8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2014

Apptigo International, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-186330	99-0382426
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

61 Venetian Way

Suite 33B

Miami Beach, FL 33133

(Address of principal executive offices)

Balius Corp.

38 Sea View Park

Cliffoney, Co. Sligo, Ireland

(Former Name and Address of

principal executive offices)

Registrant’s telephone number, including area code: (844)-277-8446

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K is being filed in connection with a transaction consummated by the Registrant, and certain related events and actions taken by the Registrant. This Current Report on Form 8-K includes the following items on Form 8-K:

Item 1.01.	Entry into a Material Definitive Agreement
Item 2.01.	Completion of Acquisition or Disposition of Assets
Item 3.02.	Unregistered Sales of Equity Securities
Item 5.01.	Changes in Control of Registrant
Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07	Submission of Matters to a Vote of Security Holders.
Item 9.01.	Financial Statements and Exhibits

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Item 1.01. Entry into a Material Definitive Agreement.

The disclosures set forth in Item 2.01 to this Current Report on Form 8-K are incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 14, 2014, Balius Corp., a Nevada corporation (the “Company,” “we”, “our” or “us”), entered into an a reverse acquisition transaction (the “Transaction”) with Apptigo Inc., a Nevada corporation incorporated on October 31, 2012 (“Apptigo”) and its shareholders, pursuant to an Agreement and Plan of Reorganization Agreement, dated April 14, 2014 (the “Agreement”) by and between the Company, its principal shareholder, Apptigo, and its shareholders. Under the terms of the Agreement the shareholders of Apptigo agreed to exchange all of the outstanding common and preferred shares of Apptigo for common and preferred shares of the Company. The closing of the Transaction (the “Closing”) was completed effective April 15, 2014 (the “Closing Date”).

At Closing, the Company agreed to issue 2,450,000 shares of common stock, par value $0.001 per share (the “Common Stock”), each to David Steinberg and Casey Cordes, the sole common shareholders of Apptigo, and 145,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Shares”) to The Vantage Group Ltd., the sole preferred shareholder of Apptigo. The Company also sold 800,000 shares of Common Stock to two accredited investors for $400,000. As a result of the consummation of the actions contemplated by the Agreement, Apptigo became the Company’s wholly-owned subsidiary and the Company became Apptigo’s parent. Pursuant to the Closing, Vitaliy Gladky, a principal shareholder of the Company, agreed to cancel 10,000,000 shares of Common Stock owned by him. As a result of the Closing, the Company will have 8,250,000 shares of Common Stock outstanding and 145,000 Series A Preferred Shares outstanding, which preferred shares are convertible into 4,550,000 common shares.

In connection with the Transaction, the Company filed Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) to change its name to “Apptigo International, Inc.,” increase the number of authorized common shares, authorize preferred shares, and approved a 3.5-for-one forward split of the outstanding shares, including the shares issued at Closing. The forward stock split will be effective at close of business on April 28, 2014, or on such other date that FINRA approves the split. The number of shares designated in this Report does not give effect to the forward split. Also at Closing the Company filed a Certificate of Designations, Preferences and Rights for Series A Convertible Preferred Stock (the “Certificate of Designations”).

Also in connection with the Closing, Vitaliy Gladky, the sole officer and director of the Company prior to Closing of the Transaction, resigned in favor of David Steinberg and Casey Cordes, the sole officers and directors of Apptigo, who were appointed as directors and officers of the Company.

A copy of the Agreement is attached to this Current Report on Form 8-K as Exhibit 2.1. Copies of the Amended and Restated Articles and the Certificate of Designations are attached to this Current Report as Exhibits 3.1 and 3.2, respectively.

FORM 10 DISCLOSURES

As disclosed elsewhere in this Current Report on Form 8-K, effective April 15, 2014, we acquired Apptigo upon consummation of the Transaction. Item 2.01(f) of Form 8-K provides that if a registrant was a “shell company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as we were immediately preceding the Transaction, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act (“Form 10”).

Accordingly, set forth below is the information that would be included in Form 10. Please note that the information provided below relates to the combined company subsequent to the Transaction, except that information relating to periods before the Closing Date relates only to the Company, unless otherwise specifically indicated.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the Form 10 disclosures, contain “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements are based on our management's expectations and assumptions about future events as of the date of this annual report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements.

* * * * *

Except where the context otherwise requires, the terms, “we,” “us,” “our” or the “Company” refer to the business of Apptigo International, Inc. and its consolidated subsidiary, Apptigo Inc. “Apptigo” refers to Apptigo Inc., our wholly-owned subsidiary. Apptigo is our sole operating subsidiary and commenced its current business operations in 2012. It comprises all of our operations as of the date of this Current Report on Form 8-K. Unless otherwise indicated, all references in this report are to U.S. Dollars.

Item 1. Business.

Historical Background

Balius Corp. was incorporated in the State of Nevada on October 23, 2012 and established a fiscal year end of December 31. We were initially a development-stage company formed to commence operations in the equine business.

In connection with the Closing of the Agreement, we ceased our principal business operations, terminated our sole lease, and liquidated our assets associated with these former business operations. Upon completion of the Transaction, we acquired Apptigo (which is now our wholly-owned subsidiary) and became a media company focused on designing, developing and bringing to market mobile applications. Apptigo was incorporated in the State of Nevada on October 31, 2012, and commenced its operations in 2012. In connection with the Closing of the Transaction, the Company filed the Amended and Restated Articles and changed the name of the Company to Apptigo International, Inc. All references to business of the Company after the Closing of the Transaction shall refer to Apptigo International, Inc. and Apptigo Inc., collectively.

Our principal executive offices are located at 61 Venetian Way, Suite 33B, Miami Beach, Florida 33133.

You are advised to read this Current Report on Form 8-K in conjunction with other reports and documents that we file from time to time with the Securities and Exchange Commission (“SEC”). In particular, please read our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K that we may file from time to time. You may obtain copies of these reports from the SEC at the SEC’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. In addition, the SEC maintains information for electronic filers (including us) at its website at www.sec.gov. The public may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

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General

As a result of the Transaction, we are now a media company focused on designing, developing and bringing to market mobile applications. The first application developed by Apptigo is SCORE, which management intends to introduce to market in May 2014. SCORE is an interactive dating game that allows people to determine their compatibility through answering online questions. Users of the application can choose to invite anyone to play by:

· Entering a queue that shows other active players and sending invitations through the queue;

· Using the interactive map that shows pins of all the people who are available to play in a specific geographic region; and

· Inviting friends through email, phone number or social media contact lists.

Management intends to launch SCORE with over 600 questions in 12 different categories. From “True or False” to “Have You Ever...,” the categories are intended to span all areas of interest. Once a play is fully completed, users can generate a percentage-based score derived from how many questions they answered the same way. Moments after receiving this score, users have access to a five second viewing of the other’s profile picture, which then fades to a screen giving them options to chat, play SCORE again, save the SCORE or quit. SCORE has been designed exclusively for use on smart mobile devices, initially utilizing the Apple platform, with future plans to quickly port Score onto Android software.

Management believes that SCORE’s approach to matchmaking is not only novel and capable of creating a social-fueled movement, but will also prove to be fun and effective for users. In general there are three primary paths to monetizing applications: premium model, freemium model and ad network model. They are defined as follows:

· Premium Model – Using an upfront download fee, this is the most straightforward and obvious way to monetize a mobile application.

· Freemium Model - The application is a free download and contains content for purchase inside the application (aka in-app purchases) or an upgrade option to a premium version.

· Ad Networks - The application and all its content can be completely free and still generate revenue through advertising.

Management has decided to market SCORE via a freemium model, providing for the SCORE application to be downloadable by users at no charge through application stores, including Google Play, Apple App Store and iTunes, among others. We intend initially to generate revenues by offering our users in-app purchases of special features and package upgrades. Thereafter, assuming we have succeeded in building notable brand equity and a significant user base, we will then seek corporate event sponsors and/or national advertisers to further enhance our revenue and earnings growth.

Currently, in-app purchases built into the SCORE platform include:

· Categories of Score questions for purchase.

· The ability to purchase the entire app for one flat fee.

· The ability to buy categories in bulk rather than individually.

· The ability in the future to enable a multi-player function.

· The ability in the future to purchase emoticons and gifts to send to others.

Features of the app include:

· Map view of available players

· Chat

· Anonymous play

· Score queue list view of available players

Overall Market

Management believes that data growth is currently being driven by the increased penetration of smartphones, in particular in emerging markets – and by increased data consumption per subscriber due to the faster download speeds and the uptake of data-hungry applications like video made possible by new technology, such as 4G. Management further believes that advancement of network technologies, restructuring of revenue-sharing models, lowering of mobile data usage cost, growing adoption of smartphones and the increase in application usability will give rise to a global industry that it expects will continue to swell. In addition, management anticipates that in-app mobile ad-spend will continue to rise.

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As more people meet online and through dating applications, they are also obliterating the stigma once associated with it. In a study conducted by the Pew Research Internet Project (http://www.pewinternet.org/2013/10/21/online-dating-relationships/), researchers found that one in ten Americans have used an online dating site or mobile dating application themselves; and many people now know someone else who uses online dating or who has found a spouse or long-term partner via online dating. Moreover, 7% of smartphone applications users (representing 3% of all adults) say they currently have a dating application on their mobile phone. In fact, online daters now spend more time on dating applications than they do on the websites themselves. And, by 2018, it is estimated that more than 80% of the population will own a smartphone – up from 46% in 2012.

In 1970, just 28% of American adults were single; today the share is 47%, according to the Census Bureau, which supports an expanding target market for the online dating industry. Management believes that the trend for online dating migrating from desktop and laptop to mobile devices should continue.

Competition

The mobile application industry is characterized by rapidly evolving technology and intense competition. Other companies of various sizes engage in activities similar to ours. Many of our competitors have substantially greater financial and other resources available to them. Although there is a collective 3,900+ online dating sites and mobile applications available to consumers to choose from, management believes the following represent the most series competition to the Company’s product:

Coffee Meets Bagel

Similar to timed shopping sites, this free application sends one match to each user every day at noon. Users can see that person’s picture and profile and have only 24 hours to decide if they want to go on a date with them or not by clicking “yes” or “pass.”

eHarmony Mobile

One of the largest dating sites, eHarmony has provided services in this industry for more than 10 years. Upon downloading the free mobile app, members can complete a relationship questionnaire at no charge, receive a detailed personality profile for free, receive daily matches, send icebreakers, communicate with matches for free during free communication events, and when subscribed, freely communicate with matches. Unlike other dating applications, eHarmony takes into account things like common personality traits, interests, values and beliefs to make its matches.

