of Stockholders at which a determination of when, or with what frequency, any votes (advisory or otherwise) may be taken on matters relating to executive compensation, such determination shall be made by reference to a plurality of the votes cast.  Each Stockholder entitled to vote at a meeting of Stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such Stockholder by proxy but no such proxy shall be voted or acted upon after 180 days from its date, unless the proxy is irrevocable.  A proxy shall be irrevocable if it expressly states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or by delivering a new proxy bearing a later date.

2.10           Voting Procedures and Inspectors of Election at Meetings of Stockholders.  The Board, in advance of any meeting of Stockholders, may, and shall if required by applicable law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting and make a written report thereof.  The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting, the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.  The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties.  Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting.  No ballot, proxies or votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless state court of the State of Delaware, upon application by a Stockholder, shall determine otherwise.  In determining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may consider such information as is permitted by applicable law.  No person who is a candidate for office at an election may serve as an inspector at such election.

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2.11           Conduct of Meetings; Organization.  Subject to Section 2.12 through 2.14 of these Bylaws, the Board may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate.  Unless another officer is designated by the Board, at each meeting of Stockholders, the President, or in the absence of the President, the Chairman, or if there is no Chairman or if there be one and the Chairman is absent, a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present), shall preside over the meeting.  Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of Stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding officer of the meeting, may include, without limitation, the following:  (i) the establishment of an agenda or order of business for the meeting (subject to the requirements of Sections 2.12 and 2.13 of these Bylaws); (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to Stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  The presiding officer at any meeting of Stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding officer should so determine, such person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.  Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.  The Secretary, or in his or her absence, one of the Assistant Secretaries, shall act as secretary of the meeting.  In case none of the officers above designated to act as the person presiding over the meeting or as secretary of the meeting, respectively, shall be present, a person presiding over the meeting or a secretary of the meeting, as the case may be, shall be designated by the Board, and in case the Board has not so acted, in the case of the designation of a person to act as secretary of the meeting, designated by the person presiding over the meeting.

2.12           Order of Business.  The order of business at all meetings of Stockholders shall be as determined by the person presiding over the meeting, subject, however, to the following provisions:

2.12.1           At any annual meeting of Stockholders, only such nominations of persons for election to the Board shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting.  For nominations to be properly made at an annual meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly made at the annual meeting, by or at the direction of the Board or (c) otherwise properly requested to be brought before the annual meeting by a Stockholder in accordance with these Bylaws.  For nominations of persons for election to the Board or proposals of other business to be properly requested by a Stockholder to be made at an annual meeting, a Stockholder must (i) be a Stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting and (iii) comply with the procedures set forth in these Bylaws as to such business or nomination.  The immediately preceding sentence shall be the exclusive means for a Stockholder to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 or Rule 14a-11 under the Securities Exchange Act of 1934 (the “Exchange Act”), and included in the Corporation’s notice of meeting) before an annual meeting of Stockholders.

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2.12.2           At any special meeting of Stockholders, only such business shall be conducted or considered, as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.  To be properly brought before a special meeting, proposals of business must be (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board or (b) otherwise properly brought before the special meeting, by or at the direction of the Board.  In this regard, Nominations of persons for election to the Board may be made at a special meeting of Stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board or (b) provided that the Board has determined that Directors shall be elected at such meeting, by any Stockholder who (i) is a Stockholder of record at the time of giving of notice of such special meeting and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the procedures set forth in these Bylaws as to such nomination.  The immediately preceding sentence shall be the exclusive means for a Stockholder to make nominations or other business proposals before a special meeting of Stockholders (other than matters properly brought under Rule 14a-8 or Rule 14a-11 under the Exchange Act and included in the Corporation’s notice of meeting).

2.12.3           Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these Bylaws and, if any proposed nomination or other business is not in compliance with these Bylaws, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.

2.13           Advance Notice of Stockholder Business and Nominations.

2.13.1           Without qualification or limitation, but subject to Section 2.13.3(d) of these Bylaws, for any nominations or any other business to be properly brought before an annual meeting by a Stockholder pursuant to Section 2.12.1 of these Bylaws, the Stockholder must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by Section 2.14 of these Bylaws) and timely updates and supplements thereof in writing to the Secretary and such other business must otherwise be a proper matter for Stockholder action.  To be timely, a Stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the Stockholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a Stockholder’s notice as described above.

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Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of Directors to be elected to the Board is increased by the Board, and there is no public announcement by the Corporation naming all of the nominees for Director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Stockholder’s notice required by this Section 2.13.1 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

In addition, to be timely, a Stockholder’s notice must further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof.

2.13.2           Subject to Section 2.13.3(d) of these Bylaws, in the event the Corporation calls a special meeting of Stockholders for the purpose of electing one or more Directors to the Board, any Stockholder may nominate a person or persons (as the case may be) for election to such position(s) to be elected as specified in the Corporation’s notice calling the meeting, provided that the Stockholder gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by Section 2.14 of these Bylaws) and timely updates and supplements thereof in writing to the Secretary.  In order to be timely, a Stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.  In no event shall any adjournment or postponement of a special meeting, or the public announcement thereof, commence a new time period for the giving of a Stockholder’s notice as described above.

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In addition, to be timely, a Stockholder’s notice must further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof.

2.13.3           To be in proper form, a Stockholder’s notice (whether given pursuant to Section 2.12.1 or 2.12.2 of these Bylaws) to the Secretary must include the following, as applicable.

(a)           As to the Stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, a Stockholder’s notice must set forth: (i) the name and address of such Stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such Stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard of whether the Stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such Stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such Stockholder has a right to vote any class or series of shares of the Corporation, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Stockholder, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, “Short Interests”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such Stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such Stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such Stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such Stockholder, and (I) any direct or indirect interest of such Stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (iii) any other information relating to such Stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

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(b)           If the notice relates to any business other than a nomination of a Director or Directors that the Stockholder proposes to bring before the meeting, a Stockholder’s notice must, in addition to the matters set forth in paragraph (a) above, also set forth: (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such Stockholder and beneficial owner, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration), and (iii) a description of all agreements, arrangements and understandings between such Stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such Stockholder;

(c)           As to each person, if any, whom the Stockholder proposes to nominate for election or reelection to the Board, a Stockholder’s notice must, in addition to the matters set forth in paragraph (a) above, also set forth: (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

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(d)           With respect to each person, if any, whom the Stockholder proposes to nominate for election or reelection to the Board, a Stockholder’s notice must, in addition to the matters set forth in paragraphs (a) and (c) above, also include a completed and signed questionnaire, representation and agreement required by Section 2.14 of these Bylaws.  The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent Director of the Corporation or that could be material to a reasonable Stockholder’s understanding of the independence, or lack thereof, of such nominee.

(e)           For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a regional or national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(f)           Notwithstanding the provisions of these Bylaws, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.12 of these Bylaws.

(g)           Nothing in these Bylaws shall be deemed to affect any rights (i) of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (ii) of Stockholders to request inclusion of nominees in the Corporation’s proxy statement pursuant to Rule 14a-11 under the Exchange Act or (iii) of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.  Subject to Rule 14a-8 and Rule 14a-11 under the Exchange Act, nothing in these Bylaws shall be construed to permit any Stockholder, or give any Stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of Director or Directors or any other business proposal.

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2.14           Submission of Ouestionnaire, Representation and Agreement.  To be eligible to be a nominee for election or reelection as a Director of the Corporation (or, in the case of a nomination brought under Rule 14a-11 of the Exchange Act, to serve as a Director of the Corporation), a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.13 of these Bylaws or, in the case of a nomination brought under Rule 14a-11 of the Exchange Act, prior to the time such person is to begin service as a Director) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director of the Corporation, and will comply with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time.

2.15           Written Consent of Stockholders Without a Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required by the General Corporation Law to be taken at any annual or special meeting of Stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested, or by electronic or remote communication) to the Office of the Corporation, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders are recorded, or to any other officer or agent designated by the Board.  Every written consent shall bear the date of signature of each Stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.13, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

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Article 3

Directors

3.1           General Powers.  Except as otherwise provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board.  The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

3.2           Number; Qualification; Term of Office.  The Board shall consist of at least three Directors and up to seven Directors, the precise number thereof to be determined from time to time by resolution of the Board.  Except as provided in Section 3.3, Directors shall be elected at the annual meeting of Stockholders by a plurality of the votes cast in the applicable election, and each Director shall hold office until his or her successor is elected and qualified, or until the Director’s earlier death, resignation, disqualification or removal.  Directors need not be Stockholders, and need not be residents of the State of Delaware.

3.3           Newly Created Directorships and Vacancies.  Unless otherwise provided by applicable law or the Certificate of Incorporation, any newly created directorships resulting from an increase in the authorized number of Directors and any vacancies occurring in the Board for any cause may be filled by the affirmative vote of a majority of the remaining members of the Board, although less than a quorum, or by a sole remaining Director, or may be elected by a plurality of the votes cast by Directors at a Board meeting.  A Director so elected shall hold office until the expiration of the term of office of the Director whom he or she has replaced, if applicable, or until a successor is elected and qualified, or until the Director’s earlier death, resignation or removal.

3.4           Resignation and Removal.  Any Director may resign at any time by notice given in writing to the Corporation.  Such resignation shall take effect at the time therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.  Any Director or the Entire Board may be removed at any time, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors (considered for this purpose as one class) cast at a meeting of the Stockholders called for that purpose.

3.5           Regular Meetings.  Regular meetings of the Board may be held without notice at such times and at such places within or without the State of Delaware as may be determined from time to time by resolution of the Board.

3.6           Special Meetings.  Special meetings of the Board may be held at such times and at such places within or without the State of Delaware whenever called by the Chairman, the President or the Secretary, or by any two or more Directors on at least 24 hours’ notice to each Director given by one of the means specified in Section 3.9 hereof other than by mail, or on at least three days’ notice if given by mail.  Special meetings shall be called by the Chairman, President or Secretary in like manner and on like notice on the written request of any two or more of the Directors then serving as Directors.

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3.7           Telephone Meetings.  Directors or members of any committee designated by the Board may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting.

3.8           Adjourned Meetings.  A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.  At least 24 hours’ notice of any adjourned meeting of the Board shall be given to each Director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.9 hereof other than by mail, or at least three days’ notice if by mail.  Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

3.9           Notice Procedure.  Subject to Sections 3.6 and 3.10 hereof, whenever under applicable law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any Director, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Director at such Director’s address as it appears on the records of the Corporation, with postage thereon prepaid, or by telegram, telecopy (facsimile) or by other means of electronic transmission such as electronic mail.

3.10           Waiver of Notice.  Whenever the giving of any notice to Directors is required by applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof, given by the Director entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice.  Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors or a committee of Directors need be specified in any waiver of notice unless so required by applicable law, the Certificate of Incorporation or these Bylaws.

3.11           Organization.  At each meeting of the Board, the Chairman, or in the absence of the Chairman, the President, or in the absence of the President, a chairman chosen by a majority of the Directors present, shall preside.  If present, the Secretary shall act as secretary at each meeting of the Board.  In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.12           Quorum of Directors.  The presence in person of a majority of the Entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.

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3.13           Action by Majority Vote.  Except as otherwise expressly required by applicable law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

3.14           Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.

Article 4

Committees of the Board

The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board designating such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.  Unless otherwise specified in the resolution of the Board designating a committee, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee.  Each committee shall keep regular minutes of its meetings.  Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3 of these Bylaws.

Article 5

Officers

5.1           Positions.  The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers as the Board may elect, including a Chairman, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers, who shall exercise such powers and perform such duties as shall be determined from time to time by resolution of the Board.  The Board may elect one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or areas of special competence of the Vice Presidents elected or appointed by it.  Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide.

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5.2           Election.  The officers of the Corporation shall be elected by the Board at its annual meeting or at such other time or times as the Board shall determine.

5.3           Term of Office.  Each officer of the Corporation shall hold office for the term for which he or she is elected and until such officer’s successor is elected and qualifies or until such officer’s earlier death, resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  The resignation of an officer shall be without prejudice to the contractual rights of the Corporation, if any.  Any officer may be removed at any time, with or without cause by the Board.  Any vacancy occurring in any office of the Corporation may be filled by the Board.  The removal of an officer with or without cause shall be without prejudice to the officer’s contract rights, if any.  The election or appointment of an officer shall not of itself create contractual rights in favor of such officer.

5.4           Fidelity Bonds.  The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.5           Chairman.  The Chairman, if one shall have been appointed, shall preside at all meetings of the Board and shall exercise such powers and perform such other duties as shall be determined from time to time by resolution of the Board.

5.6           President.  Unless a separate Chief Executive Officer has been appointed by the Board, the President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the business of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of the Board.  Except as otherwise provided in Section 2.11, the President shall preside at all meetings of the Stockholders and shall also preside at all meetings of the Board at which the Chairman (if there be one) is not present.  The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by applicable law otherwise to be signed or executed and, in general, the President shall perform all duties incident to the office of President of a corporation and such other duties as may from time to time be assigned to the President by resolution of the Board.

5.7           Vice Presidents.  At the request of the President, or, in the President’s absence, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board, or, in the absence of any such designation, in order of seniority based on age) perform all of the duties of the President and, in so performing, shall have all the powers of, and be subject to all restrictions upon, the President.  Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by applicable law otherwise to be signed or executed, and each Vice President shall perform such other duties as from time to time may be assigned to such Vice President by resolution of the Board or by the President.

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5.8           Secretary.  The Secretary shall attend all meetings of the Board and of the Stockholders and shall record all the proceedings of the meetings of the Board and of the Stockholders in a book to be kept for that purpose, and shall perform like duties for committees of the Board, when required.  The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the Stockholders and shall perform such other duties as may be prescribed by the Board or by the President, under whose supervision the Secretary shall be.  The Secretary shall have custody of the corporate seal of the Corporation, if any, and the Secretary, or an Assistant Secretary, shall have authority to affix the same on any instrument requiring it, and when so affixed, the seal may be attested by the signature of the Secretary or by the signature of such Assistant Secretary.  The Board may, by resolution, give general authority to any other officer to affix the seal of the Corporation and to attest the same by such officer’s signature.  The Secretary or an Assistant Secretary may also attest all instruments signed by the President or any Vice President.  The Secretary shall have charge of all the books, records and papers of the Corporation relating to its organization and management, shall see that the reports, statements and other documents required by applicable law are properly kept and filed and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by resolution of the Board or by the President.

5.9           Treasurer.  The Treasurer, who may also be the Chief Financial Officer, shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by the Board; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Corporation; have the right to require from time to time reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the President or the Board, whenever the President or the Board shall require the Treasurer so to do, an account of the financial condition of the Corporation and of all financial transactions of the Corporation; disburse the funds of the Corporation as ordered by the Board; and, in general, perform all duties incident to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by resolution of the Board or by the President.

5.10           Assistant Secretaries and Assistant Treasurers.  Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by resolution of the Board or by the President.

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Article 6

Indemnification

6.1           Right to Indemnification.  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.  Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.

6.2           Prepayment of Expenses.  The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 6 or otherwise.

6.3           Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation.  No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  A person entitled to indemnification under this Section shall also be considered a “Covered Person” for all purposes of these Bylaws.

6.4           Claims.  If a claim for indemnification or advancement of expenses under this Article 6 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

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6.5           Nonexclusivity of Rights.  The rights conferred on any Covered Person by this Article 6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws, agreement, vote of Stockholders or disinterested Directors or otherwise.

6.6           Other Sources.  The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

6.7           Amendment or Repeal.  Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

6.8           Other Indemnification and Prepayment of Expenses.  This Article 6 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

Article 7

General Provisions

7.1           Certificates Representing Shares. Shares of the Corporation’s stock may be certificated or uncertificated, as provided under applicable law.  Every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman, if any, or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by such Stockholder in the Corporation.  Any or all of the signatures upon a certificate may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

7.2           Transfer and Registry Agents.  The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board.

7.3           Lost, Stolen or Destroyed Certificates.  The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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7.4           Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

7.5           Certain Acquisitions by Fiduciaries.  The provisions of Sections 78.378 to 78.3793 of the General Corporation Law do not apply to (i) an acquisition by a person acting in a fiduciary capacity from another person acting in a fiduciary capacity for the same beneficiaries (and pursuant to the same instrument) or (ii) an acquisition by the spouse of a person acting in a fiduciary capacity or by a relative of such fiduciary within the first, second or third degree of consanguinity, provided that such acquisition is pursuant to the instrument creating such fiduciary relationship. For purposes of this section, “acquisition” has the meaning set forth in Section 78.3783 of the General Corporation Law, and the term “fiduciary” has the meaning set forth in the Uniform Fiduciaries Act as adopted in the State of Delaware.