HowAboutWe

With a similar interface to Twitter, How About We offers users the ability to post statuses such as, “How About We...hook up tonight!” Users can message other How About We users by upgrading to one of How About We’s messaging packages. By doing this, users are able to read messages from other users, ask users “out,” and respond when someone is intrigued. Although its subscription based, How About We lets users remain in charge by choosing the type of date they want to go on.

Match.com Mobile

Launched on the Web in April of 1995, Match.com is one of the largest online dating companies in the world. It is credited for pioneering the online dating industry and now serves 24 countries and territories and hosts Web sites in 15 different languages. Its mobile app, Match.com Mobile, was introduced in 2003 and offers users a profile that can be perused by other users through various search options. Eighty percent of its five million application users are under the age of 35. Searching other users’ profiles is free of charge, however only paying members may email or text each other.

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OKCupid- Blind Dating App

Launched in 2004 and acquired by Match.com for $50 million in 2010, OKCupid’s free mobile application calculates match percentages using a patent pending algorithm that is based on how users respond to questions, such as “how messy are you?” and “have you ever cheated in a relationship?” The application requires that users reveal a few basic details, including first name, age, whether the user prefers men or women, and a profile picture, which the application will scramble. Next, the application prompts the user to create a date. Alternatively, the user can peruse other scrambled profile pictures and date offers from their matches.

PlentyOfFish

Founded in 2003 in Vancouver, PlentyOfFish has over 70 million registered users across the globe and 50,000 new members every day – 70% of its usage takes place solely via its mobile app. While it is free to use, the application offers premium services as part of their upgraded membership, such as seeing when a user profile was viewed, and allowing users to see whether a message has been read and/or deleted.

Skout

Skout is one of the largest online dating platforms with over five million users using the free app. Skout’s “Meet Me” feature allows users to flip through and see who’s nearby and ready to hook up. Users can see who’s checked them out, send messages and send wink bombs. Wink bombs give users the opportunity to reach out to over 500 other members and say, “Hey, what’s up?” Feeling adventurous? Shake your device and Skout will find someone nearby to chat with in 30 seconds or less.

Tinder

Introduced in mid-2012, Tinder uses Facebook profiles to gather users’ basic information and analyzes users’ social graph to match potential candidates that are most likely to be compatible, based on geographical location, number of mutual friends and common interests. Only after two users “like” each other are they free to chat within the app. Users have control over who they want to connect with so that they are not bombarded with messages or approached by people they don’t want to match with. Tinder is anonymous in that it does not post users activity within the application on Facebook or reveal their matches and interactions.

Apptigo believes it is well-positioned to acquire market share and compete with such Apps due to the unique concept of the Score App, the diverse marketing and advertising backgrounds of its principals, Mr. Cordes and Mr. Steinberg, and the timing of entry into the market place, as the shelf life on several of the most popular dating Apps appears to be expiring, or at the very least decreasing in popularity.

Intellectual Property

Apptigo intends to register the following trademarks with the U.S. Patent and Trademark Office:

· SCORE

· SCORE. Everyone wants to… now anybody can

We plan to obtain additional trademarks for future products, proprietary service offerings and themes and slogans used in our marketing activities. Moreover, Apptigo has secured domain names relevant to its business, including www.apptigo.com, www.score.singles and www.everyonewantstoscore.com.

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Marketing and Sales

We intend to focus our social marketing tactics to ensure that SCORE is being ranked high in the application market so that it can be organically discovered; to fuel and optimize opportunities to generate downloads of SCORE; and to effectively target and effectively speak to the broad demographic universe of users that we believe will greatly enjoy the SCORE experience. We intend to create a multi-channel online presence capable of optimizing the viral nature of social marketing to promote the SCORE brand and attract new users. Our plan provides for:

· Target Twitter users.

· Use social video outlets to showcase informative animated video we have created to describe the SCORE experience.

· Create a basic Tumblr or like blog.

· Use Facebook through the creation of a Facebook page where we can actively engage our users and drive downloads of the SCORE app.

· Create engagement mechanisms for our SCORE application to reconnect with consumers and remind them of SCORE’s presence on their device.

· Stage events that will generate national human interest buzz for our product.

We intend to lend ongoing online support to all of our marketing efforts through Google keyword search optimization and banner advertisement placement. And as social media continues to evolve, we intend to adopt emerging new social channels and technologies that demonstrate capabilities to further enhance and extend our efforts in the most cost efficient manner possible.

Government Regulation

As part of our business, we will receive, transmit and store a large volume of personal information and other user data (including credit card data) in connection with the provision of online products and services, transactions with users and customers and advertising on our websites. The sharing, use, disclosure and protection of this information are determined by the respective privacy and data security policy of our business. These policies are, in turn, subject to federal, state and foreign laws and regulations, as well as evolving industry standards and practices, regarding privacy and the storing, sharing, use, disclosure and protection of personal information and user data (for example, various state regulations concerning minimum data security standards, industry self-regulating principles that become standard practice and more stringent contractual protections regarding privacy and data security (and related compliance obligations)).

In addition, if an online service provider fails to comply with its privacy policy, it could become subject to an investigation and proceeding for unfair or deceptive practices brought by the U.S. Federal Trade Commission under the Federal Trade Commission Act (and/or brought by a state attorney general pursuant to a similar state law), as well as a private lawsuit under various U.S. federal and state laws. In general, personal information is increasingly subject to legislation and regulation in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction.

U.S. legislators and regulators may enact new laws and regulations regarding privacy and data security. In February 2012, the White House released a proposed Consumer Privacy Bill of Rights, which is intended to serve as a framework for new privacy legislation. In March 2012, the U.S. Federal Trade Commission released a staff report making recommendations for businesses and policy makers in the area of consumer privacy. Similarly, new privacy laws and regulations at the state level, as well as new laws and directives abroad (particularly in Europe), are being proposed and implemented. For example, new legislation in the state of California that became effective on January 1, 2014 requires companies that collect personal information to disclose how they respond to web browser “Do Not Track” signals. In addition, existing privacy laws that were intended for brick-and-mortar businesses could be interpreted in a manner that would extend their reach to our business.

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Employees

Effective April 15, 2014, following Closing of the Transaction, we employed two full-time employees and two part-time employees. We also engage freelance contract workers on an as-needed basis.

Item 1A. Risk Factors.

As a smaller reporting company, the Company is not required to provide the disclosure pursuant to this item.

Item 2. Financial Information.

The information required by this Item 2 of Form 10 for Balius was previously reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 11, 2014.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Effective April 15, 2014 (the “Closing Date”), Apptigo International, Inc., formerly known as Balius Corp., a Nevada corporation (“the “Company,” “we”, “our” or “us”), consummated its acquisition (the “Transaction”) of all the outstanding shares of common and preferred stock of Apptigo Inc., a Nevada corporation (“Apptigo”), pursuant to an Agreement and Plan of Reorganization, dated April 14, 2014, (the “Agreement”) by, between, and among the Company, its principal shareholder, Apptigo, and its shareholders. Upon completion of the Transaction, the Company acquired Apptigo (which is now our wholly-owned subsidiary) and became a media company focused on designing, developing and marketing mobile applications. Apptigo was incorporated in the State of Nevada on October 31, 2012. All references to the Company after the closing of the Transaction shall refer to Apptigo International, Inc. and Apptigo, collectively.

Plan of Operations

We have secured an amount of $400,000 which we estimate will satisfy our basic operating costs over the next 12 months and fund the finish, launch and basic maintenance and upgrades of the SCORE app. Management has no plans to seek additional funding at this stage.

Results of Operations--Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2013 totaled $962,156, a decrease of $227,026 or approximately 23.6% compared to selling, general and administrative expenses of $1,189,182 for the year ended December 31, 2012. Overall there was a decrease in the total selling, general and administrative which is primarily due to decreased costs associated with a previously used telemarketing campaign and business development expenses.  

Interest Expense. Interest expense on 12% convertible promissory note for the year ended December 31, 2013 and 2012, was $2,833 and $0 respectively. The conversion feature of the debentures allows the note to be converted to Series A preferred shares at a share price of $1.00.

Net Loss. For the reasons stated above, our net loss for the year ended December 31, 2013 was $29,395 or $.39 per share, an increase of $28,645, compared to a net loss of $750, or $.01 per share, during the year ended December 31, 2012.  

Liquidity and Capital Resources

As of December 31, 2013, we had cash and cash equivalents of $938. The Company has current liabilities of $62,833 consisting of a convertible promissory note. We have a net working capital deficit of $61,985.

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The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $29,395 and had an accumulated deficit of $30,145.

We have not generated positive cash flows from operating activities. The primary source of capital has been from the sale of equity securities. Our primary use of capital has been for application design and general and administrative costs. Our working capital requirements are expected to increase in line with the growth of our business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Properties.

The Company’s principal corporate office is located at 61 Venetian Way, Suite 33B, Miami Beach, Florida, and consists of 900 square feet of office space. The lease on this space expires on June 1, 2014, and monthly lease payments are $1,850. The Company is in the process of negotiating for new office space.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information furnished by current management and others, concerning the beneficial ownership of our Common Stock as of completion of the Transaction effective April 15, 2014, of (i) each person who is known to us to be the beneficial owner of more than 5 percent of our Common Stock; (ii) all directors and named executive officers; and (iii) our directors and executive officers as a group:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class(1)
David Steinberg 61 Venetian Way Suite 33B Miami Beach, FL 33133	2,450,000	29.7%
Casey Cordes 61 Venetian Way Suite 33B Miami Beach, FL 33133	2,450,000	29.7%
Executive Officers and Directors as a Group (2 Persons)	4,900,000	59.4%

⁽¹⁾ This table is based upon information supplied by officers, directors and principal stockholders and is believed to be accurate.  Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of Common Stock subject to options, warrants, or other conversion privileges currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such option, warrant, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person.  Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares is designated in the footnotes to this table.  Effective as of April 15, 2014, we had 8,250,000 shares outstanding.