7.6           Counting Time.  For all purposes of these Bylaws, whenever reference is made herein to a “day” or “days,” such reference shall mean a calendar day.  In addition, unless the General Corporation Law specifically requires otherwise, any and all weekend days shall also be considered days for purposes of these Bylaws.  Notwithstanding the foregoing, if a due date for a particular action or a date for a meeting of the Board or members would otherwise fall on a federal holiday or weekend day, such due date or date for such meeting shall instead fall on the next business day.

7.7           Seal.  The Board may provide for a corporate seal, in which case such corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

7.8           Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board and may be changed by the Board.

7.9           Amendments.  These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board, but the Stockholders may make additional Bylaws and may alter and repeal any Bylaws whether adopted by them or otherwise.

Date of Adoption:  March 11, 2011

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EX-99.1

Exhibit 99.1

The information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Subject to completion, dated April 25, 2011

INFORMATION STATEMENT

IggysHouse.com, Inc.

Common Stock

(par value $0.001 per share)

This information statement is being furnished in connection with the distribution by Webdigs, Inc., of all the outstanding shares of common stock of IggysHouse.com, Inc., or “IggysHouse,” to the stockholders of Webdigs as of the record date, March 22, 2011.  As of the date of this information statement, Webdigs owns all of IggysHouse’s outstanding common stock.

Webdigs’ board of directors has approved the distribution of 100% of its interest in IggysHouse.  You, as a holder of Webdigs common stock, will be entitled to receive one share of IggysHouse common stock for every five shares of Webdigs common stock you held as of 5:00 p.m., Central time, on the record date, March 22, 2011.  The distribution date for the spin-off will be                , 2011.  After the spin-off is completed, IggysHouse will be a separate public reporting company.

No approval by Webdigs stockholders of the spin-off is required or being sought.  We are not asking you for a proxy, and you are requested not to send us a proxy. You will not be required to pay any cash or other consideration, exchange or surrender your existing shares of Webdigs common stock or take any other action in order to receive shares of our common stock in the spin-off.  The distribution will not affect the number of shares of Webdigs common stock that you hold.

As discussed under “The Spin-Off—Trading of Webdigs Common Stock After the Record Date and Prior to the Distribution,” if you sell your shares of Webdigs common stock after the record date and on or prior to the distribution date, you will still retain your right to receive shares of IggysHouse common stock in connection with the spin-off.  You are encouraged to consult with your financial advisor regarding the specific implications of selling your shares of Webdigs common stock on or prior to the                , 2011 distribution date.

Currently, there is no public trading market for the common stock of IggysHouse.  Nevertheless, we are in the process of attempting to have our shares listed for trading on the Over-the-Counter Bulletin Board.  The trading symbol has been applied for.

In reviewing this information statement, you should carefully consider the matters described under “Risk Factors” beginning on page 21 for a discussion of certain factors that should be considered by recipients of IggysHouse common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete.  Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

If you have inquiries related to the distribution, you should contact Webdigs’ transfer agent, Pacific Stock Transfer Company, located at 4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119, and able to contacted at (702) 361-3033.

The date of this information statement is April 25, 2011

TABLE OF CONTENTS

Questions and Answers about the Spin-Off	1
Summary	7
Business	12
Risk Factors	20
Cautionary Statement	28
The Spin-Off	28
Management’s Discussion and Analysis	38
Management	45
Compensation Committee Interlocks and Insider Participation	46
Certain Relationships and Related Transactions	46
Executive Compensation	47
Security Ownership of Certain Beneficial Owners and Management	48
Description of Capital Stock	49
Indemnification of Directors and Officers	53
Where You Can Find More Information	53

This information statement is being furnished solely to provide information to Webdigs stockholders who will receive shares of our common stock in the distribution.  This information statement is not, and is not to be construed as, an inducement or encouragement to buy or sell any of our securities or any securities of Webdigs.  This information statement describes our business, the relationship between Webdigs and us, and how the spin-off affects Webdigs and its stockholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of our common stock that you will receive in the distribution. You should be aware of certain risks relating to the spin-off, our business and ownership of our common stock, which are described under the heading “Risk Factors.”

You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover.  Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information, except in the normal course of our public disclosure obligations and practices.

Unless the context indicates otherwise, all references in this information statement:

· to “IggysHouse,” “us,” “we,” or “our” include IggysHouse.com, Inc.; and

· to “Webdigs” are to Webdigs, Inc. and its subsidiaries.

The transaction in which we will be separated from Webdigs and become a separately traded public company is referred to in this information statement as the “separation,” the “distribution” or the “spin-off.”

QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

Q: What is the spin-off?

A: The spin-off involves Webdigs’ pro rata distribution to its stockholders of all the shares of our common stock.  Following the spin-off, we will be a separate public reporting company, and Webdigs will not retain any ownership interest in our company.  You do not have to pay any consideration or give up any of your shares of Webdigs common stock to receive shares of our common stock in the spin-off.

Q: Why is Webdigs separating IggysHouse from Webdigs’ business?

A: We believe the spin-off will preserve the value of the Webdigs brand for the stockholders of Webdigs prior to the record date, in addition to the other benefits set forth below under the caption “The Spin-Off—Reasons for the Spin-Off.”

Q: What is being distributed in the spin-off?

A: Webdigs will distribute one share of IggysHouse common stock for every five shares of Webdigs common stock outstanding as of the record date for the spin-off.  We estimate that approximately 14,607,067 shares of our common stock will be distributed in the spin-off, based upon the number of shares of Webdigs common stock outstanding on March 11, 2011.  The shares of our common stock to be distributed by Webdigs will constitute all of the initially issued and outstanding shares of our common stock.  For more information on the shares being distributed in the spin-off, see “Description of Capital Stock.”

Q: What is the record date for the spin-off, and when will the spin-off occur?

A: The record date is March 22, 2011, and ownership is determined as of 5:00 p.m. Central time on that date.  Shares of IggysHouse common stock will be distributed on            2011, which we refer to as the “distribution date.”

Q: As a holder of shares of Webdigs common stock as of the record date, what do I have to do to participate in the spin-off?

A: Nothing. You will receive one share of IggysHouse common stock for each five shares of Webdigs common stock you held as of the record date.  See “The Spin-Off—Trading of Webdigs Common Stock After the Record Date and Prior to the Distribution.”

Q: If I sell my shares of Webdigs common stock before or on the distribution date, will I still be entitled to receive IggysHouse shares in the spin-off?

A: Yes, as long as you were a stockholder of record on the record date of March 22, 2011, you will still receive shares of IggysHouse common stock in the spin-off based on the number of shares of Webdigs common stock you held on the record date.  Conversely, you will not receive IggysHouse common stock in connection with shares of Webdigs common stock purchased after the record date.  In the event Webdigs has to set a new record date for the distribution, then any holders of Webdigs common stock that sold their Webdigs shares after the original record date of March 22, 2011 and prior to the new record date will not be entitled to receive shares of IggysHouse common stock with respect to those shares of Webdigs common stock that were sold during such time period.  You are encouraged to consult with your financial advisor regarding the specific implications of selling Webdigs common stock prior to or on the distribution date.  See “The Spin-Off—Trading of Webdigs Common Stock After the Record Date and Prior to the Distribution.”

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Q: How will I receive my IggysHouse shares in the spin-off?

A: On or about the distribution date, the distribution agent identified below will distribute the shares of our common stock to be distributed by crediting those shares to book-entry accounts established by the transfer agent for persons who were stockholders of Webdigs as of 5:00 p.m., Central time, on the record date.  Shares of IggysHouse common stock will be issued only in book-entry form.  No paper stock certificates will be issued.  You will not be required to make any payment or surrender or exchange your shares of Webdigs common stock or take any other action to receive your shares of our common stock.  Registered stockholders will receive additional information from the transfer agent shortly after the distribution date.  Beneficial stockholders will receive information from their brokerage firms.

Q: Will the spin-off affect the number of shares of Webdigs that I currently hold?

A: The number of shares of Webdigs common stock held by a stockholder will be unchanged. The market value of each Webdigs share, however, may decline to reflect the impact of the spin-off.

Q: What are the U.S. federal income-tax consequences of the distribution of our shares of common stock to U.S. stockholders?

A: The distribution may be a taxable dividend or capital gain to you for U.S. federal income-tax purposes and, in that case, you could incur significant U.S. federal income-tax liabilities. The market value of the shares of IggysHouse common stock you receive in the spin-off will generally be treated as a dividend.  However, to the extent (if any) that the fair market value of IggysHouse stock that is distributed exceeds Webdigs’ (current or accumulated) earnings and profits (if any), the excess amount:  (a) would not be a dividend, (b) would be tax-free to the receiving stockholders (except as stated in the following sentence), and (c) would reduce the receiving stockholders’ tax basis in their Webdigs stock. Notwithstanding the preceding sentence, to the extent (if any) that the fair market value of IggysHouse stock received by a stockholders exceeds the tax basis of the stockholder’s Webdigs stock, that excess would be a taxable capital gain to the stockholder.  In addition, Webdigs would recognize taxable gain in an amount equal to the excess, if any, of the fair market value of our common stock distributed to Webdigs shareholders on the distribution date over Webdigs’ tax basis in these common shares.  If the distribution of IggysHouse common stock is taxable as a dividend, each of the stockholders receiving IggysHouse stock will receive a Treasury Form 1099-DIV reporting the amount, if any, of the taxable dividend.  Certain U.S. federal income-tax consequences of the spin-off are described in more detail under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

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Q: How will I determine the tax basis I will have in the shares of stock I receive in the spin-off?

A: Generally, your tax basis in the shares of IggysHouse stock you receive as a taxable dividend will be equal to their fair market value.  Also, the aggregate basis in the Webdigs stock you hold will not change unless the fair market value of the IggysHouse stock you receive is not treated as a dividend.  In that case, your tax basis in your Webdigs stock would be reduced by that value; and your tax basis in the new IggysHouse stock would be zero, plus any amount of capital gain you recognize from the distribution.  You should consult your tax advisor about how this will work in your situation (including a situation where you have purchased Webdigs shares at different times or for different amounts) and regarding any particular consequences of the spin-off to you, including the application of state, local, and foreign tax laws.  Certain material U.S. federal income-tax consequences of the spin-off are described in more detail under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Q: Will I receive a stock certificate for IggysHouse shares distributed as a result of the spin-off?

A: Registered holders of Webdigs common stock who are entitled to participate in the spin-off will receive a book-entry account statement reflecting their ownership of IggysHouse common stock.  For additional information, registered stockholders should contact Webdigs’ transfer agent, Pacific Stock Transfer Company, at 4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119; telephone:  (702) 361-3033.

Q: What if I hold my shares through a broker, bank or other nominee?

A: Webdigs stockholders who hold their shares through a broker, bank or other nominee will have their brokerage account credited with shares of IggysHouse common stock.  For additional information, those stockholders should contact their broker or bank directly.

Q: What if I have stock certificates reflecting my shares of Webdigs common stock? Should I send them to the transfer agent or to Webdigs?

A: No, you should not send your stock certificates to the transfer agent or to Webdigs. You should retain your Webdigs stock certificates.

Q: What are the conditions to the spin-off?

A: The spin-off is subject to a number of conditions.  Even if those conditions are satisfied, Webdigs and IggysHouse may agree to amend or abandon any and all terms of the distribution and the related transactions at any time prior to the distribution date.  See “The Spin-Off—Spin-Off Conditions and Termination.”

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Q: Are there risks to owning shares of IggysHouse common stock?

A: Yes.  IggysHouse’s business is subject both to general and specific business risks relating to its operations.  In addition, the spin-off involves specific risks, including risks relating to IggysHouse being an independent public reporting company. Furthermore, after the spin-off, IggysHouse should be considered a development-stage company with little operating history.  See “Risk Factors.”

Q: Does IggysHouse plan to pay cash dividends?

A: No.  We do not currently plan to pay a regular dividend on our common stock following the spin-off.  The declaration and amount of future dividends, if any, will be determined by our board of directors and will depend on our financial condition, earnings, capital requirements, financial covenants, industry practice and other factors our board of directors deems relevant.  See “Dividend Policy.”

Q: Will IggysHouse common stock trade on a stock market?

A: Currently, there is no public market for our common stock.  We have not applied to list our common stock on any securities exchange and, subject to completion of the spin-off and acceptance by FINRA, we expect that our common stock will trade on the Over-the-Counter Bulletin Board.  The trading symbol has been applied for.  We cannot predict the date on which we will receive our trading symbol or the trading prices at which our common stock may trade after the distribution date.

Q: What will happen to Webdigs stock options?

A: Each option to purchase shares of Webdigs common stock that is outstanding on the distribution date will be replaced with both an adjusted Webdigs stock option and a substitute stock option to purchase one share of IggysHouse common stock (rounded in the aggregate to the nearest full share) for each five shares of Webdigs common stock underlying the original Webdigs stock option.  Both options, when combined, will have terms that will be generally intended to preserve the intrinsic value of the original option and the ratio of the exercise price to the value of the stock subject to the option, based on the ratio of the fair market value of one share of IggysHouse common stock being distributed in the spin-off to the fair market value of each share of Webdigs common stock at the time of the spin-off.  Both the adjusted and the substitute options will generally be made subject to the same terms and conditions as the original options, except that any vesting condition related to continued employment will reflect the current employment of the individual by Webdigs or IggysHouse, as applicable.  To the extent the options being replaced are vested, the replacement options will also be vested.

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For additional information on the treatment of Webdigs equity-based compensation awards, see “The Spin-Off—Treatment of Stock-Based Awards.”

Q: What assets and liabilities of Webdigs were transferred to, or assumed by, IggysHouse?

A: We have entered into a distribution agreement with Webdigs that contains key provisions relating to the separation of our business from Webdigs and the distribution of our shares of common stock.  The distribution agreement identifies the assets that were transferred to us, liabilities we have assumed and contracts assigned either to us by Webdigs or by us to Webdigs.  We also agreed to indemnify Webdigs against certain claims and liabilities relating to the past operations of its business.  See “The Spin-Off.”

Q: What will the relationship between Webdigs and IggysHouse be following the spin-off?

A: After the spin-off, Webdigs will not own any shares of IggysHouse common stock, and each of Webdigs and IggysHouse will be an independent public reporting company with its own management team and board of directors.  However, certain members of the board of directors of IggysHouse, namely Mr. Edward Wicker, are also members of the board of directors of Webdigs.  The distribution agreement defines various continuing relationships between Webdigs and us in various contexts.  In particular, it describes how Webdigs will provide us with certain transition and administrative services on an interim basis.  The distribution agreement also provides for the allocation of taxes incurred before and after the distribution and various indemnification rights with respect to tax and other matters.  See “The Spin-Off.”

Q: Will I have appraisal rights in connection with the spin-off?

A: No.  Holders of shares of Webdigs common stock are not entitled to appraisal rights in connection with the spin-off.

Q: Who is the transfer agent for your IggysHouse common stock and distribution agent for the spin-off?

A: Pacific Stock Transfer Company, at 4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119; telephone:  (702) 361-3033.

Q: Whom can I contact for more information?

A: If you have questions relating to the mechanics of the distribution of IggysHouse shares, you should contact the distribution agent:

Pacific Stock Transfer Company

4045 South Spencer Street, Suite 403

Las Vegas, Nevada 89119

Telephone: (702) 361-3033

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Before the spin-off, if you have questions relating to the spin-off, you should contact Webdigs’ Chief Executive Officer at:

Webdigs, Inc.

3433 Broadway Street NE, Suite 501

Minneapolis, MN 55413

Attention:  Robert A. Buntz, Jr.

Telephone: (612) 767-3854

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SUMMARY

The following is a summary of material information discussed in this information statement.  This summary may not contain all the details concerning the spin-off or other information that may be important to you.  To better understand the spin-off and our business and financial position, you should carefully review this entire information statement.  Unless the context otherwise requires, references in this information statement to “IggysHouse,” “we,” “our” and “us” mean IggysHouse.com, Inc., including the businesses and assets which have been contributed to us from Webdigs, Inc., a Delaware corporation.  References in this information statement to “Webdigs” mean Webdigs, Inc. a Delaware corporation, and its subsidiaries, unless the context otherwise requires.