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Item 5. Directors and Executive Officers.

The following table sets forth information concerning our executive officers and directors, each of whom was appointed in the Closing of the Transaction effective April 15, 2014:

Name	Age	Title
Casey Cordes	38	Chairman and Chief Executive Officer
David Steinberg	37	Director, President, Treasurer, and Secretary

The Board believes that each director named below is highly qualified and has the skills and experience required for effective service on the Board. The directors’ individual biographies below contain information about their experience, qualifications and skills that led the Board to appoint them.

Casey Cordes

Mr. Cordes has worked as a Creative Director, Social Media Strategist and Senior Copywriter with extensive experience in creating solutions across multiple platforms for a wide range of Fortune 500 clients, from start-ups to multinationals. He received his undergraduate education in Advertising from Michigan State University, and followed it with a Masters-Equivalent specialty degree in Copywriting from the Miami Ad School. His client portfolio includes Absolut Vodka, Carnival Cruise Lines, Citibank, Cigna, Chrysler, Dodge, Renault, The Florida Lottery, NBC/Telemundo, Kaplan University, Florida Power & Light, Listerine, Travelers Insurance, Zumba Fitness, Tampico and Coca-Cola. Prior to creating Apptigo, Casey worked at several top agencies in Miami, including Sapient (from September of 2010 to April of 2012), LGD Communications (from 2005 to 2007), Macias Advertising (from March of 2012 to April of 2014), and BGT (now PWC) (from October of 2009 to August of 2010). Leveraging his international experience, Mr. Cordes wrote a pilot for a television show in Amsterdam. He also served as Creative Consultant and Copywriter for the three major safari companies in Tanzania, Africa, producing websites and brochures. At Steinberg Advertising (from 2003 to 2004) and Branding Forces (from 2004 to 2008) Mr. Cordes was Creative Director for clients including the Versace Mansion and The Setai Hotel. He then became a founding member of “Ruthless & Toothless” children’s line in collaboration with the tattoo artists from TV’s Miami Ink.

David Steinberg

Mr. Steinberg is an accomplished Creative/Design Director with a strong background in brand development for the advertising and marketing industry. During his career he has been in charge of developing intelligent marketing campaigns and strategies, creating innovative brand identities, establishing creative timeframes, building efficient high-level teams and pitching complete branding concepts to various clients. He actively takes the reigns of all projects as the lead architect of the brand and design development, and always looks to create a positive growing experience for his teams that allow each member to utilize their talents while pushing their potential. Prior to co-founding Apptigo, he was CEO and CCO of both Steinberg Advertising & Design (from 2001 to 2008) and Branding Forces (from 2006 to 2008), boutique agencies at the forefront of Internet design. His exclusive clientele included: The Setai; Miami Beach Polo World Cup; Casa Casuarina (former Versace Mansion); Mix My Granola (successful web-based granola company); the Kitzbuehl (Austria) Polo World Cup; Related Companies, real estate developers; the Monarchy Collection, an adult fashion label; Smith & Wesson, a licensed fragrance; and the Miami Ad School. In 2008 he created new brands for the television show, Miami Ink. Ideas, resulting in the children’s lifestyle line “Ruthless & Toothless” and the new “Ruthless Collective.” Mr. Steinberg received a diploma in Marketing and Communication in 1999 from the Institute for Marketing and Communication in Berlin, Germany. He received his Masters Degree in Communication and Advertising in 2001 from the Miami Ad School.

Legal Proceedings

During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers.

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We are not aware of any legal proceedings in which any director, officer or affiliate of our Company, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, or affiliate of our Company, or security holder is a party adverse to us or our subsidiaries or has a material interest adverse to us or our subsidiaries.

Family Relationships

There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

Item 6. Executive Compensation.

The information required by Item 6 of Form 10 was previously reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 11, 2014.

The Company has not entered into any employment or compensation agreements or arrangements with Messrs. Steinberg or Cordes for their services as officers or directors of the Company. Within the next 30 days we intend to enter into employment agreements with these individuals commensurate with compensation arrangements of similarly situated development stage companies. Management intends to compensate each of Messrs. Steinberg and Cordes with a base salary of $9,000 per month following Closing of the Transaction.

During the years ended December 31, 2013 and 2012, Messrs. Steinberg and Cordes received compensation either directly from Apptigo or through Steinberg Design Group, an entity owned by David Steinberg, in the amounts of $5,000 and $27,000 each for the respective years. During the current fiscal year and through the date of this report, each of Messrs. Steinberg and Cordes has received $5,000 in compensation.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 7 of Form 10 was previously reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 11, 2014.

Apptigo has entered into arrangements with Steinberg Design Group, an entity owned by David Steinberg, a director and executive officer of the Company. This entity provides services in connection with the development of our application design. During the years ended December 31, 2013 and 2012, Apptigo paid a total of $61,000 and $20,000, respectively, for these services, and during the current fiscal year has paid approximately $12,000. We do not intend to continue this relationship following Closing of the Transaction; rather, Messrs. Steinberg and Cordes will become employees and be paid pursuant to employment agreements entered into following Closing.

Item 8. Legal Proceedings.

The Company is not currently party to any legal proceedings.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Our Common Stock is quoted on the OTCQB under the symbol “BALI”. Including the 5,700,000 shares of our Common Stock issued in the Transaction and the 10,000,000 shares canceled, there are currently 8,250,000 shares of Common Stock issued and outstanding. Currently, a very limited trading market has been established for our Common Stock.

Rule 144 will not be available for the unregistered outstanding shares issued by the Company for a period of at least one year after the filing of this report on Form 8-K, which means that shareholders holding unregistered shares or control persons may not be able to sell such shares in the open market during this period. Rule 144 does not permit reliance upon such rule for the resale of shares sold after the issuer first became a shell company, until the issuer meets certain requirements, including ceasing to be a shell company, the filing of Form 10-type information, and the filing for a period of one year periodic reports required under the Exchange Act. As a result, the holders of all of the restricted shares issued in the Transaction, as well as of any of the unregistered outstanding shares issued by the Company since inception, will not be able to sell their shares in reliance upon Rule 144 during this waiting period except pursuant to a registration statement filed by us which includes these shares for resale. We have not agreed to register any of these shares for resale.

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Our Common Stock is deemed to be a “penny stock” if, since the stock price is below $5.00 per share, it is not listed on a national securities exchange or approved for quotation on the NYSE MKT LLC, the Nasdaq Stock Market or any other national stock exchange and we do not meet certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase. Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the penny stock rules, the investor may be able to cancel its purchase and get its money back. If applicable, the penny stock rules may make it difficult for investors to sell their shares of our Common Stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our Common Stock may be adversely affected. Also, many brokers choose not to participate in penny stock transactions. Accordingly, investors may not always be able to resell their shares of our Common Stock publicly at times and prices that they feel are appropriate.

As of the close of business on April 15, 2014, giving effect to the Closing of the Transaction, there were approximately 34 holders of record of our Common Stock and an undetermined number of beneficial owners.

We paid no cash dividends in respect of our Common Stock during our two most recent fiscal years, and we have no plans to pay any dividends or make any other distributions in the foreseeable future.

Effective April 15, 2014, the Board of Directors appointed Interwest Transfer Company, Salt Lake City, as the Company’s transfer agent for our common shares.

We do not currently have any equity compensation plans under which we would be authorized to issue our Common Stock, rights and/or stock options.

Item 10. Recent Sales of Unregistered Securities.

In connection with the Closing of the Transaction effective April 15, 2014, the Company issued 2,450,000 common shares each to David Steinberg and Casey Cordes in exchange for all of the outstanding common shares of Apptigo. Each of these parties was a sophisticated investor as defined in Rule 506(b) of Regulation D and was furnished with information required pursuant to Rule 502(b) of Regulation D. Also at the Closing, the Company issued 145,000 shares of Series A Preferred Stock to The Vantage Group Ltd., an accredited investor, in exchange for a like number of preferred shares of Apptigo. Also in connection with the Closing the Company sold 800,000 common shares to two accredited investors for $400,000.

Each of the above investors delivered appropriate investment representations with respect to these securities sold and consented to the imposition of restrictive legends upon the stock certificates representing the shares. No investor entered into the transaction with us as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. Each investor was also afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the Transaction. These securities were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of these securities.

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Item 11. Description of Registrant’s Securities to be Registered.

General

Our authorized capital stock consists of 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share. In connection with the Transaction, we have issued 145,000 shares of Series A Convertible Preferred Stock. Our board of directors can, without stockholder approval, cause additional shares of preferred stock and may determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares. If the board causes any shares of preferred stock to be issued, the rights of the holders of our Common Stock could be adversely affected. The board’s ability to determine the terms of preferred stock and to cause its issuance, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. Subject to the rights of our existing preferred shareholder, preferred shares issued by the board of directors could include voting rights, or even super voting rights, which could shift the ability to control the company to the holders of the preferred stock. Preferred shares could also have conversion rights into shares of Common Stock at a discount to the market price of the Common Stock which could negatively affect the market for our Common Stock. In addition, preferred shares would have preference in the event of liquidation of the corporation, which means that the holders of preferred shares would be entitled to receive the net assets of the corporation distributed in liquidation before the Common Stock holders receive any distribution of the liquidated assets. We have no current plans to issue any additional shares of preferred stock.

Common Stock

The following is a summary of the material rights and restrictions associated with our Common Stock.

The holders of our Common Stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation and Bylaws for a more complete description of the rights and liabilities of holders of the Company’s securities.

Preferred Stock

In connection with the Transaction, the Company designated a series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred Stock”). Copies of the Certificates of Designations as filed with the Secretary of State of the State of Nevada effective April 15, 2014, is attached hereto as Exhibit 3.2. The Certificate of Designations authorizes 200,000 shares of Series A Preferred Stock. Under the terms of the Certificates of Designations, the holders of the Series A Preferred Stock are granted the following rights and preferences:

· The Series A Preferred Stock will be convertible into shares of Common Stock at any time at a conversion rate of 31. 37931 per share of Series A Preferred Stock, subject to the following limitations and conditions:

o If we issue or sell shares of Common Stock, or grant options or other convertible securities which are exercisable or convertible into Common Stock at prices less than the $1.00 conversion price of the Company’s Series A Preferred Stock, then the conversion price of the Series A Preferred Stock will be reduced to the lower price.

o The Series A Preferred Stock may not be converted into Common Stock if the beneficial owner of such shares (together with such beneficial owner’s affiliates) would thereafter exceed 4.99% of the outstanding Common Stock whether through conversion of the Series A Preferred Stock or otherwise, except in certain fundamental corporate transactions after at least 60-days’ notice.

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· The Series A Preferred Stock will be entitled to the number of votes equal to the number of whole shares of Common Stock into which the Series A Preferred Stock are convertible and vote together with the holders of the Common Stock. At present the 145,000 outstanding shares of Series A Preferred Stock are convertible into 4,550,000 shares of Common Stock, which represents approximately 35.6% of the voting control of the Company.

· The holders of shares of Series A Preferred Stock are entitled to receive a cash dividend in the aggregate amount of $435,000 (the “Series A Dividend”). One half of the Series A Dividend is payable upon the generation of cumulative gross revenue of $500,000 or one or more equity financings in the aggregate amount of $500,000. The remaining one-half of the Series A Dividend is payable upon the generation of cumulative gross revenue of an additional $500,000 or one or more equity financings in the aggregate amount of an additional $500,000.

· In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (including a disposition of substantially all of the Company’s assets, whether by sale, merger or other reorganization, or a sale of over 50% of the ownership of the Company), the holders of the Series A Preferred Stock will be entitled to receive three times the Deemed Series A Issue Price of $1.00 per share (less receipt of any amount representing a Series A Dividend), plus (ii) all unpaid Series A Dividends and other dividends on such share of Series A Preferred Stock, in each case plus interest accrued thereon, if any..

· There are no redemption or sinking fund provisions applicable to the Series A Preferred Stock.

Nevada Anti-Takeover Laws

The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our Common Stock from the control share acquisition act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 stockholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders. In our Amended and Restated Articles, we opted out of this provision.

The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having; (1) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10 percent or more of the earning power or net income of the corporation. An “interested stockholder” means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Nevada's business combination law is to potentially discourage parties interested in taking control of Balius Corp. from doing so if it cannot obtain the approval of our board of directors.

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Currently, we have no Nevada shareholders. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control. Additionally, in our Amended and Restated Articles, we opted out of this provision.

Dividend Policy

We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Item 12. Indemnification of Directors and Officers.

Under our Bylaws we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

Item 13. Financial Statements and Supplementary Data.

The financial statements included in Item 9.01 of this Current Report on Form 8-K are incorporated by reference in this Item 13. The Company’s audited financial statements for its fiscal years ended December 31, 2013 and 2012 were previously reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 11, 2014.

Item 14. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

On December 6, 2013, Balius was informed by Ronald Chadwick, P.C.  (“Ronald Chadwick”) that it was terminating its services and resigning as the Company’s independent registered public accounting firm. On December 7, 2013, the Registrant retained Cutler & Co., LLC (“Cutler”) as its principal independent accountants. The decision to retain Cutler as the principal independent accountants was approved, and the resignation of Ronald Chadwick was accepted, by the Company’s Board of Directors. Ronald Chadwick was the independent registered public accounting firm for Balius from October 23, 2012 until December 6, 2013. Ronald Chadwick’s report on the Company’s financial statements for the period from October 23, 2012 (inception) through December 31, 2012 (a) did not contain an adverse opinion or disclaimer of opinion, (b) was not  modified as to uncertainty, audit scope, or accounting principles, and (c) for the period from October 23, 2012 (inception) to December 31, 2012 and through December 9, 2013, the date of filing of the report on Form 8-K disclosing the resignation, there were no disagreements on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Ronald Chadwick, would have caused it to make reference to the subject matter of the disagreements in connection with its report. None of the reportable events set forth in Item 304(a)(1)(iv) of Regulation S-K occurred during the period in which Ronald Chadwick served as the Registrant’s principal independent accountants.  However, the report of Ronald Chadwick dated January 21, 2013 on our financial statement for the period from February 9, 2012 (inception) through December 31, 2012, contained an explanatory paragraph which noted that there was substantial doubt as to our ability to continue as a going concern.

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Prior to December 7, 2013, the date that Cutler was retained as the principal independent accountants of Balius: (1) Balius did not consult Cutler regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; (2) neither a written report nor oral advice was provided to Balius by Cutler that they concluded was an important factor considered by Balius in reaching a decision as to the accounting, auditing or financial reporting issue; and (3) Balius did not consult Cutler regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.

On April 16, 2014, we dismissed Cutler as our independent accountant. The reports of Cutler on our financial statements for the fiscal year ended December 31, 2013 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit report of Cutler dated February 4, 2014, on our financial statements for the year ended December 31, 2013 contained a “going concern” paragraph. Our Board of Directors approved the dismissal on April 16, 2014. In connection with our audits for the most recent fiscal year ended December 31, 2013, and for the period up to the date of dismissal, we have had no disagreements with Cutler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cutler, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report on our financial statements for such year. We have provided Cutler a copy of this report and requested that it furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.

We engaged LL Bradford & Company LLC. (“Bradford”) as our new independent accountants effective April 16, 2014. During our two most recent fiscal years ended December 31, 2013, and through the date of this report, neither Balius, nor anyone on its behalf, has consulted with Bradford regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to us or oral advice was provided that the new accountant concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions to this item) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).

Item 15. Financial Statements and Exhibits.

The disclosures set forth in Item 9.01 of this Current Report on Form 8-K are incorporated by reference in this Item 15. The Company’s audited financial statements for its fiscal years ended December 31, 2013 and 2012 were previously reported by Balius in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 11, 2014.

*****End of Form 10 Disclosures*****

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Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in Item 10 of Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 5.01. Changes in Control of Registrant.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.01.

Except as disclosed in this Form 8-K, to the Company’s knowledge, there are no arrangements or understandings among pre-Transaction persons who controlled in excess of 50% of our then issued and outstanding voting securities nor among those post-Transaction persons who control in excess of 50% of our currently issued and outstanding voting securities. Additionally, to the Company’s knowledge, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.

Item 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 15, 2014, the Company adopted and filed the Amended and Restated Articles and the Certificate of Designations. The Amended and Restated Articles increased the number of authorized shares of Common Stock from 75,000,000 to 100,000,000 and authorized 10,000,000 preferred shares.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 14, 2014, shareholders owning a majority of the outstanding shares of Common Stock of the Company approved by written consent the Amended and Restated Articles and the Transaction. The consent was executed by Vitaliy Gladky, who at the time owned 10,000,000 shares of Common Stock of the Company representing approximately 80% of the outstanding shares.

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Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired. The audited financial statements of Apptigo Inc. required to be filed pursuant to Items 9.01(a) of Form 8-K have been filed as Exhibit 99.1 to this Current Report.

(b) Pro forma financial information. The unaudited pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K is filed as Exhibit 99.2 to this Current Report.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Reorganization, dated April 14, 2014
3.1	Amended and Restated Articles of Incorporation
3.2	Certificate of Designations for the Series A Convertible Preferred Stock
21.1	Subsidiaries
99.1	Audited financial statements of Apptigo Inc.
99.2	Pro forma unaudited financial statements

*      *       *

SIGNATURE PAGE FOLLOWS

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SIGNATURES

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

	Apptigo International, Inc.
Date: April 17, 2014	By:	/s/ Casey Cordes
		Casey Cordes, Chief Executive Officer
	By:	David Steinberg
		David Steinberg, President and Treasurer

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Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Reorganization, dated April 14, 2014
3.1	Amended and Restated Articles of Incorporation
3.2	Certificate of Designations for the Series A Convertible Preferred Stock
21.1	Subsidiaries
99.1	Audited financial statements of Apptigo Inc.
99.2	Pro forma unaudited financial statements

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EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the “Agreement”), entered into this 14^th day of April 2014, is by, between, and among BALIUS CORP., a Nevada corporation (hereinafter the “Purchaser”), VITALIY GLADKY, the sole officer and director and principal shareholder of the Purchaser (hereinafter “Gladky”), APPTIGO INC., a Nevada corporation (hereinafter the “Private Company”), the common shareholders of the Private Company whose names and signatures are set forth upon the signature page of this Agreement (hereinafter the “Common Shareholders”), and THE VANTAGE GROUP LTD., a Delaware corporation (hereinafter the “Preferred Shareholder”).

RECITALS:

WHEREAS, the Purchaser wishes to acquire, and the Common Shareholders and the Preferred Shareholder are willing to sell, all of the outstanding common and preferred stock of the Private Company in exchange solely for a part of the voting stock of the Purchaser whereby the Common and Preferred Shareholders would acquire a controlling interest of the Purchaser (the “Exchange Transaction”); and

WHEREAS, the parties hereto intend to qualify such transaction as a tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, based upon the stated premises, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements set forth herein, the mutual benefits to the parties to be derived here from, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Purchaser, Gladky, the Private Company, the Common Shareholders, and the Preferred Shareholder approve and adopt this Agreement and Plan of Reorganization and mutually covenant and agree with each other as follows:

1.          Exchange Transaction.

1.1.  Transfer of Private Company Shares. On the Closing Date the Common Shareholders and the Preferred Shareholder shall transfer to the Purchaser certificates for the number of shares of the common and preferred stock of the Private Company described in Schedule A, attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding shares of the common and preferred stock of the Private Company.

1.2.  Issuance of Purchaser Shares. In exchange for the transfer of the common and preferred stock of the Private Company pursuant to subsection 1.1. hereof, the Purchaser shall on the Closing Date and contemporaneously with such transfer of the common and preferred stock of the Private Company to it by the Common Shareholders and the Preferred Shareholder issue and deliver to such parties the number of shares of common and preferred stock of the Purchaser specified on Schedule A hereof.

1.3.  Private Offering Shares. Also on the Closing Date, the Purchaser shall issue up to 1,000,000 shares of its common stock to private accredited investors in consideration for $0.50 per share to be paid at Closing, to the persons, in the amounts, and for the consideration set forth in Schedule B. Subscription agreements representing the purchase of such common shares shall be delivered by the Private Company at Closing (the “Subscription Agreements”).

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1.4.  Cancellation of Outstanding Shares. On the Closing Date, Gladky shall tender for cancellation 10,000,000 shares of common stock of the Purchaser and Purchaser shall deliver consideration for such shares in the amount of $10.00.