Our Business

To date, Webdigs has operated a multi-segment business consisting of the following:

· The “Webdigs Business” — a full-service discounted real estate brokerage, operated under the trade name “Webdigs, LLC, “Webdigs” and “Webdigs.com,” offering rebates to home purchasers of up to one percent of the sales price of the home they purchase and listing services to home sellers that we believe are below the price of traditional full-service brokerages.  We do not mandate that our Webdigs real estate agents charge a fixed price for listing a seller’s home, but believe that all of our agents offer listings to customers for less than traditional full-service brokerages, which we believe generally charge between five and seven percent of the home sale price for their listing services.

· The “IggysHouse Business” — a short-term month-to-month listing service, launched in January 2010 under the trade name “Iggyshouse.com,” allowing home sellers to list their homes both on their local Multiple Listing Service (MLS) through licensed real estate brokers with whom we work (pursuant to MLS rules, licensed real estate brokers are the only parties eligible to submit listings on MLS systems), and a free posting on IggysHouse.com, our proprietary website, all for a flat fee of $49.95 per month, with various other ala carte services available for purchase as well.

· “TheMLSDirect.com Business” — a longer-term (six-month) listing service, operated under the trade name “TheMLSDirect.com,” allowing home sellers to list their homes on their local Multiple Listing Service (MLS) through licensed real estate brokers with whom we work for a fixed price of $299.  This business is attractive to customers wishing to obtain a listing on their local MLS but not wishing to engage  any other services of, or incur the costs normally associated with engaging, a real estate agent/broker.

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On March 11, 2011, the board of directors of Webdigs determined that the different businesses conducted by that corporation, and the differing brands and market levels and niches on which each particular business and brand are focused, would be put in the best position to succeed if they were separated and provided with their own management.  As a result, the board of directors of Webdigs authorized:

· The formation of a subsidiary corporation for the purpose of transferring to that subsidiary corporation the assets and liabilities of Webdigs primarily associated with the “IggysHouse Business.”  In this regard, Webdigs has caused the assets and liabilities primarily associated with the IggysHouse Business to be transferred to IggysHouse.com, Inc.  The board of directors is also considering, but has not yet decided upon, a similar course of action for either the MLSDirect Business or the Webdigs Business itself

· The distribution to the stockholders of Webdigs of a pro rata ownership in IggysHouse.com, Inc., and

· The filing of a registration statement under the Securities Exchange Act of 1934, on Form 10 promulgated under such Act, for the purpose of registering the common stock of IggysHouse.com, Inc. and causing such corporation to be a public reporting company under that Act.

The transactions described above are collectively referred to as the “spin-off transaction” or the “spin-off.”  In connection with the spin-off transaction in general, and the filing of the registration statement in particular, IggysHouse.com, Inc. is cooperating with certain market makers and FINRA for the purpose of obtaining a trading symbol for its common stock as soon as reasonably possible.  Therefore, at the conclusion of the spin-off transaction and after completing the process of obtaining a trading symbol, we anticipate that IggysHouse.com, Inc. will be a public reporting company possessing a trading symbol for the public trading of its common stock.  IggysHouse.com, Inc. will be separate, distinct and independent from Webdigs, Inc.

Summary of the Spin-Off of IggysHouse

The following is a brief summary of the material terms and conditions of the spin-off of IggysHouse.  Please see “The Spin-Off” for a more detailed description of the matters described below.

Distributing corporation	Webdigs, Inc.
Distributed corporation	IggysHouse.com, Inc.
Distribution ratio	Each holder of Webdigs common stock will receive one share of our common stock for every five shares of Webdigs common stock held on the record date.  Approximately 14,607,067 shares of our common stock will be distributed in the spin-off, based solely on the number of shares of Webdigs common stock outstanding on the record date, March 22, 2011.  The shares of our common stock to be distributed by Webdigs will constitute all of the initially issued and outstanding shares of our common stock.  For more information on the shares being distributed in the spin-off, see “Description of Capital Stock.”

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Distribution procedures	On or about the distribution date, the distribution agent identified below will distribute the shares of our common stock to be distributed by crediting those shares to book-entry accounts established by the transfer agent for persons who were stockholders of Webdigs as of 5:00 p.m., Central time, on the record date.  Shares of IggysHouse common stock will be issued only in book-entry form.  No paper stock certificates will be issued.  You will not be required to make any payment or surrender or exchange your shares or certificates representing shares of Webdigs common stock or take any other action to receive your shares of our common stock.  Nevertheless, as discussed below, if you sell shares of Webdigs common stock between the record date and the distribution date (or any subsequent ex-dividend date established by applicable rule or policy), you will be selling your right to receive the associated shares of our common stock in the distribution.  Registered stockholders will receive additional information from the transfer agent shortly after the distribution date.  Beneficial stockholders will receive information from their brokerage firms.
Distribution agent, transfer agent and registrar for our shares of common stock	Pacific Stock Transfer Company.
Record date	March 22, 2011
Distribution date	2011
Trading prior to or on the distribution date	If holders of Webdigs common stock as of the record date sell any shares of their Webdigs common stock on or prior to the distribution date, or, in the case that a stockholder holds shares in street name, on or prior to the applicable ex-dividend date, such holders will still be entitled to receive the number of shares of IggysHouse common stock in the spin-off based on the number of share of Webdigs common stock held by such holders as of the record date.  In the event Webdigs has to set a new record date for the distribution, then any holders of Webdigs common stock that sold their Webdigs shares after the original record date of March 22, 2011 will not be entitled to receive shares of IggysHouse common stock with respect to those shares of Webdigs common stock that were sold after the original record date but before the new record date. You are encouraged to consult with your financial advisor or broker-dealer regarding the specific implications of selling Webdigs common stock prior to or on the distribution date (or the ex-dividend date in the event that you hold your Webdigs shares in street name). See “The Spin-Off—Trading of Webdigs Common Stock After the Record Date and Prior to the Distribution.”

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Assets and liabilities of IggysHouse	We have entered into a distribution agreement with Webdigs containing key provisions relating to the separation of our business from Webdigs and the distribution of our shares of common stock. The distribution agreement identifies the assets that were transferred to us, liabilities we have assumed, and contracts assigned either by Webdigs to us or by us to Webdigs.  See “The Spin-Off.”
Relationship with Webdigs after the spin-off	The distribution agreement defines various continuing relationships between Webdigs and us in various contexts.  In particular, it describes how Webdigs will provide us with certain transition and administrative services on an interim basis.  The distribution agreement also provides for various indemnification rights.  See “The Spin-Off.”
Indemnities	Under the distribution agreement, we have agreed to indemnify Webdigs against certain claims and liabilities relating to the past operation of its business.  Please see “The Spin-Off.”
U.S. federal income-tax consequences	The spin-off will be a taxable event to Webdigs and may be taxable to the new stockholders of IggysHouse.  Certain United States federal income-tax consequences of the spin-off are described in more detail under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”
Conditions to spin-off	We expect that the spin-off will be effective on                2011, provided that the conditions set forth under the caption “The Spin-Off—Spin-Off Conditions and Termination” have been satisfied in Webdigs’ and our reasonable discretion.  Nevertheless, even if all of the conditions have been satisfied, Webdigs or IggysHouse may amend or abandon any and all terms of the distribution and the related transactions at any time prior to the distribution date.

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Reasons for the spin-off	The board of directors and management of Webdigs believe that the spin-off will provide the benefits set forth below under the caption “The Spin-Off—Reasons for the Spin-Off.”
Trading symbol and listing	Currently there is no public market for our common stock.  We have not applied to list our common stock on any securities exchange but, subject to completion of the spin-off and the submission and approval process associated with a Form 15c2-11 filing submitted to FINRA by a market maker, we expect our common stock will trade on the Over-the-Counter Bulletin Board.  We anticipate that trading will commence on a “when-issued” basis shortly after the distribution date.  “When-issued” trading refers to a transaction made conditionally because the security has been authorized but not yet issued.  On the first trading day following the distribution of our shares of common stock in the spin-off, “when-issued” trading in respect of our common stock will end and “regular way” trading will begin.  “Regular way” trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day after the date of the transaction.  We cannot predict the trading prices for our common stock at any time after the spin-off.  In addition, we expect that Webdigs common stock will remain outstanding and will continue to trade on the OTCQB.
Risk factors	You should review the risks relating to the spin-off, our industry and our business and ownership of our common stock described in “Risk Factors.”

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BUSINESS

Overview

Iggyshouse attempts to combine the power of the Internet with participating licensed real estate brokers to provide a real estate selling experience at a flat fee monthly listing price, all at a fraction of the traditional “full-commission” real estate broker model.  We believe that the full-commission real estate brokerage model has become expensive in relation to the value it offers consumers.  For instance, according to the RMLS Economic and Market Watch Report produced by the Regional MLS of Minnesota, Inc. and the NATIONAL ASSOCIATION OF REALTORS®, the average home in Hennepin County of the Twin Cities metropolitan area (Minnesota) sold for $265,700 during the 3rd quarter of 2010. The average brokerage commission on residential real estate transactions is 6%, producing an average broker’s commission of approximately $15,942. 

Often, the only value perceived by the consumer in hiring a real estate agent is obtaining a listing on the Multiple Listing Service, or “MLS.”  Most of the other functions that a traditional real estate agent customarily performs can be easily performed by the consumer him or herself.  According to the National Association of Realtors, in 74% of the nationwide residential real estate transactions in 2005, the buyer itself found the home on the Internet by using the very same MLS search capabilities that are available to traditional real estate agents.  Because this most basic aspect of buying a home (i.e., searching for potential listings on the MLS) can be, and is now, performed in significant part by consumers themselves, we believe that more homeowners will be interested in exploring an alternative form of listing their homes for sale that recognizes the increased burden and efforts undertaken by consumers, the correspondingly diminished role of the traditional sell-side real estate agent/broker, and the importance of the real estate agent/broker who brings a buyer to the transaction.

Iggyshouse, through its participating real estate brokers, offers home sellers access to the MLS for a small monthly fee.  This MLS access provides the home seller with all the exposure provided by non-participating brokers who list homes on the same MLS at a much higher cost to the consumer.  Our website allows the consumer to load their photos and property descriptions directly into our system, It  allows them to make changes and provides a set of “ala carte” services from which to choose.  Our website permits buyers to browse real estate listings, view property summaries and details and set up property showings.  As with all Internet- and software-related businesses, we expect to continue to evaluate and upgrade the interface and performance of our website and related software.

Iggyshouse began operations in February 2006. At the height of its operations, it had over 17,000 home listings in 38 states.  It ceased operations altogether in February 2009.  In July 2009, Webdigs, Inc. bought substantially all of the assets of IggysHouse.com.  After acquisition, Webdigs refocused the service offerings associated with the Iggyshouse.com website, redesigned the website itself, and relaunched the brand in January 2010.

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Background and Industry Trends

We believe that the real estate market is undergoing a dramatic change not dissimilar to that previously experienced by traditional stock brokerages.  In this regard, we believe the most critical aspects driving this change are the real estate market, the tighter finances of many individuals since the recent economic downturn, the availability of user-friendly technologies and a growing acceptance of lower-cost alternatives.  The changes in the industry are evident from National Association of Realtor statistics.  According to that association, the percentage of home buyers using the Internet to search for homes increased from 41% in 2001 to 74% in 2010.  This actually exceeds the 69% who use a realtor for their search (although many home buyers use both the Internet and a realtor in their search).  In addition, home sellers can use the Internet to check home valuations, track the housing market, and research comparable sales information even on a neighborhood level.

The increased use of technology throughout the entire process involved in a typical residential real estate transaction is an important development in the real estate market.  For instance, electronic communication and electronic data storage permits a real estate brokerage to quickly reproduce standard real estate transaction documents, store such documents and other important information about customers and properties, and communicate quickly with other parties involved in real estate transactions (e.g., title companies, insurers, surveyors, inspectors, attorneys and governmental agencies), all of which permits increased efficiencies in the process of buying and selling a home.  These technological changes and developments generally make it possible to effect a greater volume of transactions with less effort and expense.  Despite increased efficiencies in processing transactions, the traditional model for real estate agents and their compensation has changed little.

In light of the foregoing and especially in the current real estate market and economy, we believe that consumers are looking for ways to cut unnecessary and unjustifiable costs from their real estate transactions.  In our view, consumers have specifically begun targeting for change the historical model under which real estate agents are compensated.  In fact, statistics from the National Association of Realtors indicate that over 70% of home buyers or sellers would not re-hire their prior real estate agent.  Some particular factors that we believe are contributing to consumer dissatisfaction include:

· Commission fees charged by traditional real estate agents, expressed in absolute dollars, have risen in the past years.  Traditional commissions vary from market to market, but generally range from 5-6% of the total sales price of the home.  The average total commission expressed as a percentage of the property being purchased and sold has slowly declined in recent years.  However, with economic pressures pushing down home values and equity, the gross dollar amount of the average per-transaction commission has increased as a percentage of the homeowner’s net sale proceeds.

· The traditional agent incentive structure creates conflicting priorities between agents and their clients.  Traditionally, real estate agents are paid commissions based on the sales price of the subject property.  They do not receive a salary and they do not receive their commissions unless a transaction closes.  As a result, their economic interests are not fully aligned with the consumer, as they only receive compensation when and if a property is sold.  As a result, it is reasonable to assume that traditional agents place great emphasis on closing transactions and may often encourage their clients to accept offers even when it may be in a selling client’s best interest to hold out for a better price.

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In sum, we believe that the advent of the Internet and increased participation by both home sellers and buyers, increased efficiencies in effecting business transactions in general and real estate transactions in particular, rising commissions expressed in terms of percentage of the homeowner’s net proceeds, historical tensions and conflicts in the priorities of traditional real estate agents, and a presently stagnant economy and real estate market, are all conspiring to foment consumer dissatisfaction with the traditional model of residential real estate brokerage.

Our Model and Our Services

We are an Internet-based business which offers, through our network of participating real estate workers, an “MLS only” listing for a flat monthly fee of $49.95. In addition to the local MLS for each property, our listings also appear on the websites of other local brokers who subscribe to the MLS services (for instance, on Realtor.com and 14 other national home-listing websites). Although we are focused on Minnesota and Florida, our network of participating real estate brokers currently makes it possible for us to service customers in a total of 19 states – Arizona, California, Colorado, Florida, Georgia, Illinois, Maryland, Massachusetts, Minnesota, New Hampshire, Nevada, New Jersey, North Carolina (limited to Charlotte and the surrounding counties), Ohio, Pennsylvania, South Carolina, Texas, Virginia and Wisconsin. Overall, we utilize the Internet and technology to deliver the possibility of significant savings to home sellers. We believe that an emphasis on client service, when and as needed or requested by our clients and chosen form our “ala carte” menu of services, will separate us from other models and provide a clear choice to consumers which may allow them to save significant money.

In terms of the additional “ala carte” services available to home sellers, IggysHouse can create virtual home tours of a seller’s homes that may be available to prospective buyers through the listing on our website, on their local MLS, and 14 other national listing sites.  To assist with the pricing of a seller’s home, our participating brokers can provide a comparative market analysis to the seller and an individual consultation on pricing strategies.  Our brokers can also provide a range of individual strategies for readying a seller’s home for sale, including appropriately staging the home.  Finally, our participating brokers provide traditionally needed products and services to home sellers, such as lockboxes, signs, and the expertise in negotiating price and closing terms.  All of these sell-side services are furthered by highly targeted marketing and advertising efforts designed to drive traffic to our website.

IggysHouse also helps align and connect home buyers to the seller utilizing the one percent rebate incentive offered by our participating brokers.  For example, through our Internet website at www.IggysHouse.com, home buyers can search our database of IggysHouse.com listings and schedule home visits.  In addition, our participating licensed real estate brokers assist buyers by preparing offers, counteroffers and other real estate documents, negotiating purchase contracts and preparing for closings.

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Since IggysHouse operations began in January 2010, our home selling clients have listed 87 homes with us.

Our Strategy

Our long-term goal is to become the leader in flat fee, MLS-only online real estate listing services in the United States and Canada.  Initially, however, we are focused on achieving profitability in our current market locations to demonstrate the viability of our business model.  To achieve these objectives, we are pursuing the following broad strategy:

· Invest in our website interface and technology.  We believe our website interface and technology platform will provide us with a competitive advantage.  Our goal is to make the interface more easy to use, more intuitive, more enjoyable and distinguishable from the other websites and Internet tools that buyers and sellers of homes are accustomed to.  We believe that continuing to update and enhance our website and technology will be a key element in increasing traffic and use of our services.

· Focus on branding and creating market awareness.  IggysHouse spent considerable attention to building the brand and market awareness with an advertising and public relations campaign that used a mix of media, including the Internet, television, print, radio, and direct mail.  We expect to continue this branding effort primarily on the web, on a selective and thoughtful basis, with a view towards achieving maximum return for our marketing and advertising dollars and efforts.

· Develop an efficient transaction-processing and back-office operation.  We believe that one important factor in our overall profitability, especially given our flat fee model, will be our ability to process high transaction volumes efficiently.

· Attain profitability in our current 19 markets.  There are a number of Internet-based real estate brokerage models presently attempting to capitalize on market, demographic, trade/industry and economic changes.  To our knowledge, none of these businesses have reached sustained profitability needed to validate the flat fee internet-based real estate listing model.  Therefore, we believe that an initial critical strategic goal is for IggysHouse to attain overall profitability.  We believe that profitability—especially sustained profitability—will buoy consumer confidence in our services and lead to further successes.

If we can attain profitability, we believe that our business model, being predicated on greater efficiency and volume than the traditional model but with an emphasis on participating  brokers, their expertise and extensive client service, our ala carte menu of services, will facilitate our expansion into additional markets and the growth of our business.

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Industry Segments

We operate in one primary operating segment:  web-assisted real estate posting services enhanced by our network of participating, licensed real estate brokers .

Competition

The residential real estate market is highly fragmented and we have numerous competitors, many of which have greater name recognition, longer operating histories, larger client bases, and significantly greater financial, technical and marketing resources than we do.  We anticipate that the most critical competitive factors in our business and industry include price, service and the ease of using website tools.

              We compete with these traditional broker models, primarily on price and the ease of use of our website interface.  Although our fees are significantly lower than these traditional brokers, consumers may be attracted to traditional brokers because they offer or are perceived to offer higher levels of individual attention and service.

We also compete with non-traditional real estate brokerage models, including ZipRealty, Inc., iNest Realty, Inc. (a subsidiary of IAC/Interactive Corp) and Redfin Corporation, each of whom offers clients a negotiable commission structure and relies to a large extent on the efficiencies of the internet.  We believe that these competitors generally have greater financial resources than we do, and also have a longer operating history in the realm of online real estate brokerage.  Here too, we compete with these non-traditional brokers primarily on price and on the ease of use of our website interface.

In addition, we compete with discount real estate listing services, such as ForSaleByOwner.com and BuyOwner.com.  We compete with these discount service providers primarily on price.  For example, we currently believe that a consumer can obtain an MLS listing through ForSaleByOwner.com for anywhere from $90 per month to a $900 flat fee.

We compete or may in the future compete with various online services, including Move, Inc., Zillow.com, HouseValues, Inc., HomeGain.com, Yahoo!, Inc., Google Inc. and Trulia, Inc., that also look to attract and monetize home sellers and buyers using the internet.  For instance, Move, Inc. operates the www.realtor.com website.  Move is affiliated with National Association of Realtors, the National Association of Home Builders, the Manufactured Housing Institute and hundreds of MLSs, which may provide Move, Inc. with preferred access to listing information and other competitive advantages.  We compete with these service providers primarily on the basis of service and the ease of use of our website interface.  We do not provide home valuation data, and some other sites (such as Realtor.com) have more listings and more data about the community.  Many of these currently limited competitors and future competitors have significantly more resources than we do.

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Environmental Regulation

We are not subject to environmental regulations that have a material effect upon our capital expenditures or otherwise.

Other Regulation

Federal Regulation

Federal laws and regulations govern the real estate brokerage business.  These include the Real Estate Settlement Procedures Act of 1974, or RESPA, and federal fair housing laws.  RESPA requires disclosures to home buyers and sellers of settlement costs and restricts the payment of kickback or referral fees for settlement services.  RESPA does not prohibit referral fees paid by one real estate brokerage to another brokerage.  Federal fair housing laws generally make it illegal to discriminate against protected classes of individuals in housing or brokerage services. Other federal regulations protect the privacy rights of consumers and affect our opportunities to solicit new clients.

State Regulation

Real estate licensing laws vary from state to state, but generally all individuals and entities acting as real estate brokers or salespersons must be licensed in the state in which they conduct business.  A person licensed as a broker may either work independently or may work for another broker in the role of an associate broker, conducting business on behalf of the sponsoring broker.  A person licensed as a salesperson must be affiliated with a brokerage in order to engage in licensed real estate brokerage activities.  Generally, a corporation engaged in the real estate brokerage business must obtain a corporate real estate broker license.  In order to obtain this license, most jurisdictions require that an officer of the corporation be licensed individually as a real estate broker in that jurisdiction.  If applicable, this officer-broker is responsible for supervising the licensees and the corporation’s real estate brokerage activities within the state.

Real estate licensees, whether they are brokers, salespersons, individuals or entities, must follow the state’s real estate licensing laws and regulations.  These laws and regulations generally prescribe minimum duties and obligations of these licensees to their clients and the public, as well as standards for the conduct of business, including contract and disclosure requirements, recordkeeping requirements, requirements for local offices, trust fund handling, agency representation, advertising regulations and fair housing requirements.

Although payment of rebates or credits to real estate purchasers of the type  offered by our participating brokers are permitted in most states, some states either do not permit these rebates or credits or do not permit them in the form that we currently provide them.  Eight states have “minimum service laws” that require realtors to provide a level of service that purely web-assisted real estate businesses typically do not provide (Delaware, Florida, Nevada, New Mexico, Ohio, Pennsylvania, Tennessee and Wisconsin).  Eleven states prohibit rebates of real estate commissions (Alabama, Alaska, Iowa, Kansas, Louisiana, Mississippi, Missouri, New Jersey, Oklahoma and Tennessee).

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Governmental bodies may change the regulatory framework within which we intend to operate, without providing any recourse for adverse effects that the change may have on our business.

Local Regulation

Local regulations also govern the conduct of our business.  Local regulations generally require additional disclosures by the parties to a real estate transaction or their agents, or the receipt of reports or certifications, often from the local governmental authority, prior to the closing or settlement of a real estate transaction.

Trade Regulation

In addition to governmental regulations, our participating brokers are subject to rules and regulations established by private real estate trade organizations, including, among others, local MLSs, the National Association of Realtors, and state and local associations of realtors.  The rules and regulations of the various MLSs to which our participating brokers belong vary, and specify, among other things, how our participating brokers can use MLS listing data, including the use and display of such data on our website.

In 2008, the United States Department of Justice agreed to settle claims it had brought against the National Association of Realtors relating to the ability to access MLS listings.  The settlement decree addressed two areas of particular concern to non-traditional real estate brokerage and related firms.  First, the decree prohibits “selective opt-outs,” which enable a broker involved in a MLS to selectively prohibit certain MLS participants from displaying that broker’s MLS listings on the participants’ website.  Second, the decree prohibits “blanket opt-outs,” which enable a broker involved in a MLS to prohibit all other MLS participants from displaying that broker’s MLS listings, even though traditional real estate brokerage firms could easily display or otherwise convey these same listings in other manners.

The National Association of Realtors, as well as the state and local associations of realtors, also have codes of ethics, rules and regulations governing the actions of members in dealings with other members, clients and the public.  Our participating brokers are required to comply with these codes of ethics, rules and regulations by virtue of their membership in these organizations.

Intellectual Property

Our success depends significantly upon our ability to protect our core technology and intellectual property.  To accomplish this, we rely on a combination of intellectual-property rights, including trade secrets, copyrights and trademarks, as well as customary contractual protections.  In particular, we possess the rights to the following website domain names and trademarks and tradenames:

· domain name rights to www.IggysHouse.com

· trademark and trade name for “IggysHouse,” and

· trademark for “Changing Real Estate for Good”

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Our ability to enforce our intellectual-property rights is subject to general litigation risks. Typically, when a party seeks to enforce its intellectual-property rights, it is often subjected to claims that the intellectual-property right is invalid, or is licensed to the party against whom the claim is being asserted.  We cannot be certain that our intellectual-property rights will not be infringed upon, that others will not develop products in violation of our intellectual-property rights, or that others may assert, rightly or wrongly, that our intellectual-property rights are invalid or unenforceable.  In instances where we will rely on trade secrets for the protection of our confidential and proprietary business information, we cannot be certain that we would have adequate remedies for any such breach or that our trade secrets will not otherwise become discovered or independently developed by competitors.

In general, defending intellectual-property rights is expensive and consumes considerable time and attention of management.  Our involvement in intellectual-property litigation would likely have a materially adverse effect on our business, even if we were ultimately successful in defending our intellectual-property rights.

Employees

We currently have one full-time employee and share the services of two employees of Webdigs, Inc..

Corporate Information

IggysHouse.com, Inc. is a Delaware corporation.  As of the date of this information statement, we are wholly owned by Webdigs, Inc, a Delaware corporation.  Our principal offices are located at 3433 Broadway Street NE, Suite 501, Minneapolis, Minnesota 55413, and our telephone number at that office is (877) 866-Iggy (4449).  Our website address is www.iggyshouse.com.  The information contained on our website or that can be accessed through our website does not constitute part of this document.

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RISK FACTORS

You should carefully consider each of the following risks and all of the other information contained in this information statement.  Some of these risks relate principally to our spin-off from Webdigs, while others relate principally to our business and the industry in which we operate or to the securities markets generally and ownership of our common stock.  If any of these risks develop into actual events, our business, financial condition, results of operations or cash flows could be materially adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline.

Risks Relating to Our Business

We are a recently formed company with no history of profitability.

We do not yet have a significant operating history to provide you with meaningful information about our past or future operations.  We began operations in June 2009 and to date have not generated an annual profit.  In addition, annual revenues have never exceeded $10,000.  As a young company, we are subject to all of the risks associated with a new business enterprise. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development, especially in challenging and competitive industries such as residential real estate and mortgage brokerage and particularly in light of current general economic, real estate and credit market conditions.

We will require additional financing in the future, but we may be unable to obtain it.

We will require significant additional capital to continue our operations.  To date, our revenues from operations have not generated cash flow sufficient to finance our operations and growth.  As a result, we expect that we will need at least approximately $20,000 in additional financing prior to the end of October 31, 2011 to cover salaries, contracted website maintenance and development, and other basic working capital needs.  The amount of financing required for the timeframe stated above is based on our assumption that our Chief Executive and Chief Financial Officer will continue to work without receiving any form of cash compensation, and that the vendors to whom we owe past-due payables will continue to be patient with us.

Additional financing could be sought from a number of sources, including but not limited to additional sales of equity or debt securities, or loans from banks, other financial institutions or our affiliates.  In the past, we have significantly relied on financing (in the form of convertible loans) from affiliates on an as-needed basis.  However, there is no certainty that they will be willing to continue to fund our cash flow needs in the future.  If additional funds are raised by the issuance of our equity securities, such as through the issuance of stock, convertible securities, or the issuance and exercise of warrants, then the ownership interest of our existing stockholders will be diluted.  If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations (e.g., negative operating covenants), and such securities may have rights senior to those of the existing holders of common stock.  In any case, if adequate funds are not available on acceptable terms, we may be unable to fund the operation of our business.  If this were to occur, we would likely be forced to dramatically alter or cease operations altogether.

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We critically rely on our executive management, and the loss of certain members of management would materially and negatively affect us.

We believe our success materially depends upon the efforts of our management and other key personnel, including but not limited to Edward Wicker, our Chief Executive Officer.  If we lose the services of Mr. Wicker, our business would likely be materially and adversely affected.  Importantly, we are not a party to any employment or services agreement with Mr. Wicker, nor any non-competition agreements.  As a result, Mr. Wicker may not be available to us in the future.  Furthermore, we do not have “key person” life insurance insuring the life of Mr. Wicker, and we do not presently intend to purchase such insurance due to the cost of procuring such insurance.

Our future success also depends upon our ability to attract and retain highly qualified management personnel, other employees, and independent real estate agents.  Any difficulties in obtaining, retaining and training qualified employees, or affiliating with independent real estate agents, could have a material adverse effect on our results of operation or financial condition. The process of identifying personnel with the combination of skills and attributes required to carry out our strategy is often lengthy.  Any difficulties in obtaining and retaining qualified managers, employees and real estate agents could have a material adverse effect on our results of operation or financial condition.

There is substantial doubt about our ability to continue as a going concern.

We have had net losses attributed to common stockholders for the year ended October 31, 2010, and the period from inception (June 12, 2009) to October 31, 2009, of $2,015,184 and $97,649, respectively.  In addition, we had a working capital deficit of $84,919 as of October 31, 2010.  Since our financial statements were prepared assuming that we would continue as a going concern, these conditions, coupled with our current liquidity position, raise substantial doubt about our ability to continue as a going concern.  Furthermore, since we are a new business, we still do not have historical data upon which to base our revenue and expense forecasts.  We expect that our ability to continue as a going concern depends, in large part, on our ability to generate sufficient revenues, limit our expenses without sacrificing customer service, and obtain necessary financing when needed.  If we are unable to raise additional capital, we may be forced to discontinue our business altogether.

We may be unable to obtain sufficient market acceptance of our services.

The market for residential real estate sales is well established.  Nevertheless, the market for non-traditional residential real estate sales models is relatively new, still developing, and even more uncertain.  As is typical in the case of a new or rapidly evolving industry, demand and market acceptance for products and services are the subjects of tremendous uncertainty.  Our future growth and financial performance will almost entirely depend upon greater market acceptance of our model for purchasing and selling homes without significant automatic assistance from real estate agents.  In this regard, the failure of purchasers and sellers of residential property to embrace our model, or the inability of our services to satisfy customer expectations, would have a material adverse effect on our business and the prospects for our ultimate success, and could cause us to cease operations.

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We rely on third parties for key aspects of the process of providing services to our customers, and any failure or interruption in the services provided by these third parties could harm our ability to operate our business and damage our reputation.

We rely on third-party vendors, including website providers and licensed real estate brokers.  Any disruption in access to the websites developed and hosted by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business.  Any financial or other difficulties our providers face may have negative effects on our business, the nature and extent of which we cannot predict.  We exercise little or no control over all of these third-party vendors, which increases our vulnerability to problems with the services they provide.

In addition, we license technology and related databases from third parties to facilitate aspects of our website and connectivity operations, including, among other things, internet home search services. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services could materially and negatively impact our relationship with our customers and adversely affect our brand and our business.  It is possible that such errors, failures, interruptions or delays could even expose us to liabilities to our customers or other third parties.

The interruption or failure of our information technology and communications systems would impair our ability to effectively provide our services, which could in turn damage our reputation and harm our business.

Our ability to provide our services critically depends on the continuing operation of our information technology and communications systems.  Any damage to or failure of our systems would likely result in interruptions in our service to customers and threaten our direct source of revenue.  Accordingly, interruptions in our service would likely reduce our revenues, and our brand could be damaged, perhaps irreparably, if people were to believe our system and services are unreliable.

To our knowledge, our systems are vulnerable to damage or interruption from terrorist or malicious attacks, floods, tornados, fires, power loss, telecommunications failures, computer viruses and other attempts to harm our systems, and similar types of events.  Our data centers are subject to break-ins, sabotage and intentional acts of vandalism, and to other potential disruptions.  Some of our systems are not fully redundant (i.e., backed up), and our disaster recovery planning cannot account for all eventualities.  The occurrence of a natural disaster, or a decision to close a facility we are using without adequate notice for financial reasons or other unanticipated problems at our data centers, could result in lengthy interruptions in our service. Any unscheduled interruption in our service would likely place a burden on our entire organization and result in an immediate loss of revenue.

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We are required to comply with governmental regulations, which will increase our costs and could prohibit us from conducting business in certain jurisdictions.