1.5.  Articles of Exchange. Upon the terms and subject to the conditions hereof, as soon as practicable after the satisfaction or waiver of the conditions set forth in Sections 8 and 9 of this Agreement, Articles of Exchange (the “Articles of Exchange”) shall be filed with the Nevada Secretary of State in accordance with NRS Section 92A.200. The time of filing of the Articles of Exchange shall be the “Effective Time”, and the date of such filing shall be the “Effective Date”.

1.6.  Change of Management. Upon and as a condition of Closing of this Agreement effective as of completion of the Closing, Casey Cordes and David Steinberg shall be appointed as directors of the Purchaser and the resignation of Vitaliy Gladky as a director and officer of the Purchaser will be effective. Prior to Closing Gladky shall tender his resignation as a director and officer of the Purchaser and Messrs. Cordes and Steinberg shall furnish their written acceptance to serve as directors of the Purchaser, each to be effective only upon the Closing of the Exchange Transaction. Also prior to Closing, the Private Company shall furnish to management of the Purchaser such background information on Messrs. Cordes and Steinberg as shall be reasonably requested to evidence their qualifications to serve as directors of Purchaser. The Private Company reserves the right to terminate this Agreement if Messrs. Cordes and Steinberg are not appointed as set forth above.

1.7.  Amended and Restated Articles of Incorporation and Certificate of Designations. In connection with the Closing the Purchaser shall file Amended and Restated Articles of Incorporation in form as set forth in Exhibit A (the “Amended and Restated Articles”) and the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock in form as set forth in Exhibit B (the “Certificate of Designations”).

2.          Closing.

2.1  Time and Place. The Closing of this transaction (“Closing”) shall take place at 1656 West Reunion Avenue, Suite 250, South Jordan, Utah, at 10:00 am, MDT, on April 15, 2014, or at such other time and place as the parties hereto shall agree upon. Such date is referred to in this Agreement as the “Closing Date.” If a party hereto is not in attendance at the Closing, Closing may be held by conference call and delivery of signed agreements shall be forwarded via Federal Express to the address set forth in this Agreement or such other address that the party has provided to counsel for the Private Company.

2.2Documents To Be Delivered by the Private Company and the Shareholders. At the Closing the Private Company, the Common Shareholders, and the Preferred Shareholder shall deliver to the Purchaser and Gladky, as applicable, the following documents:

a.Resolutions of the Board of Directors and the shareholders of the Private Company approving and authorizing the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Exchange Transaction;

b.Duly cancelled stock certificate representing all of the outstanding common and preferred shares of the Private Company in compliance with Section 1.1 hereof;

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c.Executed copies of the Subscription Agreements representing the shares to be issued pursuant to Section 1.3 hereof;

d. The Articles Exchange duly executed by the Private Company pursuant to Section 1.5 hereof;

e. Acceptance forms executed by Messrs. Cordes and Steinberg accepting appointment as directors of the Purchaser as provided in Section 1.6 hereof;

f. The certificate required pursuant to subsection 8.3 hereof; and

g. Such other documents of transfer, certificates of authority, and other documents as the Purchaser or Gladky may reasonably request.

2.3  Documents To Be Delivered by the Purchaser. At the Closing the Purchaser shall deliver to the Private Company, the Common Shareholders, and the Preferred Shareholder, as applicable, the following documents:

a. Resolutions of the Board of Directors and the shareholders of Purchaser approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the appointment of new directors, filing of the Amended and Restated Articles and the Certificate of Designations, cancellation of the common shares, and the issuance of the shares of common and preferred stock as provided herein;

b. Duly executed irrevocable instructions to the Purchaser’s transfer agent authorizing issuance of the common shares as provided in Sections 1.2 and 1.3 and the cancellation of the shares as provided in Section 1.4 above;

c.The resignation of Gladky as director and officer of Purchaser duly executed by Gladky;

d.Duly executed copies, with proof of filing, of the Amended and Restated Articles and the Certificate of Designations as provided in Section 1.7 hereof;

e. The Articles Exchange duly executed by the Purchaser pursuant to Section 1.5 hereof;

f. Evidence of cancellation of the Grazing Lease and the land use agreement pursuant to Section 6.7 hereof;

g.The certificate required pursuant to subsection 9.3 hereof;

h.Accounting records necessary for the preparation of the quarterly report on Form 10-Q for the quarter ended March 31, 2014; and

i. Such other documents of transfer, certificates of authority, and other documents as the Private Company, the Common Shareholders, or the Preferred Shareholder may reasonably request.

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3.          Representations and Warranties of the Shareholders. Each of the Common Shareholders and the Preferred Shareholder, for himself or itself, and not for any other party, represents and warrants to the Purchaser and Gladky as set forth below. These representations and warranties are made as an inducement for the Purchaser and Gladky to enter into this Agreement and, but for the making of such representations and warranties and their accuracy, the Purchaser and Gladky would not be parties hereto.

3.1. Ownership of Stock.

a.Each of the Common Shareholders and the Preferred Shareholder is the record and beneficial owner and holder of the number of fully paid and nonassessable shares of the common or preferred stock, as applicable, of the Private Company listed in Schedule A hereto as of the date hereof and will continue to own such shares of stock of the Private Company until the delivery thereof to the Purchaser on the Closing Date and all such shares of common and preferred stock , as applicable, are or will be on the Closing Date owned free and clear of all liens, encumbrances, charges and assessments of every nature and subject to no restrictions with respect to transferability. Each of the Common Shareholders and the Preferred Shareholder currently has, and will have at Closing, full power and authority to dispose, assign, and transfer his or its shares of the Private Company in accordance with the terms hereof. Each of the Common Shareholders and the Preferred Shareholder currently has, and will have at Closing, full power and authority to vote his or its shares of the Private Company, without restriction of any kind.

b.Except for this Agreement, there are no outstanding options, contracts, calls, commitments, agreements or demands of any character relating to the common or preferred stock of the Private Company listed in Schedule A and owned by each of the Common Shareholders and the Preferred Shareholder, as applicable.

3.2.Performance of This Agreement. Each of the Common Shareholders and the Preferred Shareholder has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by such parties of this Agreement have been duly and validly approved and authorized by the parties, and no other actions or proceedings on the part of the Common Shareholders or the Preferred Shareholder are necessary to authorize this Agreement and the transactions contemplated hereby. The Common Shareholders and the Preferred Shareholder have duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Common Shareholders and the Preferred Shareholder, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other laws from time to time in effect which affect creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.3.Accuracy of All Statements Made by the Shareholders. No representation or warranty by the Common Shareholders or the Preferred Shareholder in this Agreement, nor any statement, certificate, schedule, or exhibit hereto furnished or to be furnished by or on behalf of such persons pursuant to this Agreement, nor any document or certificate delivered to the Purchaser or Gladky by the Common Shareholders or the Preferred Shareholder pursuant to this Agreement or in connection with actions contemplated hereby, contains or shall contain any untrue statement of material fact or omits or shall omit a material fact necessary to make the statements contained therein not misleading.

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4.          Representations and Warranties of the Private Company. The Private Company represents and warrants to the Purchaser and Gladky as set forth below. These representations and warranties are made as an inducement for the Purchaser and Gladky to enter into this Agreement and, but for the making of such representations and warranties and their accuracy, the Purchaser and Gladky would not be parties hereto.

4.1.Organization and Authority. The Private Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with full power and authority to enter into and perform the transactions contemplated by this Agreement. The Private Company is duly qualified to conduct business and is in good standing as a foreign entity in the State of Florida and in each other jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause a material adverse effect. The Private Company does not have any subsidiaries or own any interest in any other entity.

4.2.Capitalization. As of the date of the Closing, the Private Company will have a total of no more than 150,000 shares of common stock and no more than 145,000 shares of Series A Convertible Preferred Stock issued and outstanding, all of which are owned by the Common Shareholders and the Preferred Shareholder, respectively. All of the shares will have been duly authorized and validly issued and will be fully paid and nonassessable. Except as provided in this Agreement, there are no options, warrants, debentures, conversion privileges, or other rights, agreements, or commitments obligating the Private Company to issue or to transfer from treasury any additional shares of capital stock of any class. Schedule A accurately sets forth all of the shareholders of record of the Private Company and the number of shares held of record by each Shareholder.

4.3.Performance of This Agreement. The Private Company has full power and authority to enter into this Agreement and the Articles of Exchange, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Private Company of this Agreement has been duly and validly approved and authorized by the Private Company, and no other actions or proceedings on the part of the Private Company are necessary to authorize this Agreement, the Articles of Exchange and the transactions contemplated hereby and thereby. The Private Company has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Private Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other laws from time to time in effect which affect creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and performance of this Agreement and the transfer of stock contemplated hereby have been authorized by the board of directors of the Private Company.

4.4.Financials. True copies of the financial statements of the Private Company for the years ended December 31, 2013 and 2012 have been furnished to the Purchaser and Gladky. Said financial statements are true and correct in all material respects and present an accurate and complete disclosure of the financial condition of the Private Company as of December 31, 2013, and the earnings for the periods covered, in accordance with generally accepted accounting principles applied on a consistent basis.

4.5.Liabilities. There are no material liabilities of the Private Company, whether accrued, absolute, contingent or otherwise, which arose or relate to any transaction of the Private Company, its agents or servants occurring prior to December 31, 2013, which are not disclosed by or reflected in said financial statements. As of the date hereof, there are no known circumstances, conditions, happenings, events or arrangements, contractual or otherwise, which may hereafter give rise to liabilities, except in the normal course of business of the Private Company.

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4.6.Absence of Certain Changes or Events. Except as set forth in this Agreement, since December 31, 2013, there has not been (i) any material adverse change in the business, operations, properties, level of inventory, assets, or condition of the Private Company, or (ii) any damage, destruction, or loss to the Private Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of the Private Company.

4.7.Litigation. To the best knowledge and reasonable belief of the Private Company, there are no legal, administrative or other proceedings, investigations or inquiries, product liability or other claims, judgments, injunctions or restrictions, either threatened, pending, or outstanding against or involving the Private Company or its assets, properties, or business, nor does the Private Company know, or have reasonable grounds to know, of any basis for any such proceedings, investigations or inquiries, product liability or other claims, judgments, injunctions or restrictions. In addition, there are no material proceedings existing, pending or reasonably contemplated to which any officer, director, or affiliate of the Private Company or as to which any of the Common Shareholders or Preferred Shareholder is a party adverse to the Private Company or has a material interest adverse to the Private Company.