We are subject to governmental regulation by federal, state and local regulatory authorities with respect to our real estate related operations.  In addition, as is standard in the residential real estate brokerage industry, our participating brokers agents must be licensed.  In some states, our proposed business activities are prohibited and so we may not operate in those states.  Eight states have “minimum service laws” that require realtors to provide a level of service that web-assisted real estate businesses typically do not provide even thought we believe our model of providing service may nonetheless comply with minimum service laws in some of such states.  Eleven states outrightly prohibit rebates of real estate commissions.  Furthermore, governmental bodies, whether federal, state or local, may change the regulatory framework within which we intend to operate, without providing any recourse for adverse effects that the change may have on our business.

We, or our participating brokers, may in the future be unable to comply with existing laws and regulations, or to adapt and comply with future changes in applicable laws and regulations.  Our failure (or the failure of our participating brokers) to comply with applicable laws and regulations, or the adoption of new laws and regulations restricting our intended operations, could have a material adverse effect on our business and could cause us to cease operations.

The efforts of the National Association of Realtors or other organizations could prevent us from operating our business, and could lead to the imposition of significant restrictions on our operations.

The online residential real estate sales model generally, and the IggysHouse business model specifically, is based on the assertion that full-commission real estate brokerages and agents do not provide an acceptable level of value to consumers and that consumers are willing to engage in online home search activities via the Internet if they can thereby reduce the dollar amount of commissions paid on home sales and purchases.  This model is a direct and significant threat to traditional residential real estate brokerages and agents.

In response to previous and ongoing efforts by discount web-assisted real estate companies, the National Association of Realtors, which represents real estate brokerages, has issued rules that attempt to block access of web-assisted real estate companies to MLS systems, and may adopt additional rules intended to reduce or eliminate competition from web-assisted (online) discount real estate businesses such as ours.  In this regard, our business is critically dependent upon the ability to access the MLS to be competitive.  We can give no assurance that the National Association of Realtors will not be successful in preventing our access to the MLS, or that it or another organization will not be successful in adopting rules or imposing other restrictions on web-assisted real estate businesses such as ours.  Such adoption or imposition of regulations or restrictions would have a material adverse effect on our business.

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Competition in the traditional and online residential real estate industry is intense.

The residential real estate industry is highly competitive. We believe that important competitive factors in this industry include, but are not limited to, price, service, and ease of use. We presently face competition from numerous companies engaged in traditional residential real estate brokerage services and several online residential real estate sales companies, and we expect online competition to increase in the future from existing and new competitors.  Most of our current and potential competitors have substantially greater financial, marketing and technical resources than us, as well as significant operating histories.  Accordingly, we may not be able to compete successfully against new or existing competitors.  Furthermore, competition may reduce the prices we are able to charge for our services, thereby potentially lowering revenues and margins, which would likely have a material adverse effect on our results of operation and financial condition.

The online residential real estate industry is subject to significant and rapid technological change.

The online residential real estate industry is subject to rapid innovation and technological change, shifting customer preferences, new service introductions and competition from traditional real estate brokerage firms.  Competitors in this market have frequently taken different strategic approaches and have launched substantially different products or services in order to exploit the same perceived market opportunity.  Although we believe that we are offering a unique solution, our present or future services may not be competitive technologically or otherwise.

Overall, we believe our ability to compete in this industry will depend upon, among other things, broad acceptance of our services and on our ability to continually improve current and future services we may develop to meet changing customer requirements.  Nevertheless, we may be unable to successfully identify new service or product opportunities and develop and bring to the market new and enhanced solutions in a timely manner.  Even if we are able to identify and commercialize new products and services, those products and services may not be accepted by the marketplace or may become obsolete as a result of new technological or other developments by our competitors or in the broader marketplace in general.  Any such failures or obsolescence may materially and adversely affect our business and prospects.

Consumer access to mortgage financing has been affordable and widely available by historic standards, and any decrease in the availability of credit may have negatively impact our operating results.

The affordability and availability of mortgage financing is influenced by a number of factors, including interest rates, lender underwriting criteria, loan product availability and the performance of mortgage-backed securities in the secondary market.  While the federal government has in the recent past supported programs to make loans easier to obtain, we believe that the mortgage market still remains tight despite these efforts and near record low interest rates.  Our belief is justified by the fact that real estate transaction volume remains significantly below levels of the market’s peak in 2006.  If the availability of credit were to further decrease, we believe this would have a negative impact on the overall volume of residential real estate transactions and, because our business model is predicated in part on high volumes, we believe any such occurrence would negatively affect our operating results.

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We may be impacted by general economic conditions within the United States residential real estate market.

The residential real estate market has experienced significant fluctuations in recent years. In some years, real estate home sales have been brisk, while in other years the residential real estate market has been stagnant.  Our ability to attract home sellers and buyers to use our website will, in part, depend upon people's willingness in general to buy or sell a home.  When consumers who would otherwise be a potential buyer or seller of a home sense that the overall economy or real estate market is not doing well, they are less likely to make an expensive purchase such as a home or sell their home at what they may perceive as a depressed price.

In addition, current unemployment remains at the high levels by historical standards, and  there is an enormous inventory of unsold and vacant homes.  In the first quarter of 2010, the U.S. Census Bureau reported that there were approximately 19 million vacant homes in the United States.  The unemployment figures and the glut of home inventory are expected to generally depress housing prices, and probably also the volume of residential real estate transactions, for the foreseeable future.  If such economic and inventory issues persist or worsen, our business may be unable to generate enough transactional volume to break even and our prospects may be negatively and adversely affected.  The poor outlook may also adversely impact our ability to obtain financing from third parties.

Failure to achieve and maintain effective internal and disclosure controls could limit our ability to detect and prevent fraud and thereby adversely affect our business and stock price.

Effective internal and disclosure controls are necessary for us to provide reliable financial and disclosure reports.  All control systems, no matter how well designed, have inherent limitations.  Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation, and the collection of material information for presentation in our periodic reports.  Our most recent evaluation of our internal controls over financial reporting resulted in our conclusion that our disclosure controls and procedures were not effective due to a lack of segregation of duties in our accounting and financial functions, including financial reporting and our quarterly closing process.  In our case, our failure to achieve and maintain an effective internal control environment could decrease the likelihood that we may be unable to produce reliable financial reports or detect or prevent fraud.  This may cause investors to lose confidence in our reported financial information, which could in turn have a material adverse effect on our stock price.

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Risks Relating to an Investment in Common Stock of IggysHouse

Our officers and directors possess controlling voting power with respect to our common stock, which could limit your influence on corporate matters and discourage certain types of change-in-control transactions.

Our officers and directors, together with other significant stockholders, collectively possess beneficial ownership of approximately 9,476,885 shares representing beneficial ownership of approximately 64.9% of our common stock.  As a result, our directors and officers have or could have the ability to greatly influence, if not outrightly control, our management and affairs through the election and removal of our directors, and all other matters requiring stockholder approval, including the future merger, consolidation or sale of all or substantially all of our assets.

This concentrated control could discourage others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise be beneficial to our stockholders in general.  Furthermore, this concentrated control will limit the practical effect of your participation in our corporate matters, through stockholder votes and otherwise.  As a result, the return on your investment in our common stock through the sale of your shares or our business could be adversely affected.

The power of our board of directors, without any action or approval by our stockholders, to designate and issue additional classes of capital stock, and certain aspects of Delaware corporate law, may adversely affect the relative rights of our common stockholders or make it more difficult for an acquiror to obtain control of the company without the approval of our board of directors.

Our authorized capital consists of 250,000,000 shares of capital stock.  Pursuant to authority granted by our certificate of incorporation and applicable state law, our board of directors, without any action or approval by our stockholders, may designate and issue shares in such classes or series (including other classes or series of preferred stock) as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights.  The rights of holders of other classes or series of capital stock, including preferred stock that may be issued could be superior to the rights of the shares of common stock offered hereby.

Further, as a Delaware corporation, we are subject to provisions of the Delaware General Corporation Law regarding “business combinations” and “control share acquisitions.”  We may, in the future, consider adopting additional anti-takeover measures.

The designation and issuance of shares of capital stock having preferential rights could adversely affect the relative rights appurtenant to the shares of our common stock.  In addition, any issuances of additional capital stock (common or preferred) will dilute the percentage of ownership interest of our stockholders and may dilute our per-share book value.  Finally, the aspects of Delaware corporate law noted above will generally make it more difficult for a potential acquiror to obtain control of the company without the approval of our board of directors.  When coupled with the significant ownership of our board of directors and management, these factors will significantly deter others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise be beneficial to our stockholders in general.

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Our common stock will likely trade only in an illiquid trading market.

        When and if it occurs, trading of our common stock will likely be conducted on the Over-the-Counter market (OTCQB).  This will likely have an adverse effect on the liquidity of our common stock, not only in terms of the number of shares that could be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analyst and media coverage of us and our common stock.  Each of these factors alone could generally have a depressive effect on the price of our common stock.

Risks Relating to the Spin-Off

We may be unable to achieve some or all of the benefits that we expect to achieve from our separation from Webdigs.

We might not obtain the potential benefits that we expect from the spin-off.  Further, Webdigs stockholders who receive our stock might not realize the intended benefits of the spin-off.  We have described those anticipated benefits elsewhere in this information statement.  See “The Spin-Off—General.”  By separating from Webdigs, there is a risk that we might be more susceptible to market fluctuations and other adverse events than we would have been were we still a part of Webdigs.  In addition, we will incur significant costs, which might exceed our estimates, and we will incur some negative effects from our separation from Webdigs, including our obligation to indemnify Webdigs for certain risks, and the loss of cash flow and revenue derived from the other businesses conducted by Webdigs.  As a result, we may not be able to achieve some or all of the benefits that we expect to achieve as an independent public company.

The spin-off could result in substantial tax liability.

The spin-off could be treated as a taxable dividend or capital gain to you for U.S. federal income-tax purposes, and you could incur significant U.S. federal income-tax liabilities.  For more information, see “Material U.S. Federal Income Tax Consequences of the Spin-Off.”

The spin-off will result in our incurring costs associated with being a publicly held company.

After the spin-off, we will be a public company with the obligation to file reports with the Securities Exchange Commission and other obligations associated with being a public reporting company.  In particular, we will be required to maintain adequate internal controls and to pay for audits and reviews of our financial statements by our independent registered accounting firm.  In the fiscal year ended October 31, 2010, Webdigs paid approximately $69,473 in fees, including $39,000 in audit fees, to our independent registered public accounting firm.  We believe our audit fees will be lower than this amount, but we believe our costs of being a public company, including accounting fees, will likely be in excess of $30,000 per year.

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CAUTIONARY STATEMENT

This information statement, and the documents to which we refer you in this information statement, contain forward-looking statements about our plans, objectives, expectations and intentions.  Forward-looking statements include information concerning our possible or assumed future results of operations and other statements about management’s future expectations, beliefs, goals, plans or prospects.  You can identify these statements by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “forecast,” “potential,” “contemplate,” “could,” “would,” “may,” and “can” or similar words.  You should read statements that contain these words carefully.  They discuss our future expectations or state other forward-looking information, and may involve known and unknown risks over which we have no control.  These risks are described in greater detail in the section entitled "Risk Factors" beginning on page 20 of this information statement.

If one or more of these factors materialize, or if any underlying assumptions prove incorrect, actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.  In addition, any forward-looking statements in this information statement represent our views only as of the date of this information statement and should not be relied upon as representing our views as of any subsequent date.  We anticipate that subsequent events and developments may cause our views to change.  Nevertheless, while we may elect to update these forward-looking statements publicly at some point in the future, we specifically disclaim any obligation to do so, except as may be required by law, either as a result of new information, future events or otherwise.

THE SPIN-OFF

Background

On March 11, 2011, the board of directors of Webdigs determined that the different businesses conducted by that corporation, and the differing brands and market levels and niches on which each particular business and brand are focused, would be put in the best position to succeed if they were separated and provided with their own management.  As a result, the board of directors of Webdigs authorized:

· The formation of a subsidiary corporation for the purpose of transferring to that subsidiary corporation the assets and liabilities of Webdigs primarily associated with the “IggysHouse Business.”  In this regard, Webdigs has caused the assets and liabilities primarily associated with the IggysHouse Business to be transferred to IggysHouse.com, Inc.

· The distribution to the stockholders of Webdigs of a pro rata ownership in IggysHouse.com, Inc., and

· The filing of a registration statement under the Securities Exchange Act of 1934, on Form 10 promulgated under such Act, for the purpose of registering the common stock of IggysHouse.com, Inc. and causing such corporation to be a public reporting company under that Act.

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In connection with the spin-off transaction in general, and the filing of the registration statement in particular, IggysHouse.com, Inc. is cooperating with certain market makers and FINRA for the purpose of obtaining a trading symbol for its common stock as soon as reasonably possible.  Therefore, at the conclusion of the spin-off transaction and after completing the process of obtaining a trading symbol, we anticipate that IggysHouse.com, Inc. will be a public reporting company possessing a trading symbol for the public trading of our common stock.  We will be separate, distinct and independent from Webdigs, Inc.

Reasons for the Spin-Off

Over the past several years, Webdigs has acquired or developed (or disposed of) business lines or activities that have been ancillary to its original “Webdigs Business.”  Included among these developments and dispositions are the acquisition of the assets that eventually became used in the “IggysHouse Business,” the acquisition of multiple website domain names (such as TheMLSDirect.com) that eventually would be dedicated to low-cost listing services marketed to home sellers not wishing to engage all the services of a real estate agent/broker, and the gradual disposition or elimination of various ancillary services that were originally part of the “Webdigs Business” model.  Examples here include “Home Equity Advisors” and “Marquest Financial,” which were designed to offer mortgage brokerage services, and credit counseling activities originally conducted under the name “Credit Garage.”

With the changes in business activities, Webdigs has found it difficult to clearly explain to potential investors what its principal business focus and potential use of proceeds is.  In the face of difficult economic times and a difficult financing environment in general (and in particular in relation to real estate), the lack of focus has, in the judgment of the board of directors, adversely impacted the ability to obtain critically needed financing.  In addition, the different activities presently conducted under the names of (and related models for) the “Webdigs Business,” the “IggysHouse Business” and the “MLSDirect.com Business,” although clearly related, have proven disparate enough in terms of market focus, technological needs and marketing and advertising needs, that one management team, hampered by a lack of financial support and payment for their services, and burdened by generally poor economic and real estate market conditions, has been unable to dedicate sufficient attention to the three business models and approaches to the needs of residential real estate customers.

Webdigs has also encountered some difficulties with trade regulations (realtor organizations) relating to the structure of its business which the board of directors believes the spin-off will help address.  The various businesses in which Webdigs is involved involve some level of trade-based regulations requiring that licensed real estate brokerage firms be the only ones conducting real estate brokerage activities in the state (or states) in which such a license is issued.  Other realtors have, in the past, challenged the structure of the Webdigs business as one that permits unlicensed entities (such as Webdigs, Inc. itself) to conduct real estate brokerage activities.  We do not believe that these allegations have merit and are based solely upon perception since the real estate brokerage operations are in fact conducted through the Webdigs, LLC entity (a wholly owned subsidiary of Webdigs, Inc.), and have accordingly and appropriately responded to complaints of ethical violations of the trade regulations.  Nevertheless, in March 2011, Webdigs, LLC was fined $3,000 by the Minnesota Association of Realtors for an alleged violation of the Code of Ethics relating to the IggysHouse Business and its deemed relationship with Webdigs, LLC.  Webdigs, LLC is appealing that violation and fine. The spectre of third-party trade-based regulatory challenges, in the face of the other challenges faced by Webdigs, Inc. at this time (as outlined above), have led the board of directors to conclude that beginning to separate the different brands will help eliminate most, if not all, trade-based regulatory issues and challenges faced by the businesses currently operated by Webdigs.

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As a result of the above considerations, the board of directors of Webdigs organized IggysHouse.com, Inc. and developed the plan to complete the spin-off.  In light of the foregoing, the purposes of the spin-off are to (1) enable management of the “IggysHouse Business,” and the “Webdigs Business” and “TheMLSDirect.com Business,” to focus on their respective differentiated businesses, and (2) greatly simplify investor analysis of each respective business and thereby enhance the ability to obtain financing for each.  As indicated above, the board is considering whether to implement a similar spin-off of the MLDDirect.com Business or some other type of transaction with a substantially similar result.

The board of directors of Webdigs considered various potential risks and other negative factors in determining whether to proceed with the spin-off.  These included the impact of creating additional public companies, including the costs associated with the process of creating such companies and thereby multiplying the ongoing costs of being public, the need to identify additional personnel to discharge management roles at the multiple companies (in a situation where payment of salaries has been sporadic at best), and, particularly in the case of IggysHouse, where certain indemnification obligations would exist with respect to Webdigs, Inc.  The board of directors concluded that the potential benefits of the spin-off outweighed these negative factors.

Transfer of Assets and Assumption of Liabilities

As of March 11, 2011, pursuant to a distribution agreement, Webdigs transferred to IggysHouse all of the “IggysHouse Assets.”  The “IggysHouse Assets” generally consisted of all assets held by Webdigs prior to that date and which primarily related to the “IggysHouse Business.”  Also as of March 11, 2011, IggysHouse assumed certain existing and contingent liabilities of Webdigs.  The distribution agreement has been filed with the Securities and Exchange Commission as Exhibit 2.1 to IggysHouse’s Form 10 registration statement.

Assets Transferred to IggysHouse

Pursuant to the distribution agreement, Webdigs transferred to our company the IggysHouse Assets, consisting of the following assets, described in detail in “Schedule B” to the distribution agreement:

· Computer equipment

· Intangible assets including :

o Website source code

o Non-compete agreements

o Customer lists

Most of the above assets are primarily related to the IggysHouse Business operated by Webdigs prior to the date of the transfer of assets contemplated by the distribution agreement.

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Indemnification of Webdigs by IggysHouse

Pursuant to the distribution agreement, IggysHouse agreed to indemnify and hold harmless Webdigs from and against any and all actions, threatened actions, costs, damages, liabilities and expenses, including but not limited to reasonable attorneys’ fees, the reasonable fees of other professionals and experts, and court or arbitration costs that are suffered or incurred by Webdigs and any of its past or present directors, officers, employees and agents and that relate to or arise from or in connection with all or any of the following:

· the ownership of the IggysHouse Assets after the distribution date for the spin-off, or

· any action or threatened action made or asserted by any person that relates to operation or ownership of the IggysHouse Assets, or relates to any act or omission of Webdigs, in either case at any time on or before the distribution date for the spin-off.

IggysHouse’s obligation to indemnify Webdigs for the second item above is limited to $50,000 in the aggregate.

Liabilities

Pursuant to the distribution agreement, we assumed the following liabilities of Webdigs, described in detail in “Schedule B” to the distribution agreement:

· Accounts payable

· Parent loan payable and accrued interest

· Deferred revenue on Iggyshouse.com transactions

Structure of the Spin-Off

The spin-off will be accomplished through the distribution of stock of IggysHouse to stockholders of record of Webdigs as of the record date of March 22, 2011.  The distribution is intended to occur on the distribution date of             , 2011.  On that date, each holder of Webdigs common stock will receive one share of our common stock for every five shares of Webdigs common stock held and will retain such holder’s shares of Webdigs common stock.  The distribution is subject to the satisfaction or waiver of certain conditions, which are described in this information statement under “Conditions to the Spin-off.”  Following the spin-off, Webdigs will cease to own any equity interest in IggysHouse, and IggysHouse will be an independent and separate public reporting company.

Webdigs stockholders will not be required to pay for shares of IggysHouse common stock received in the spin-off or to surrender or exchange shares of Webdigs common stock in order to receive our common stock or to take any other action in connection with the spin-off.  No vote of Webdigs stockholders will be required or sought in connection with the spin-off, and Webdigs stockholders will have no appraisal rights in connection with the spin-off.  The spin-off will not affect the number of outstanding shares of Webdigs common stock or any rights of Webdigs stockholders, although it will likely affect the market value of the outstanding Webdigs common stock.

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Immediately following the spin-off, we expect that approximately 14,607,067 shares of IggysHouse.com, Inc. common stock will be issued and outstanding, based on the distribution of one share of IggysHouse common stock for every five shares of Webdigs common stock outstanding and the number of shares of Webdigs common stock outstanding on April 25, 2011 (73,035,119 common shares).  We also expect to have approximately [292] stockholders of record, based on the number of stockholders of record of Webdigs common stock on April 25, 2011.

The general terms and conditions relating to the spin-off are set forth in a distribution agreement between Webdigs and us.  Under the distribution agreement, the spin-off will be effective on the distribution date.  As a result of the spin-off, each Webdigs stockholder will be entitled to receive one share of our common stock for every five shares of Webdigs common stock owned on the record date.  As discussed above under “—Trading of Webdigs Common Stock After the Record Date and Prior to the Distribution,” if a holder of record of Webdigs common stock sells those shares in the “regular way” market after the record date and on or prior to the distribution date, that stockholder also will be selling the right to receive shares of our common stock in the distribution.  The distribution will be made in book-entry form.  For registered Webdigs stockholders, our transfer agent will credit their shares of our common stock to book-entry accounts established to hold their shares of our common stock.  Book-entry refers to a method of recording stock ownership in our records in which no physical certificates are issued.  For stockholders who own Webdigs common stock through a bank or brokerage firm, their shares of our common stock will be credited to their accounts by the bank or broker.  See above “—When and How You Will Receive IggysHouse Shares” below.  Each share of our common stock that is distributed will be validly issued, fully paid and non-assessable.  Holders of shares of our common stock will not be entitled to preemptive rights.  See “Description of Capital Stock.”

When and How You Will Receive IggysHouse Shares

On the distribution date, Webdigs will release its shares of IggysHouse common stock for distribution by the distribution agent, Pacific Stock Transfer Company.  The distribution agent will cause the shares of IggysHouse common stock to which you are entitled to be registered in your name or in the “street name” of your bank or brokerage firm.

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“Street Name” Holders

Many Webdigs stockholders hold Webdigs common stock through an account with a bank or brokerage firm.  If this applies to you, that bank or brokerage firm is the registered holder that holds the shares on your behalf.  For stockholders who hold their shares of Webdigs common stock in an account with a bank or brokerage firm, the IggysHouse common stock distributed to you will be registered in the “street name” of your bank or broker, who in turn will electronically credit your account with the IggysHouse shares that you are entitled to receive in the distribution.  We anticipate that banks and brokers will generally credit their customers’ accounts with IggysHouse common stock shortly after the distribution date (on the “ex-dividend date,” in compliance with applicable FINRA and brokerage firm rules).  We encourage you to contact your bank or broker if you have any questions regarding the mechanics of having shares of IggysHouse common stock credited to your account.

Registered Holders

If you are the registered holder of shares of Webdigs common stock and hold your shares either in physical form or in book-entry form, the shares of IggysHouse common stock distributed to you will be registered in your name and you will become the holder of record of that number of shares of IggysHouse common stock.  Our distribution agent will send you a statement reflecting your ownership of our common stock.

Direct Registration System

As part of the spin-off, we will be adopting a direct registration system for book-entry share registration and transfer of our common stock.  The shares of our common stock to be distributed in the spin-off will be distributed as uncertificated shares registered in book-entry form through the direct registration system.  No certificates representing your shares will be mailed to you in connection with the spin-off.  Under the direct registration system, instead of receiving stock certificates, you will receive a statement reflecting your ownership interest in our shares.  Contact information for our transfer agent and registrar is provided under “Questions and Answers About the Spin-Off.”  The distribution agent will begin mailing book-entry account statements reflecting your ownership of shares promptly after the distribution date.  You can obtain more information regarding the direct registration system by contacting our transfer agent and registrar.

Market for Our Common Stock

We expect to have approximately 14,607,067 shares of our common stock outstanding immediately after the spin-off, based upon the number of shares of Webdigs common stock outstanding on April 25, 2011.  The shares of our common stock distributed to Webdigs stockholders will be freely transferable, except for shares received by persons who may be deemed to be our “affiliates” under the Securities Act of 1933, and except for shares issued as restricted stock under our restricted stock plan.  Persons who may be deemed to be our affiliates after the spin-off generally include individuals or entities that control, are controlled by, or are under common control with us, and may include some or all of our directors and executive officers.  Our affiliates will be permitted to sell their shares of IggysHouse common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act of 1933, such as the exemption afforded by Rule 144.

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Rule 144 will generally be available for the resale of our common stock by affiliates once 90 days have elapsed from the date we become subject to the reporting requirements of the Securities Exchange Act of 1934, which is the date when the registration statement on Form 10, of which this information statement is a part, becomes effective.  Under Rule 144, provided certain conditions are satisfied, an affiliate may sell, within any three-month period, a number of shares that does not exceed the greater of:

· 1% of the then-outstanding shares of common stock, and

· the average weekly trading volume of the common stock during the four calendar weeks preceding the date on which the notice of the sale is filed with the Securities and Exchange Commission.

Sales under Rule 144 are also subject to provisions relating to notice, manner of sale, and the availability of current public information about us.

There is currently no public market for our common stock.  We have not applied to list our common stock on any securities exchange but, subject to completion of the spin-off, we anticipate that our common stock will trade on the Over-the-Counter market (OTCQB) after completion of a process involving a market maker and FINRA.  Neither we nor Webdigs can assure you as to the trading price of our common stock after the spin-off or as to whether the trading price of a share of Webdigs common stock after the spin-off plus the trading price of one share of our common stock distributed for each five shares of Webdigs common stock will not, in the aggregate, be less than the trading price of five shares of Webdigs common stock immediately before the spin-off.  The trading price of our common stock is likely to fluctuate significantly, particularly until an orderly market develops.  See “Risk Factors—Risks Relating to Ownership of Our Common Stock.”  In addition, we cannot predict any change that may occur in the trading price of Webdigs’ common stock as a result of the spin-off.

Trading of Webdigs Common Stock After the Record Date and Prior to the Distribution

If you own shares of Webdigs common stock at 5:00 p.m., Central time, on the record date of March 22, 2011 and sell those shares on or prior to the distribution date, you will still be entitled to receive the number of shares of IggysHouse common stock in the spin-off based on the number of share of Webdigs common stock held by you as of the record date.  In the event Webdigs has to set a new record date for the distribution, and if you sell your Webdigs shares after the original record date of March 22, 2011 you will not be entitled to receive shares of IggysHouse common stock with respect to those shares of Webdigs common stock that you sold after the original record date but before the new record date.

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Treatment of Stock-Based Awards

In connection with the spin-off and as contemplated by the distribution agreement, each option to purchase shares of Webdigs common stock that is held by a director, officer or employee of Webdigs and is outstanding on the distribution date (an “Original Webdigs Option”) will be replaced with both an adjusted Webdigs stock option and a stock option to purchase one share of IggysHouse common stock (rounded in the aggregate to the nearest full share) for each five shares of Webdigs common stock underlying the original Webdigs stock option.  Both options, when combined, will have terms that will be generally intended to preserve the intrinsic value of the original option and the ratio of the exercise price to the value of the stock subject to the option, based on the ratio of the fair market value of share of IggysHouse common stock being distributed to the fair market value of each five shares of Webdigs common stock, at the time of the spin-off.  The exercise price for such options, however, will be rounded up to the next higher whole cent.  Both the adjusted and the substitute options will generally be made subject to the same terms and conditions as the original options.  To the extent the options being replaced are vested, the replacement options will also be vested.

Conditions to the Spin-Off

We expect that the spin-off will be effective on            , 2011.  As provided in the distribution agreement, the spin-off is subject to the satisfaction or, if permitted under the agreement, the waiver, of the following conditions:

· We will have filed our registration statement on Form 10 with the Securities and Exchange Commission, of which this information statement is a part, which will have become effective, and we will not have received a stop order from the SEC relating to the Form 10 or preventing this information statement from being mailed to stockholders of Webdigs;

· All necessary regulatory approvals and consents of governmental entities and other third-parties having been received, except for any such approvals or consents the failure of which to obtain would not have a material adverse effect on the business, operations or condition (financial or otherwise) of either Webdigs or IggysHouse; and

· Webdigs board of directors having not reasonably determined in good faith that the spin-off would not be permitted under the Delaware General Corporation Law.

           Webdigs will use its best efforts, and cooperate with IggysHouse, to take all actions to cause the spin-off to be completed in the most expeditious manner practicable, including the satisfaction of the above conditions.

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Material U.S. Federal Income-Tax Consequences of the Spin-Off

In General

The following is a summary of material U.S. federal income-tax consequences relating to the spin-off.  This summary is based on the Internal Revenue Code of 1986 (the “Code”), related U.S. Treasury regulations, and interpretations of the Code and the U.S. Treasury regulations by the courts and the IRS, in effect as of the date of this information statement, and all of which are subject to change, possibly with retroactive effect.  This summary does not discuss all the tax considerations that may be relevant to Webdigs stockholders in light of their particular circumstances, nor does it address the consequences to Webdigs stockholders subject to special treatment under the U.S. federal income-tax laws (such as non-U.S. persons, insurance companies, dealers or brokers in securities or currencies, tax-exempt organizations, financial institutions, mutual funds, pass-through entities and investors in such entities, holders who hold their shares as a hedge or as part of a hedging, straddle, conversion, integrated investment or other risk-reduction transaction or who are subject to alternative minimum tax or holders who acquired their shares upon the exercise of employee stock options or otherwise as compensation). In addition, this summary does not address the U.S. federal income-tax consequences to those Webdigs stockholders who do not hold their Webdigs common stock as a capital asset.  Finally, this summary does not address any state, local or foreign tax consequences.

WEBDIGS STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE SPIN-OFF TO THEM.

Stockholders could be subject to significant U.S. federal income-tax liability.

Taxation of Stockholders

When Webdigs distributes the stock of IggysHouse to stockholders of record as of March 22, 2011, in proportion to their Webdigs shares, the fair market value of the stock will be taxable to the stockholders as a dividend, except as otherwise stated in the following section entitled “Effect of Webdigs Earnings and Profits on Taxation of Dividend.”  Dividends are currently taxed under federal income-tax law.  This taxable result would occur because Webdigs and IggysHouse do not meet the conditions for a tax-free spin-off of the IggysHouse stock.

If the distribution of IggysHouse is taxable as a dividend, each of the stockholders receiving IggysHouse stock would have tax basis in that stock in an amount equal to the taxable dividend.  As a result, any later sale of IggysHouse stock would be taxable only to the extent its selling price exceeds that basis.  Also, the holding period of IggysHouse shares received by a Webdigs stockholder, solely for income-tax purposes, will not include any period during which the shareholder held Webdigs shares.  Nevertheless, the IggysHouse stock dividend would not affect the tax basis of the stockholders in their Webdigs stock, unless the following section entitled “Effect of Webdigs Earnings and Profits on Taxation of Dividend” applies.  If the distribution of IggysHouse is taxable as a dividend, each of the stockholders receiving IggysHouse stock should receive a Treasury Form 1099-DIV reporting the amount, if any, of the taxable dividend.

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Effect of Webdigs Earnings and Profits on Taxation of Dividend

The taxable dividend results described above will occur only to the extent, if any, that Webdigs has an amount of earnings and profits (either accumulated or for the current year) that exceeds the value of its non-cash assets transferred to IggysHouse, net of the liabilities assumed by IggysHouse.  To the extent, if any, that the aggregate fair market value of the distributed IggysHouse stock exceeds those earnings and profits, if any, the excess amount:  (a) would not be a dividend, (b) would be tax-free to the receiving stockholders (except as stated in the following sentence with respect to taxable gain), and (c) would reduce the receiving stockholders’ tax basis in their Webdigs stock.  Notwithstanding the preceding sentence (and clause (b) in particular), to the extent, if any, that the fair market value of IggysHouse stock received by a stockholder exceeds the tax basis of the stockholder’s Webdigs stock, that excess would be a taxable capital gain to the stockholder.  If the distribution of IggysHouse stock is not a dividend, the stockholder’s basis in that stock would be zero, plus the amount of any capital gain recognized under the preceding sentence.

Taxation of Webdigs on Distribution of IggysHouse Stock

Webdigs would be taxed on the distribution of IggysHouse stock to the stockholders, to the extent, if any, that the fair market value of the stock exceeds Webdigs tax basis in the stock.  That basis would be equal to Webdigs’ tax basis in the net assets contributed to IggysHouse.