4.8.Taxes. All federal, state, foreign, county and local income, profits, franchise, occupation, property, sales, use, gross receipts and other taxes (including any interest or penalties relating thereto) and assessments which are due and payable have been duly reported, fully paid and discharged as reported by the Private Company, and there are no unpaid taxes which are, or could become a lien on the properties and assets of the Private Company, except as provided for in the financial statements of the Private Company, or have been incurred in the normal course of business of the Private Company since that date. All tax returns of any kind required to be filed have been filed and the taxes paid or accrued. There are no disputes as to taxes of any nature payable by the Private Company.

4.9.Hazardous Materials. No hazardous material has been released, placed, stored, generated, used, manufactured, treated, deposited, spilled, discharged, released, or disposed of on or under any real property currently or previously owned or leased by the Private Company.

4.10.Accuracy of All Statements Made by the Private Company. No representation or warranty by the Private Company in this Agreement, nor any statement, certificate, schedule, or exhibit hereto furnished or to be furnished by or on behalf of such parties pursuant to this Agreement, nor any document or certificate delivered to the Purchaser or Gladky by the Private Company pursuant to this Agreement or in connection with actions contemplated hereby, contains or shall contain any untrue statement of material fact or omits or shall omit a material fact necessary to make the statements contained therein not misleading.

5.          Representations and Warranties of the Purchaser and Gladky. The Purchaser and Gladky, jointly and severally, represent and warrant to the Private Company, the Common Shareholders, and the Preferred Shareholder as set forth below. These representations and warranties are made as an inducement for the Private Company, the Common Shareholders, and the Preferred Shareholder to enter into this Agreement and, but for the making of such representations and warranties and their accuracy, the Private Company, Common Shareholders, and Preferred Shareholder would not be parties hereto.

5.1.Organization and Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with full power and authority to enter into and perform the transactions contemplated by this Agreement. The Purchaser does not have any subsidiaries or own any interest in any other entity.

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5.2.Capitalization. As of the date of the Closing, giving effect to the cancellation of shares pursuant to Section 1.4 hereof, the Purchaser will have a total of no more than 2,550,000 shares of common stock issued and outstanding, and no shares of preferred shares outstanding (excluding the shares to be issued pursuant to this Agreement). All of the shares will have been duly authorized and validly issued and will be fully paid and nonassessable. Except for the Purchaser’s obligations hereunder with respect to the shares to be issued or cancelled pursuant to Sections 1.2, 1.3, and 1.4 hereof, there are no options, warrants, debentures, conversion privileges, or other rights, agreements, or commitments obligating the Purchaser to issue or to transfer from treasury any additional shares of capital stock of any class. As of the Closing, the Amended and Restated Articles shall in effect and shall remain unchanged.

5.3.Performance of this Agreement. The Purchaser has full power and authority to enter into this Agreement and the Articles of Exchange, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement has been duly and validly approved and authorized by the Purchaser, and no other actions or proceedings on the part of the Purchaser are necessary to authorize this Agreement, the Articles of Exchange and the transactions contemplated hereby and thereby. The Purchaser has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other laws from time to time in effect which affect creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and performance of this Agreement and the issuance and cancellation of stock contemplated hereby have been authorized by the board of directors of the Purchaser.

5.4.SEC Reports; Financial Statements. Purchaser has filed all reports, schedules, forms, statements and other documents required to be filed by Purchaser under the Securities Act of 1933, as amended, (the “Securities Act”) and the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) including pursuant to Section 13(a) or 15(d) thereof, for the period since the effective date of the Purchaser’s S-1 registration statement on May 13, 2013 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the Closing Date, the SEC Reports, as amended, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Purchaser included in the SEC Reports (the “Purchaser Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP (except (i) as may be otherwise indicated in the Purchaser Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Purchaser on a consolidated basis as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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5.5.Liabilities. There are no material liabilities of Purchaser, whether accrued, absolute, contingent or otherwise, which arose or relate to any transaction of Purchaser, its agents or servants occurring prior to the period covered by the Purchaser Financial Statements which are not disclosed by or reflected in the Purchaser Financial Statements. To the knowledge of Purchaser, there are no circumstances, conditions, happenings, events or arrangements, contractual or otherwise, which may hereafter give rise to liabilities, except in the normal course of business of Purchaser.

5.6.Litigation. To the best knowledge and reasonable belief of the Purchaser, there are no legal, administrative or other proceedings, investigations or inquiries, product liability or other claims, judgments, injunctions or restrictions, either threatened, pending, or outstanding against or involving the Purchaser or its assets, properties, or business, nor does the Purchaser know, or have reasonable grounds to know, of any basis for any such proceedings, investigations or inquiries, product liability or other claims, judgments, injunctions or restrictions. In addition, there are no material proceedings existing, pending or reasonably contemplated to which any officer, director, or affiliate of the Purchaser is a party adverse to the Purchaser has a material interest adverse to the Purchaser.

5.7.Taxes. All federal, state, foreign, county and local income, profits, franchise, occupation, property, sales, use, gross receipts and other taxes (including any interest or penalties relating thereto) and assessments which are due and payable have been duly reported, fully paid and discharged as reported by the Purchaser, and there are no unpaid taxes which are, or could become a lien on the properties and assets of the Purchaser, except as provided for in the financial statements of the Purchaser, or have been incurred in the normal course of business of the Purchaser since that date. All tax returns of any kind required to be filed have been filed and the taxes paid or accrued. There are no disputes as to taxes of any nature payable by the Purchaser.

5.8.Hazardous Materials. No hazardous material has been released, placed, stored, generated, used, manufactured, treated, deposited, spilled, discharged, released, or disposed of on or under any real property currently or previously owned or leased by the Purchaser.

5.9.Legality of Shares to be Issued. The shares of common stock and preferred stock of the Purchaser to be issued by the Purchaser pursuant to this Agreement, when so issued and delivered, will have been duly and validly authorized and issued by the Purchaser and will be fully paid and nonassessable.

5.10.Labor Relations. No material labor dispute exists or is imminent with respect to any of the current or former employees of Purchaser. Purchaser is in material compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have or cause a material adverse effect. There are no obligations or commitments for current, past, or future compensation or reimbursement payable to any party by Purchaser.

5.11.Accuracy of All Statements Made by the Purchaser. No representation or warranty by the Purchaser or Gladky in this Agreement, nor any statement, certificate, schedule, or exhibit hereto furnished or to be furnished by the Purchaser or Gladky pursuant to this Agreement, nor any document or certificate delivered to the Private Company, the Common Shareholders or the Preferred Shareholder pursuant to this Agreement or in connection with actions contemplated hereby, contains or shall contain any untrue statement of material fact or omits to state or shall omit to state a material fact necessary to make the statements contained therein not misleading.

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6.          Covenants of the Parties.

6.1.Access to Information.

a.The Purchaser and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Private Company, and the Private Company shall furnish or cause to be furnished to the Purchaser and its authorized representatives all information with respect to its affairs and business as the Purchaser may reasonably request. The Purchaser shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Purchaser; (ii) becomes part of the public domain after disclosure through no fault of the Purchaser; (iii) is known to the Purchaser or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Private Company. In the event this Agreement is terminated prior to Closing, the Purchaser shall, upon the written request of the Private Company, promptly return all copies of all documentation and information provided by the Private Company hereunder.

b.The Private Company and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Purchaser, and the Purchaser shall furnish or cause to be furnished to the Private Company and its authorized representatives all information with respect to its affairs and business the Private Company may reasonably request. The Private Company shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Private Company; (ii) becomes part of the public domain after disclosure through no fault of the Private Company; (iii) is known to the Private Company or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Purchaser. In the event this Agreement is terminated prior to Closing, the Private Company shall, upon the written request of the Purchaser, promptly return all copies of all documentation and information provided by the Purchaser hereunder.

6.2.Actions Prior to Closing. From and after the date of this Agreement and until the Closing Date:

a.The Purchaser and the Private Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.

b.Neither the Purchaser nor the Private Company shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.

c.Neither the Purchaser nor the Private Company shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.

d.The Purchaser and the Private Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.

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e.Neither the Purchaser nor the Private Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.

f.The Purchaser and the Private Company shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.

g.Neither the Purchaser nor the Private Company shall sell or dispose of any property or assets, except products sold in the ordinary course of business or as provided in this Agreement.

h.The Purchaser and the Private Company shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.

6.3.Shareholders’ Approval. The Private Company shall promptly submit this Agreement and the transactions contemplated hereby for the approval of its stockholders by majority written consent or at a meeting of stockholders and, subject to the fiduciary duties of the Board of Directors of the Private Company under applicable law, shall use its best efforts to obtain stockholder approval and adoption of this Agreement and the transactions contemplated hereby. The Purchaser shall promptly submit this Agreement, the Exchange Transaction, and the Amended and Restated Articles for the approval of its stockholders by majority written consent or at a meeting of stockholders.

6.4.No Covenant as to Tax or Accounting Consequences. It is expressly understood and agreed that no party hereto, or its officers or agents has made any warranty or agreement, expressed or implied, as to the tax or accounting consequences of the transactions contemplated by this Agreement or the tax or accounting consequences of any action pursuant to or growing out of this Agreement.

6.5.Indemnification.

a.The Private Company, the Common Shareholders, and the Preferred Shareholder, severally and not jointly, shall indemnify Purchaser and Gladky for any loss, cost, expense, or other damage (including, without limitation, attorneys’ fees and expenses) suffered by Purchaser or Gladky resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty, or covenant made by the Private Company, Common Shareholders, or the Preferred Shareholder herein, and any claims arising from the operations of the Private Company prior to the Closing Date.

b.Purchaser and Gladky, severally and not jointly, shall indemnify and hold the Private Company, the Common Shareholders, and the Preferred Shareholder harmless from and against any loss, cost, expense, or other damage (including, without limitation, attorneys’ fees and expenses) resulting from, arising out of, or incurred with respect to, or alleged to result from, arise out of or have been incurred with respect to, the falsity or the breach of any representation, covenant, warranty, or agreement made by Purchaser or Gladky herein, and any claims arising from the operations of Purchaser prior to the Closing Date.