Each Webdigs stockholder is required to retain permanent records relating to the amount, basis and fair market value of our stock that they receive and to make those records available to the IRS on request.

THE FOREGOING IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME-TAX CONSEQUENCES OF THE SPIN-OFF UNDER CURRENT LAW.  THE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME-TAX CONSEQUENCES OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF STOCKHOLDERS.  EACH WEBDIGS STOCKHOLDER SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE SPIN-OFF TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to Webdigs stockholders who will receive shares of IggysHouse common stock in the spin-off.  It is not to be construed as an inducement or encouragement to buy or sell any of our securities or any Webdigs securities.  We believe that the information contained in this information statement is accurate as of the date set forth on the front cover.  Changes may occur after that date and neither Webdigs nor we undertake any obligation to update the information, except to the extent applicable securities laws require us to do so.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

General

Our business, which attempts to combine the power of the Internet with participating licensed real estate brokerages in order to provide a real estate selling experience at a flat fee in exchange for an MLS listing only, remains in its development stage.  We launched our service only one year ago, in January 2010, amidst a very difficult housing market.  Although we are not satisfied with the financial results obtained thus far, we are comfortable with the progress we have made in introducing our service to customers in 16 states.  We continue to believe, however, that the market penetration of seller-controlled flat-fee real estate services (and broker rebates to buyers) will grow in years ahead.  IggysHouse aspires to be a national leader in this segment of the residential real estate services market.

With much optimism, we relaunched IggysHouse in January 2010 as the “pay as you go” real estate service for sellers who want to have their home listed on a local real estate MLS for a flat monthly fee.  Our confidence caused us to invest significantly in our IggysHouse business.  In the first half of fiscal 2010, we spent over $13,000 on advertising our business through “adwords” on the Internet, invested an additional $50,000 in improving our website and database software, and contracted with a third-party provider of website hosting services to host our website and guarantee uninterrupted 24-hour 7-day-per-week access to our site at a cost of $2,556 per month.  Nevertheless, in the first seven months of operation, from January 2010 through July 2010, IggysHouse generated only $2,026 in total revenue.

As a result of this performance, we took a $1,251,455 impairment charge in July 2010 to adjust our intangible assets to fair market value as defined by Generally Accepted Accounting Principles (GAAP).  We determined that the net realizable value of our assets as of July 31, 2010 was $100,000, which sum was attributable entirely to the Iggyshouse.com website technology.  The impairment charge does not diminish in any way the expectations we have for our IggysHouse business model.  We believe that United States consumers are generally more cost conscious, Internet savvy, and self-reliant than at any time in history.  In our opinion, our service offering should be intuitively appealing to cost conscious, Internet savvy, and self-reliant consumers.  We are determined to reach a portion of these consumers—enough of them to first attain transactional volume sufficient to approach operational sustainability, and profitability thereafter.

In addition, it is apparent from our operating results to date that we will require additional financing to continue operations beyond the current fiscal year ending October 31, 2011.

Significant Trends and Uncertainties

Our fourth quarter results for the year ended October 31, 2010 included net sales growth of 93% in the three months ended October 31, 2010 ($3,920) as compared to the first seven months of fiscal year 2010 ($2,026).  We view this trend optimistically, but cannot be certain that it will continue.    We continued with a relatively strong first quarter of fiscal 2011 with sales of $2,052 for the three month period ended January 31, 2011.   This three month period is our softest quarter for revenues due the seasonality factor of real estate.  For this reason, we are satisfied with our current quarter sales of $2,052, which were achieved with no advertising.

Although we expect the transactional volume of our business to grow over time, the timing of that growth, if any, remains highly uncertain.  In this regard, data provided by the Northstar MLS, the Twin Cities multiple listing service, indicates that the overall number of real estate closings in the Minneapolis-St. Paul region, our largest market, dropped by over 17% during the 12 months ended December 31, 2010.   On a national level, the National Association of Realtors reports that overall sales of existing homes dropped by 2.9% nationally for the same 12 month period..  We have had limited funds with which to promote our brand in recent months and look forward to trying to raise capital to help us reach more of the consumers who could benefit from our services.  Our current IggysHouse.com business has been structured so that our cash break-even sales level can be below $15,000 per month.  We believe that revenue from the current 19 states in which we operate will enable us to reach this monthly break-even point before the end of our current fiscal year ended October 31, 2011.  However, we will most likely need to find an additional $30,000 in funding to support our operations until October 31, 2011.

Results of Operation

The following information should be read in conjunction with the audited financial statements and notes thereto appearing elsewhere in this information statement.

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For the Fiscal Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

	2010			2009			Change 2010 vs. 2009
Net revenues	$	5,946		$	-			-
Selling, general and administrative expenses		158,865			53,313			198	%
Amortization		606,032			44,336			1,267	%
Impairment charge against intangible assets		1,251,455			-			-
Operating loss		(2,010,406	)		(97,649	)		1,959	%
Interest expense		(4,778	)		-			-
Total identifiable assets		105,147			1,949,697			-95	%
Capital expenditures		21,761			1,997,710			-99	%

Net revenues for the year ended October 31, 2010 totaled $5,946.  As we launched our Iggyshouse.com brand in January 2010, there were no revenues for the period from inception (June 12, 2009) to December 31, 2009.  In total, 68 customers registered with our “pay as you go site” for the fiscal year ended October 31, 2010, and 47 of these 68 customers were obtained during the fourth quarter of such fiscal year (August 1 through October 31, 2010).  Revenues have been generated in 12 of the 19 states in which we have participating brokerages since our January 2010 launch.  We believe an updated and streamlined consumer interface for our Internet website, which we launched in August 2010, significantly helped boost fourth quarter sales and should continue to provide us growth in the months ahead.

 

Selling expenses consist primarily of advertising, website maintenance and hosting costs, selling-related compensation expense, depreciation expense, and other general selling expenses, all of which aggregated to $111,215 for fiscal 2010 compared to $41,468 for the period from inception (June 12, 2009) to October 31, 2009, a 168% increase.  The main reason for the significant year-over-year increase is due to the fact that we did not launch our Iggyshouse.com website until January 2010.  To support the launch of our Iggyshouse.com business to the public, we incurred significant expenses in website maintenance and hosting of $47,461 for the year ended October 31, 2010.  During the previous period from June 12, 2009 (inception) to October 31, 2009, these expenses totaled only $9,353.  The other significant selling expenses for the year ended October 31, 2010 were sales compensation of $32,212 and advertising of $13,095.  We spent only $19,622 for compensation and $204 for advertising and promotion for the period from June 12, 2009 (inception) to October 31, 2009.  In addition, depreciation expense increased by $5,147 to $8,824 for the year ended October 31, 2010 from $3,677 for the period from inception (June 12, 2009) to October 31, 2009.

We incurred total general and administrative expenses for fiscal 2010 of $47,650 compared to $11,845 for the period from June 12, 2009 (inception) to October 31, 2009, a 302% year-to-year increase.  Since we are focusing our efforts solely on building our business and all administrative support services have been provided from our parent, Webdigs, Inc., the biggest general and administrative expense is an expense allocation from our parent corporation of $41,906 for the year ended October 31, 2010, compared to $8,027 for the period from inception (June 12, 2009) to October 31, 2009.  Administrative services for which we receive an allocation from the parent include executive management, finance, accounting, insurance, occupancy costs, telephone, and office supplies.

Amortization expense from continuing operations was $606,032 for the year ended October 31, 2010 compared to $44,336 for the period from June 12, 2009 (inception) to October 31, 2009.  Amortization expense increased due primarily to the fact that we placed into service during January 2010 all of the different intangible assets acquired from Iggys House, Inc. in June 2009.

As noted above, due to slow sales and difficulties in starting the new IggysHouse.com revenue model in January 2010, we took a $1,251,455 impairment charge during the year ended October 31, 2010 relating to the intangible assets we acquired by purchase in June 2009 from Iggys House, Inc.

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For the year ended October 31, 2010, we recorded interest expense of $4,778 compared to zero for the period from June 12, 2009 (inception) to October 31, 2009.  All of the interest relates to a loan from our parent corporation.

For the Three Month Periods Ended January 31, 2011 and 2010

	Three Months Ended
	January 31, 2011			January 31, 2010			Change 2011 vs. 2010
Net revenues	$	2,052		$	-			-
Selling, general and administrative expenses		19,139			36,775			-48	%
Amortization		35,293			105,577			-67	%
Operating loss		(52,380	)		(142,352	)		-63	%
Interest expense		(1,500	)		-			-

Net revenues for the three month period ended January 31, 2011 totaled $2,052.  As we didn’t launch our Iggyshouse.com website brand until January 7, 2010, and our business model at that time offered a free 30 day no obligation trial period, there were no revenues for the three month period ended January 31, 2010.  In total, 17 customers registered with our “pay as you go site” for the three month period ended January 31, 2011 despite very limited advertising.    We remain convinced that the consumer interface for our Internet website helps consumers quickly understand the value advantage of  using Iggyshouse.com to sell their homes compared to other limited service real estate brokerages.  As we seek to fund additional advertising in the months ahead, we believe the usability of our website will differentiate us from our competitors.

Selling expenses consist primarily of advertising, website maintenance and hosting costs, selling-related compensation expense, depreciation expense, and other general selling expenses, all of which aggregated to $6,666 for the three month period ended January 31, 2011 compared to $27,153 for the three month period ended January 31, 2010, a very significant 75% decrease.   We spent $6,472 in advertising expense and $8,753 in fixed compensation for the three months ended January 31, 2010.   In the current fiscal year (three month period ended January 31, 2011), we spent only $21 on advertising and $3,750 on fixed compensation.  The other significant decrease in selling costs for the current period ended January 31, 2011 was a cut in web hosting cuts from $6,056 for the three month period ended January 31, 2010 to $129 for the three months ended January 31, 2011.   We are prepared to increase these expenses as website volume increases but for now, we are limiting expenses to only those required to support current activity.  We do not have any plans to increase fixed compensation until our revenue grows significantly or until we raise sufficient capital to fund short term loss generating activities with an overall goal of accelerating revenue growth.

 

We incurred total general and administrative expenses of $12,473 for the three month period ended January 31, 2011 compared to $9,622 for the three month period ended January 31, 2010, a 30% year-to-year increase.   As mentioned above, we do not employ any full-time staff in our administrative department and have no plans to do so until our revenues increase to a point where it becomes financially justifiable to do so.   The biggest element in general and administrative expenses is a bill for administrative support from our parent company, Webdigs, Inc.  The administrative services they provide include executive management, finance, accounting, insurance, occupancy costs, telephone, rent, and office supplies.    For the three months ended January 31, 2011, these administrative costs totaled $6,846.  For the prior year three month period ended January 31, 2010, these costs totaled $8,318.   The fact that the G&A allocation has dropped by $1,472 is due to the fact that Iggyshouse.com is benefitting from the overall cost control efforts of its parent company, Webdigs, Inc.  More than offsetting the decrease in administrative charges coming from Webdigs, Inc. were $5,000 in audit fees incurred in the three month period ended January 31, 2011 for the Form 10 filing we have prepared.

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Amortization expense for intangible assets was $35,293 for the period ended January 31, 2011 compared to $105,577 for the same period in 2010.    Amortization expense decreased due to the significant impairment charge we took in July 2010.  The impairment significantly lowered our intangible asset base.   As a result, amortization expense will be substantially lower on a period versus period basis for our second and third quarters of the current fiscal year.

For the period ended January 31, 2011, we recorded interest expense of $1,500 compared to zero for the period ended January 31, 2010.  All of the interest relates to a loan from our parent Webdigs, Inc.

Assets and Employees; Research and Development

We do not anticipate purchasing any significant equipment or other assets in the near term nor do we anticipate significant staffing changes at our corporate office.  As stated previously, we are looking to continue to expand the reach of our business model beyond the 19 states we currently serve.

Liquidity and Capital Resources; Anticipated Financing Needs

Fiscal Year Ended October 31, 2010 and the Period from Inception (June 12, 2009) to October 31, 2009

For the year ended October 31, 2010, we incurred a net loss of $2,015,184.  These losses funded cash expenses such as marketing and advertising, website improvements and hosting, and sales compensation costs in addition to the very significant non-cash amortization ($606,032) and asset impairment charges ($1,251,455) as discussed above.  For the period from June 12, 2009 (inception) to October 31, 2009, our net loss was $97,649.

Of the $2,015,184 operating loss for the year ended October 31, 2010, $1,866,311 were non-cash depreciation, amortization, and impairment costs.  So, despite the loss of more than $2 million, cash flow from operations only used $130,004, an increase of $96,418 from the $33,586 used during the period from inception (June 12, 2009) to October 31, 2009.  Non-cash items included in the $97,649 operating loss for the period from June 12, 2009 (inception) to October 31, 2009 totaled only $48,013.

Cash outflows from investing activities were $21,761 in the year ended October 31, 2010 compared to $182,025 for the period from June 12, 2009 (inception) to October 31, 2009.  Our only investment in the year ended October 31, 2010 was third party contracted software development for our IggysHouse.com website.  For the period from inception (June 12, 2009) to October 31, 2009, our major investments were payments of $160,005 in connection with the purchase of IggysHouse intangible assets and $22,080 used for web development of the IggysHouse.com website.

Financing activities provided $151,765 and $215,671 for the year ended October 31, 2010 and the period from inception (June 12, 2009) to October 31, 2009, respectively. For the fiscal year ended October 31, 2010, we generated $50,000 in loan proceeds from our parent company.  Our parent also contributed $101,765 in new equity.   In the prior period from June 12, 2009 (inception) to October 31, 2009, we generated $215,671 from equity investment from our parent corporation.

Three Month Periods Ended January 31, 2011 and 2010

For the three month period ended January 31, 2011, we incurred a net loss of $53,880.  About 70% ($37,499 of $53,880) of this loss was attributred to non-cash depreciation ($2,206) and amortization expenses ($35,293).  In addition, an additional $7,280 was due to increases in accounts payable ($5,088), accrued interest ($1,500) and deferred revenue ($692).  For the three months ended January 31, 2010, $107,783 or 76% of the Company’s net loss of $142,352 was funded by non-cash depreciation and amortization.

Cash outflows from investing activities were $21,761 in the three month period ended January 31, 2010.    The 2010 investments were third party software development.   For the current year three month period ended January 31, 2011, we did not fund any investments.

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Financing activities provided $9,101 and $57,835 for the three month periods ended January 31, 2011 and 2010, respectively.  For the three month period ended January 31, 2011, we received $9,101 in advances from our parent for operational needs. In the three month period ended January 31, 2010, we generated $50,000 in loan proceeds from our parent company in addition to a $7,835 increase in the parent company’s equity investment.

Summary

Given our lack of cash, our near term focus in fiscal 2011 continues to be to create positive operating cash flow from our Iggyshouse.com website.  We will strive in the current year to add revenues while holding expenses relatively flat.  We believe that increasing our reach beyond the current 19 states is possible and can be done without the addition of new employees or the significant expenditure of cash.  Finally, our website is hosted for minimal costs by a third party, and will not require significant enhancement during our current fiscal year ending October 31, 2011.

One vendor, to whom we owe approximately $22,000 is seeking a final resolution of this payable through an arbitrator.  We feel prepared to support any cost that this unresolved bill could cost us in the current year.  Other than the loan from our parent, there are no other material liabilities on our balance sheet.

We expect that additional cash will be needed to fund our operations for the remainder of the current fiscal year ending October 31, 2011. If additional funds are raised by the issuance of equity securities, such as through the issuance and exercise of common stock, then our existing stockholders will experience dilution of their ownership interest.  If additional funds are raised by the issuance of debt or other types of (typically preferred) equity instruments, then we may be subject to certain limitations in our operations.  Issuance of such securities may have rights senior to those of the then existing holders of our common stock.  If adequate funds are not available or not available on acceptable terms, we may be unable to fund expansion, develop or enhance products or respond to competitive pressures.

In addition to seeking short term financing, we are engaged in seeking additional financing to provide a funding base for growth beyond the current fiscal year.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures.  We evaluate these estimates on an on-going basis.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  Our significant estimates are determining some of the inputs for our stock option fair value calculation and assessing the valuation allowance for income taxes.