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c.The indemnity agreement contained herein shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any party and shall survive the consummation of the transactions contemplated by this Agreement.

6.6.Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall bear his or its own respective expenses incurred in connection with the negotiation and preparation of this Agreement, in the consummation of the transactions contemplated hereby, and in connection with all duties and obligations required to be performed by each of them under this Agreement.

6.7.Cancellation of Agreements. Prior to Closing the Purchaser shall effect the cancellation of the Grazing Lease Agreement dated January 22, 2013, and the oral agreement dated March 26, 2013, entered into with Thomas Casidy to use a property in County Sligo, Ireland.

6.8.Further Actions. Each of the parties hereto shall take all such further action, and execute and deliver such further documents, as may be necessary to carry out the transactions contemplated by this Agreement. In particular, it is anticipated that immediately following Closing, the new board of directors of the Purchaser will authorize a change auditors and transfer agent for Purchaser. Gladky shall assist the Purchaser in effecting these changes to the extent reasonably requested.

7.          General Release by Gladky. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Gladky has remised, released, and forever discharged, and by these presents does for himself, his heirs, executors, administrators, and assigns, remise, release, and forever discharge, Purchaser, its officers, directors, employees, counsel, subsidiaries, parents, successors, and assigns (the “Released Party”), of and from all and any manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law or in equity, which against the said Released Party Gladky ever had, now has, or which Gladky's heirs, executors, or administrators, hereafter can, shall, or may have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Closing Date. In connection with the foregoing release, Gladky hereby represents and warrants that no person over whom or over which he has control, with whom he has a family relationship, with whom or with which he has a material relationship, or any associate of his, is owed any money by Purchaser, has any cause of action or claim against the Purchaser, or otherwise has any contractual agreement, arrangement, or other relationship with the Purchaser.

8.          Conditions Precedent to the Purchaser’s Obligations. Each and every obligation of the Purchaser and Gladky to be performed on the Closing Date shall be subject to the satisfaction prior thereto of the following conditions:

8.1.Truth of Representations and Warranties. The representations and warranties made by the Private Company, the Common Shareholders, and the Preferred Shareholder in this Agreement or given on their behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

8.2.Performance of Obligations and Covenants. The Private Company, the Common Shareholders and the Preferred Shareholder shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing.

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8.3.Officer’s Certificate. The Purchaser shall have been furnished with a certificate (dated as of the Closing Date and in form and substance reasonably satisfactory to the Purchaser), executed by an executive officer of the Private Company, certifying to the fulfillment of the conditions specified in subsections 8.1 and 8.2 hereof.

8.4.No Litigation or Proceedings. There shall be no litigation or any proceeding by or before any governmental agency or instrumentality pending or threatened against any party hereto that seeks to restrain or enjoin or otherwise questions the legality or validity of the transactions contemplated by this Agreement or which seeks substantial damages in respect thereof.

8.5.No Material Adverse Change. As of the Closing Date there shall not have occurred any material adverse change, financially or otherwise, which materially impairs the ability of the Private Company to conduct its business or the earning power thereof on the same basis as in the past.

8.6.Shareholders’ Approval. The holders of not less than a majority of the outstanding common stock of the Private Company shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

9.          Conditions Precedent to Obligations of the Private Company and the Shareholders. Each and every obligation of the Private Company and the Shareholders to be performed on the Closing Date shall be subject to the satisfaction prior thereto of the following conditions:

9.1.Truth of Representations and Warranties. The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

9.2.Performance of Obligations and Covenants. The Purchaser shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing.

9.3.Officer’s Certificate. The Private Company shall have been furnished with a certificate (dated as of the Closing Date and in form and substance reasonably satisfactory to the Private Company), executed by an executive officer of the Purchaser, certifying to the fulfillment of the conditions specified in subsections 9.1 and 9.2 hereof.

9.4.No Litigation or Proceedings. There shall be no litigation or any proceeding by or before any governmental agency or instrumentality pending or threatened against any party hereto that seeks to restrain or enjoin or otherwise questions the legality or validity of the transactions contemplated by this Agreement or which seeks substantial damages in respect thereof.

9.5.No Material Adverse Change. As of the Closing Date there shall not have occurred any material adverse change, financially or otherwise, which materially impairs the ability of the Purchaser to conduct its business.

9.6.No Liabilities. As of the Closing Date the Purchaser shall not have aggregate liabilities in excess of $100.

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10.          Securities Law Representations of the Common Shareholders and the Preferred Shareholder. Each of the Common Shareholders and the Preferred Shareholder (individually a “Shareholder”), for himself or itself, and not for any other party, represents and warrants to the Purchaser as set forth below. These representations and warranties are made as an inducement for the Purchaser to enter into this Agreement and, but for the making of such representations and warranties and their accuracy, the Purchaser would not be a party hereto.

10.1.Restricted Securities. The Shareholder is aware that the common and preferred shares issued to him or it will not have been registered pursuant to the Securities Act, or any state securities act, and thus will be restricted securities as defined in Rule 144 promulgated by the SEC. In addition, because the Purchaser is or has been a shell company as defined in Rule 144(i), the shares being issued to the Shareholder shall be subject to the limitations of such provision which limit reliance on Rule 144 for public resale of such shares for a period of at least one year. Therefore, under current interpretations and applicable rules, the Shareholder will be required to retain such shares for a period of at least one year or longer and at the expiration of such period his or its sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the SEC and such disposition may be available only if the issuer is current in its filings with the SEC under the Exchange Act or other public disclosure requirements.

10.2.Nature of Purchasers. The Preferred Shareholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated by the SEC. Each of the Common Shareholders has sufficient knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment in the shares of Purchaser’s common stock as provided in this Agreement.

10.3.Non-distributive Intent. The Shareholder covenants and warrants that the shares received are acquired for his or its own account and not with the present view towards the distribution thereof and he or it will not dispose of such shares except (i) pursuant to an effective registration statement under the Securities Act, or (ii) in any other transaction which, in the opinion of counsel acceptable to the issuer, is exempt from registration under the Securities Act, or the rules and regulations of the SEC thereunder. In order to effectuate the covenants of this subsection, an appropriate legend will be placed upon each of the certificates of common and preferred stock issued pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.

10.4.Information. The Shareholder has been furnished (i) with all requested materials relating to the business, finances, and operations of the Purchaser and the Private Company; (ii) with information deemed material to making an informed investment decision; and (iii) with additional requested information necessary to verify the accuracy of any documents furnished to the Shareholder by the Purchaser or the Private Company. Such person has been afforded the opportunity to ask questions of the Purchaser and the Private Company and the management of each and to receive answers concerning the terms and conditions of the Exchange Transaction.

10.5.Documents. The Shareholder has received copies of the following documents a reasonable time prior to the Closing to permit the Shareholder sufficient time to read and reasonably evaluate such documents: (i) the Purchaser’s annual report on Form 10-K, as amended, for the year ended December 31, 2013 (the “Annual Report”); (ii) each report or other document filed by the Purchaser with the SEC since the filing of the Annual Report; (iii) the draft of the report on Form 8-K to be filed by the Purchaser upon the Closing, including the information required pursuant to Item 2.01(f) of Form 8-K, audited financial statements of the Private Company for the years ended December 31, 2013 and 2012, and pro forma information required pursuant to Item 9.01(b) of Form 8-K. Such person has relied upon the information contained therein and has not been furnished any other documents, literature, memorandum, or prospectus.

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11.          Termination. This Agreement may be terminated by any of the Purchaser, Gladky, the Private Company, the Common Shareholders, or the Preferred Shareholder by notice to the others if, (i) at any time prior to the Closing Date any event shall have occurred or any state of facts shall exist that renders any of the conditions to its or their obligations to consummate the transactions contemplated by this Agreement incapable of fulfillment, or (ii) at close of business on April 21, 2014, if the Closing shall not have occurred. Following termination of this Agreement no party shall have liability to another party relating to such termination, other than any liability resulting from the breach of this Agreement by a party prior to the date of termination.

12.        Miscellaneous.

12.1Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing (including electronic format) and shall be effective (i) upon delivery in person (including by reputable express courier service) at the address set forth below; (ii) upon delivery by facsimile (as verified by a printout showing satisfactory transmission) at the facsimile number designated below (if sent on a business day during normal business hours where such notice is to be received and if not, on the first business day following such delivery where such notice is to be received); (iii) by electronic mail (as verified by a printout showing satisfactory transmission) at the electronic mail address set forth below (if sent on a business day during normal business hours where such notice is to be received and if not, on the first business day following such delivery where such notice is to be received); or (iv) upon three business days after mailing with the United States Postal Service if mailed from and to a location within the continental United States by registered or certified mail, return receipt requested, addressed to the address set forth below. Any party hereto may from time to time change its physical or electronic address or facsimile number for notices by giving notice of such changed address or number to the other party hereto in accordance herewith.

If to Purchaser or Glady at:	Balius Corp.
	38 Sea View Park
	Cliffoney, Co. Sligo, Ireland
	Attention: Vitaliy Gladky, President
	Facsimile No.:
	Email Address:
With a copy (which shall not constitute notice) to:	Eric P. Littman, Esq.
	Eric P. Littman, P.A.
	7695 S.W. 104th Street
	Offices at Pinecrest
	Suite 210
	Miami, FL33156
	Facsimile No.: (305) 668-0003
	Email Address: littmanlaw@gmail.com

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If to Private Company or Common Shareholders at:	Apptigo Inc.
	61 Venetian Way
	Suite 33B
	Miami Beach, FL  33133
	Attention: David Steinberg, President
	Facsimile No.:
	Email Address: david@apptigo.com
With a copy (which shall not constitute notice) to:	Ronald N. Vance, Esq.
	The Law Office of Ronald N. Vance & Associates, P.C.
	1656 Reunion Avenue
	Suite 250
	South Jordan, UT84095
	Facsimile No.(801) 446-8803
	Email Address:ron@vancelaw.us
If to Preferred Shareholder:	The Vantage Group Ltd.
	1000 Quayside Terrace
	Suite 1810
	Miami, FL 33138
	Attention:Lyle Hauser, President
	Facsimile No.:
	Email: lsh@vantagegroup.net

12.2.Governing Law. This Agreement will be construed in accordance with, and governed by, the laws of the State of Florida (without giving effect to any choice or conflict of law provisions) as applied in contracts that are executed and performed entirely in the State of Florida.