We consider the following accounting policies to be those most important to the portrayal of our results of operations and financial condition:

Revenue Recognition.  Real estate lead generation revenues are recognized proportionally over the time period covered by the listing contract agreed to through the websites of our affiliated brokerage partners.  In most cases, our customers register for a three or six month MLS listing agreement.  Revenues are then prorated over the three- or six-month contract period.

Income Taxes.  We account 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.  We have recorded a full valuation allowance for its net deferred tax assets as of October 31, 2010 and 2009 because realization of those assets is not reasonably assured.

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Intangible Assets.  Intangible assets are stated at cost.  They are comprised of website software, a customer list and a non-compete agreement all acquired in the Iggys asset acquisition on June 12, 2009.   All of these intangible assets are being amortized on the straight-line method over a 3-year life.  As of October 31, 2010, the Company’s website software, which is not currently being utilized, is held at a written down estimated fair value of $100,000 with no monthly amortization.  (See Impairment of Long-Lived Assets)

Computer Equipment.  Computer equipment is recorded at cost.  Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized.  When items of property or equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income (loss).

Depreciation is provided on the straight-line method over the estimated useful lives of the respective assets as follows:

Computer equipment 2 to 5 years

Impairment of Long-Lived Assets.  We account for the impairment or disposal of certain long-lived assets, such as website-development costs, customer lists, non-compete agreements, website domain names, contractual agreements, furniture and equipment by reviewing 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 estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

We assessed impairment of our long-lived assets as of July 31, 2010, and determined that an impairment charge was required.  In our reassessment as of October 31, 2010, we determined that there was no additional impairment charge required.  We will retest for impairment again on October 31, 2011, or sooner if circumstances change.

Recently Issued Accounting Pronouncements.  In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820).  ASU 2010-06 provides additional disclosure requirements related to fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Disclosure requirements applicable to Level 3 transactions are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years, with early adoption permitted.  The portion of ASU 2010-06 that was effective beginning after December 15, 2009 did not have a material effect on our financial position, results of operations or cash flows. Additionally, we do not anticipate that the disclosure requirements applicable to Level 3 transactions that are effective for fiscal years beginning after December 15, 2010 will have a material effect on our financial position, results of operations or cash flows.

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Seasonality of Business

The residential real estate market has traditionally experienced seasonality, with a peak in the spring and summer seasons and a decrease in activity during the fall and winter seasons.  We expect revenues in each quarter to be significantly affected by the overall seasonality of each market in which we operate.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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MANAGEMENT

The following table sets forth the name and position of each of our current directors and executive officers.  Each director has been a director of IggysHouse since their appointment on March 11, 2011.

Name	Age	Positions	Independent Director
Edward Wicker	51	Director (Chairman), Chief Executive Officer and Chief Financial Officer	No
Daniel Ashbach	59	Director	Yes
Brock Malky	40	Director	Yes

Biographies for the members of our board of directors and our management team are set forth below:

Edward Wicker-- Mr.Wicker has served as the Chief Financial Officer of Webdigs since September 2007 and was appointed as a director of Webdigs on July 13, 2010.  Mr. Wicker provides a combination of large and small company finance experience.  Most recently, Mr. Wicker has served as Chief Financial Officer of several start-up companies in the Twin Cities, including Talor Building Systems (2005-2007), Michelina’s Inc. (2002), and Wireless Ronin Technologies (2001-2002).  Mr. Wicker also founded KMR Designs in 2002, which was a niche supplier of ultra high performance custom winter accessories supplying people who worked and played outdoors for long periods at below-zero temperatures.  Prior to these positions, Mr. Wicker had a long career at personal care products maker Coty, Inc., where he served in several senior finance executive positions.  His final ten years with Coty were spent in Europe, where he served as VP of Finance at Spanish and UK subsidiaries, as well as controller of Coty’s global operations division.  Prior to Europe, Mr. Wicker served as finance director of Coty’s then sister company—Reckitt Benckiser, US Consumer Products Division.  Prior to working at Reckitt, he began his career at Ecolab, where he worked in internal audit and financial analyst positions.  Mr. Wicker was asked to serve on our Board of Directors primarily due to his intimate knowledge of the IggysHouse Business.  Mr. Wicker holds undergraduate and MBA degrees from the University of Minnesota’s Carlson School of Management.  Mr. Wicker is a CPA.

Daniel Ashbach -- Mr. Ashbach brings a wealth of experience in finance having worked in the banking industry for 17 years at the Ashbach family-owned Roseville Bank and then First Wisconsin Bank, which was later sold to US Bank.  Mr. Ashbach has been a commercial pilot for over 32 years. He began his career at North Central Airlines which became Republic Airlines in 1979 and then Northwest Airlines in 1988. From 2000 to 2008, he captained the Airbus A320 for Northwest.  In 2008, Northwest was acquired by Delta Airlines where Mr. Ashbach became and is currently an Airbus A330 Captain.  Mr. Ashbach was asked to serve on the Board of Directors of IggysHouse due to exceptional leadership qualities.  In 1998, Mr. Ashbach co-founded North Star Processing, LLC, a food and pharmaceutical ingredient manufacturer in Litchfield, MN. He has served on the Board of Directors of that company since 1998. Since 1994, he has been President of Elbow Lake Investors, Inc. which owns Elbow Lake Lodge in Cook, MN.

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Brock Malky -- Mr. Malky founded and has served as President and Chief Executive Officer of Insight Capital Consultants Corporation since 2001, providing strategic management planning, capital formation, and investor relations consulting services for both public and private companies.   He was instrumental in bringing several privately held companies public with simultaneous re-capitalizations ranging from $500,000 to $15,000,000. Mr. Malky has  20 years experience in the capital markets and has held various investment advisory positions with Prudential Securities, Gruntal & Company and First Union Securities as Senior Vice President of Investments.  Mr. Malky was asked to serve on the Board of Directors of IggysHouse primarily because of knowledge of capital markets and expertise in raising capital.  Mr. Malky received his B.A. in Economics from Boston University.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Two of the members of the board of directors are independent—Messrs. Daniel Ashbach and Brock Malky, neither having sizable ownership in IggysHouse and neither having been an employee of Webdigs or an employee of IggysHouse.  The Chairman of our board of directors, Mr. Edward Wicker, is not independent because of the fact that he is also our Chief Executive Officer and Chief Financial Officer.  Mr. Wicker will not participate in board discussions, deliberations or decisions regarding Mr. Wicker’s compensation.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Transactions with Related Persons

Our board of directors has adopted a related-party transaction policy whereby any proposed transaction between us and any senior officer or director, any stockholder owning in excess of 5% of our (or our controlled affiliates’) stock, immediate family member of a senior officer or director, or an entity that is substantially owned or controlled by one of these individuals, must be approved by a majority of the disinterested members of the board of directors.  The only exceptions to this policy are for transactions that are available to all our employees generally or involve less than $25,000.

Similarly, if a significant opportunity is presented to any of our senior officers or directors, such officer or director must first present the opportunity to the board of directors for consideration.

At each regularly scheduled meeting of the board of directors, the board meets with our management to discuss any proposed related-party transactions.  A majority of disinterested members of the board must approve a transaction for us to enter into it.  If approved, management will update the board with any material changes to the approved transaction at its regularly scheduled meetings.

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EXECUTIVE COMPENSATION

Executive Compensation and Employment Agreements

We do not currently have an employment agreement with Edward Wicker—our Chairman, Chief Executive Officer and Chief Financial Officer.  Neither are we a party to any other kind of services or restrictive agreement with Mr. Wicker.  Presently, our compensation arrangement with Mr. Wicker provides for us to pay Mr. Wicker an annualized salary of $12,000 for the year ended October 31, 2011.  Salary will begin to accrue on the distribution date.

Currently, we do not offer any executive bonus or incentive compensation plan and there are no plans to put one in place for fiscal year 2011.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards for the executives as of October 31, 2010, nor are there any outstanding equity awards for the executives as of April 25, 2011.

Director Compensation

We have no firm director compensation plan but as time  passes, we  anticipate granting each director some kind of equity grant for each year they continue to serve on the board, but the amount of such grant has not yet been determined. In addition, each director will be reimbursed for travel and incidental expenses incurred in connection with attending board meetings.

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this information statement, all of the outstanding shares of IggysHouse common stock are owned by Webdigs.  In connection with the spin-off, Webdigs will distribute to its stockholders all of the outstanding shares of IggysHouse common stock and will immediately thereafter own none of our common stock.

The following table provides information with respect to the expected beneficial ownership of IggysHouse common stock immediately after the spin-off by (1) each of our stockholders who we believe would be a beneficial owner of more than 5% of our outstanding common stock based on currently available information, (2) each member of our board of directors, (3) each executive officer and (4) all of our executive officers and directors as a group.  We based the share amounts on each person’s beneficial ownership of Webdigs common stock as of April 25, 2011, unless we indicate some other basis for the share amounts, and assuming a distribution ratio of one share of our common stock for every five shares of Webdigs common stock.  As of such date, there were 73,035,119 shares of Webdigs common stock outstanding, which would result in approximately 14,607,067 shares of IggysHouse common stock outstanding after the distribution date.  To the extent our directors and executive officers own Webdigs common stock at the time of the spin-off, they will participate in the distribution on the same terms as other holders of Webdigs common stock.  Except as otherwise noted in the footnotes below, each person or entity identified below has sole voting and investment power with respect to such securities.  As used in this information statement, “beneficial ownership” means that a person has, or may have within 60 days, the sole or shared power to vote or direct the voting of a security and/or the sole or shared investment power with respect to a security (i.e., the power to dispose or direct the disposition of a security).  Using this definition, a person may be deemed to be the beneficial owner of shares not presently outstanding but that may be issued within the next 60 days (e.g., shares issuable upon exercise of options, warrants or conversion rights) and so, as a result, the number of shares reflected in the table may exceed the number of shares outstanding as of the applicable date.

Except as otherwise indicated, the address of each stockholder is 3433 Broadway Street NE, Minneapolis, MN 55413.

Beneficial Owner – Name and Address	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Robert A. Buntz, Jr. (1)		7,218,078		49.4	%
Edward Wicker (2)		2,198,807		15.1	%
Daniel Ashbach (3)		40,000		*
Brock Malky (4)		20,000		*
Directors, officers and significant shareholders as a group (5)		9,476,885		64.9	%

* less than one percent.

(1) Mr. Buntz is the Chairman and Chief Executive Officer of Webdigs, Inc.

(2) Mr. Wicker is the Company’s Chairman (a director), Chief Executive and Chief Financial Officer.

 3) Mr. Ashbach is a non-employee director of the Company.

(4) Mr. Malky is a non-employee director of the Company.

(5) Includes Messrs. Buntz, Wicker, Ashbach and Malky.

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DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of information concerning our capital stock.  The summary below does not purport to be complete statements of the relevant provisions of our certificate of incorporation or of our bylaws.  The summary is qualified in its entirety by reference to these documents, which you must read for complete information on our capital stock.  Our certificate of incorporation and bylaws are included as exhibits to our registration statement on Form 10.

Authorized Capital Stock

Immediately following the distribution, our authorized capital stock will consist of up to 210,000,000 shares of capital stock, par value $0.001 per share, and 40,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

As of March 11, 2011, Webdigs had approximately 292 stockholders of record, each of which would become a shareholder of IggysHouse upon the spin-off if such stockholder continued to hold its Webdigs shares of common stock through the ex-dividend date for the spin-off distribution.  As of April 25, 2011, Webdigs had issued and outstanding 73,035,119 shares of common stock, which would result in our having approximately 14,607,067 shares of common stock outstanding based on a distribution ratio of one share of our common stock for every five shares of Webdigs common stock held on the record date.

Holders of common stock are entitled to one vote per share for the election of directors and all other matters submitted to a vote of our stockholders.  Subject to the rights of any holders of preferred stock that may be issued in the future, the holders of common stock are entitled to share ratably in such dividends as may be declared by our board of directors out of funds legally available therefor.  In the event of our dissolution, liquidation or winding up, holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities and liquidation preferences of any preferred stock.  Holders of common stock have no preemptive, subscription, redemption, conversion rights or similar rights.  Our certificate of incorporation does not provide for cumulative voting rights with respect to the election of directors.  All outstanding common stock issued in the distribution will be fully paid and non-assessable.

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Preferred Stock

Under the terms of our certificate of incorporation, our board of directors will be authorized, subject to limitations prescribed by the Delaware General Corporation Law, or the “DGCL,” and by our certificate of incorporation, to issue preferred stock in one or more series without stockholder approval.  Our board will have the discretion, subject to limitations prescribed by the DGCL and by our certificate of incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

Anti-Takeover Effects of our Certificate of Incorporation and Bylaws and Delaware Law

Provisions of our certificate of incorporation and bylaws and of Delaware law could make the following more difficult:

· an acquisition of us by means of a tender offer

· an acquisition of us by means of a proxy contest or otherwise, or

· a removal of our incumbent officers and directors.

These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids.  These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.  We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of the proposals could result in an improvement of their terms.

Exclusive Right to Fix Size of Board of Directors and to Fill Vacancies

Our certificate of incorporation and bylaws provide that the number of directors comprising our board shall initially be three.  Newly created directorships resulting from any increase in our authorized number of directors and any vacancies in directorships resulting from death, resignation, retirement, disqualification, removal or other cause will be filled by a majority of our board of directors then in office.

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Requirements for Advance Notification of Stockholder Nominations and Proposals

Our bylaws have advance notice procedures with respect to stockholder proposals and nominations of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board.  The business to be conducted at a meeting will be limited to business properly brought before the meeting by or at the direction of our board of directors or a duly authorized committee thereof or by a stockholder of record who has given timely written notice to our secretary of that stockholder’s intention to bring such business before such meeting.

Delaware Anti-takeover Law

Upon the distribution, IggysHouse will be governed by Section 203 of the DGCL.  Subject to certain exceptions, Section 203 prohibits a Delaware corporation from engaging in any business combination with any “interested stockholder” for a period of three years following the time that such stockholder became an interested stockholder, unless:

· prior to such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an “interested stockholder”

· upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding specified shares, or

· at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholders.  The stockholders cannot authorize the business combination by written consent.

The application of Section 203 may limit the ability of stockholders to approve a transaction that they may deem to be in their best interests.  In general, Section 203 defines the term “business combination” to include:

· any merger or consolidation involving the corporation and the interested stockholder

· any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation to or with the interested stockholder

· subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any of its stock to the interested stockholder

· any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder, or

· the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

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In general, Section 203 defines an “interested stockholder” as any person that is:

· the owner of 15% or more of the outstanding voting stock of the corporation

· an affiliate or associate of the corporation who was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the relevant date, or

· the affiliates and associates of the above.

Under specific circumstances, Section 203 makes it more difficult for an “interested stockholder” to effect various business combinations with a corporation for a three-year period, although the stockholders may, by adopting an amendment to the corporation’s certificate of incorporation or bylaws, elect not to be governed by this section, effective 12 months after adoption.

Our certificate of incorporation and bylaws do not exclude us from the restrictions imposed under Section 203.  We anticipate that the provisions of Section 203 might encourage companies interested in acquiring us to negotiate in advance with our board of directors since the stockholder-approval requirement would be avoided if a majority of the directors then in office approve either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder.

No Cumulative Voting

Our amended and restated certificate of incorporation and bylaws do not provide for cumulative voting in the election of directors.

Undesignated Preferred Stock

The authorization in our certificate of incorporation of undesignated preferred stock makes it possible for our board of directors to issue shares of our preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us.  The provisions in our certificate of incorporation authorizing such preferred stock may have the effect of deferring hostile takeovers or delaying changes of control of our management.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the DGCL authorizes a court to award, or a corporation’s board to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933.  Our certificate of incorporation and bylaws generally provide for indemnification of our officers and directors to the maximum extent permitted by Delaware law.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form 10 under the Exchange Act for the common stock to be issued to you in the distribution.  This information statement, filed as an exhibit to the registration statement and incorporated therein by reference, omits certain information contained in the registration statement and the other exhibits and schedules thereto, to which reference is hereby made.  Statements contained herein concerning the provisions of any documents filed as exhibits to the registration statement are not necessarily complete, and are qualified by reference to the copy of such document.  The registration statement, including exhibits and schedules filed therewith, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549.  Copies of such materials may be obtained at prescribed rates by writing to the SEC.  You may obtain information regarding the operation of the public reference room by calling 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

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