12.3.Default. Should any party to this Agreement default in any of the covenants, conditions, or promises contained herein, the defaulting party shall pay all costs and expenses, including a reasonable attorney’s fee, which may arise or accrue from enforcing this Agreement, or in pursuing any remedy provided hereunder or by the statutes of the State of Florida.

12.4.Assignment. This Agreement may not be assigned in whole or in part by the parties hereto without the prior written consent of the other party or parties, which consent shall not be unreasonably withheld.

12.5.Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns.

12.6.Partial Invalidity. If any term, covenant, condition, or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or application of such term or provision to persons or circumstances other than those as to which it is held to be invalid or unenforceable shall not be affected thereby and each term, covenant, condition, or provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.

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12.7.Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all negotiations, representations, prior discussions, letters of intent, and preliminary agreements between the parties hereto relating to the subject matter of this Agreement.

12.8.Interpretation of Agreement. This Agreement shall be interpreted and construed as if equally drafted by all parties hereto.

12.9.Survival of Covenants, Etc. All covenants, representations, and warranties made herein to any party, or in any statement or document delivered to any party hereto, shall survive the making of this Agreement and shall remain in full force and effect until the obligations of such party hereunder have been fully satisfied.

12.10.Amendment. This Agreement or any provision hereof may not be changed, waived, terminated, or discharged except by means of a written supplemental instrument signed by the party or parties against whom enforcement of the change, waiver, termination, or discharge is sought.

12.11.Full Knowledge. By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

12.12.Headings. The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

12.13.Counterparts. This Agreement may be executed in two or more partially or fully executed counterparts, each of which shall be deemed an original and shall bind the signatory, but all of which together shall constitute but one and the same instrument.

12.14.Exhibits. Each of the exhibits or schedules referenced in this Agreement is annexed hereto and is incorporated herein by this reference and expressly made a part hereof.

SIGNATURE PAGE FOLLOWS

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SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement and Plan of Reorganization as of the day and year first above written.

PURCHASER:	Balius Corp.
	By /s/ Vitaliy Gladky
	Vitaliy Gladky, President
	/s/ Vitaliy Gladky
	Vitaliy Gladky, Individually
PRIVATE COMPANY:	Apptigo Inc.
	By/s/ David Steinberg
	David Steinberg, President
COMMON SHAREHOLDERS:	/s/ David Steinberg
	David Steinberg, Individually
	/s/ Casey Cordes
	Casey Cordes, Individually
PREFERRED SHAREHOLDER:	The Vantage Group Ltd.
	By /s/ Lyle Hauser
	Lyle Hauser, Chairman

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SCHEDULE A

TO THE

AGREEMENT AND PLAN OF REORGANIZATION

Name and Address of Shareholders	No. of Common Shares of Private Company to be Transferred	No. of Preferred Shares of Private Company to be Transferred	No. of Common Shares of Purchaser to be Issued	No. of Preferred Shares of Purchaser to be Issued
David Steinberg 61 Venetian Way Suite 33B Miami Beach, FL 33133	37,500	0	2,450,000	0
Casey Cordes 61 Venetian Way Suite 33B Miami Beach, FL 33133	37,500	0	2,450,000	0
The Vantage Group Ltd. 1000 Quayside Terrace Suite 1810 Miami, FL 33138	0	145,000	0	145,000
TOTALS	75,000	145,000	4,900,000	145,000

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SCHEDULE B

TO THE

AGREEMENT AND PLAN OF REORGANIZATION

Name and Address of Investor	No. of Common Shares of Balius Purchased	Purchase Price for Shares
McGlothlin Holdings, Ltd. P.O. Box 590 Luling, TX 78648	400,000	$200,000
Anthony Ivankovich 1150 Michigan Avenue Willemette, IL 60091	400,000	200,000
TOTALS	800,000	$400,000

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EXHIBIT A

Amended and Restated Articles of Incorporation of Balius Corp.

[See Attached]

20

EXHIBIT B

Certificate of Designations for the Series A Preferred Stock of Balius Corp.

[See Attached]

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EX-3.1

Exhibit 3.1

Amended and Restated

Articles of Incorporation

Of

Apptigo International, Inc.

These Amended and Restated Articles of Incorporation were duly adopted in accordance with the provisions of Title 7, Chapter 78 of the Nevada Revised Statutes (the “Nevada Corporation Law” or “NCL”). The undersigned do hereby certify that the Amended and Restated Articles of Incorporation of the corporation are as follows:

Article I

Name

The name of the corporation is Apptigo International, Inc. (hereinafter the “corporation”).

Article II

Registered Office

The address of the registered office of the corporation in the State of Nevada is 2360 Corporate Circle South, Henderson Nevada 89074. The name of the registered agent at such address is Incorp Services, Inc. The corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada.

Article III

Capital Stock

Section 1.

A.Authorized Shares. The corporation is authorized to issue two classes of shares to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares this corporation is authorized to issue is one hundred ten million (110,000,000), par value $0.001 per share. The number of shares of Common Stock authorized is one hundred million (100,000,000) shares. The number of shares of Preferred Stock authorized is ten million (10,000,000) shares.

B.Forward Stock Split. Effective the close of business on April 28, 2014, or as soon thereafter as determined by the corporation, the outstanding shares of Common Stock of the corporation shall be forward split at the rate of 3.5 shares for each one share outstanding with fractional shares rounded up to the nearest whole share.

Section 2. Series or Classes. Except as provided below, the board of directors is vested with the authority to prescribe the classes, series and the number of each class or series of stock and the voting powers, designations, preferences, limitations, restrictions, and relative rights of each class or series of stock. Holders of Common Stock are not entitled to vote on any amendment to the certificate of incorporation that relates solely to the terms of one or more series of Preferred Stock, so long as the holder of such affected series is entitled to vote on the amendment.

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A.             Common Stock

1.             Voting Rights. Except as otherwise expressly provided by law or in this Article III, each outstanding share of Common Stock shall be entitled to one (1) vote on each matter to be voted on by the shareholders of the corporation.

2.             Liquidation Rights. Subject to any prior or superior rights of liquidation as may be conferred upon any shares of Preferred Stock, and after payment or provision for payment of the debts and other liabilities of the corporation, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the holders of Common Stock then outstanding shall be entitled to receive all of the assets and funds of the corporation remaining and available for distribution. Such assets and funds shall be divided among and paid to the holders of Common Stock, on a pro-rata basis, according to the number of shares of Common Stock held by them.

3.             Dividends. Dividends may be paid on the outstanding shares of Common Stock as and when declared by the Board of directors, out of funds legally available therefore, provided, however, that no dividends shall be made with respect to the Common Stock until any preferential dividends required to be paid or set apart for any shares of Preferred Stock have been paid or set apart.

4.             Residual Rights. All rights accruing to the outstanding shares of the corporation not expressly provided for to the contrary herein or in the bylaws of the corporation, or in any amendment hereto or thereto, shall be vested in the Common Stock.

B.             Preferred Stock

The Board of directors, without shareholder action, may adopt one or more resolutions establishing the voting powers, designations, preferences, limitations, restrictions, and relative rights of the Preferred Stock.

Article IV

Board of Directors

Section 1.             Number of Directors. Subject to the special rights of the holders of any class or series of shares or any resolution or resolutions providing for the issuance of such class or series of shares adopted by the board of directors, the precise number of directors shall be fixed by resolution adopted by the board of directors.

Section 2.              Vacancies and Newly Created Directorships. Subject to the special rights of the holders of any class or series of shares, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the board of directors may fill the vacancy, and if the directors remaining in office are fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office, or a sole remaining director. Any director so chosen shall hold office until the director’s successor is elected and qualified. A decrease in the number of directors shall not shorten the term of an incumbent director.

Article V

Limitation on Personal Liability

To the fullest extent that the NCL or any other law of the State of Nevada as it exists on the effective date of this provision or as thereafter amended permits the limitation or elimination of the liability of directors or officers, no director or officer of the corporation shall be individually liable to the corporation, its shareholders, or creditors for money damages for any action taken, or any failure to take any action, in his or her capacity as a director or officer of the corporation, except as limited by the NCL. No amendment to, or modification or repeal of, this Article V shall adversely affect any right or protection of a director or officer of the corporation existing under this provision with respect to any act or omission occurring before such amendment, modification or repeal.

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Article VI

Acquisition of Controlling interest

The provisions of Sections 378 to 3793, inclusive, of the NCL as it exists on the effective date of this provision or as thereafter amended regarding control share acquisitions shall apply to the corporation. The board of directors may call for the redemption of the control shares to the fullest extent provided in Section 3792 of the NCL as it exists on the effective date of this provision or as thereafter amended. The board of directors shall have the right to determine the rights, if any, of the dissenting stockholders as provided in Section 3793 of the NCL as it exists on the effective date of this provision or as thereafter amended.

Article VII

Combinations with Interested Stockholders

The provisions of Sections 78.411 to 78.444, inclusive, of the NCL regarding combinations with interested stockholders do not apply to the corporation.

IN WITNESS WHEREOF, the corporation has caused these Amended and Restated Articles of Incorporation to be executed by its Chief Executive Officer and Secretary this 16^th day of April 2014.

/s/ Casey Cordes

Casey Cordes, Chief Executive Officer

/s/ David Steinberg

David Steinberg, Secretary

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EX-3.2

Exhibit 3.2

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

OF

 SERIES A CONVERTIBLE PREFERRED STOCK

OF

BALIUS CORP.

Pursuant to Section 78.1955 of the

Nevada Revised Statutes

The undersigned, Casey Cordes, hereby certifies that:

I.  He is the duly elected and acting Chief Executive Officer of Balius Corp., a Nevada corporation (the “Corporation”).

II.  The Articles of Incorporation of the Corporation authorize 10,000,000 shares of preferred stock, $0.001 par value per share (the “Preferred Stock”). No shares of the authorized Preferred Stock have been issued.

III.  The following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) on April 14, 2014, pursuant to the Articles of Incorporation (as defined below) and in accordance with the provisions of the Nevada Revised Statutes.

RESOLUTIONS

WHEREAS, the Board of Directors is authorized by §2(B) of Article III the Corporation’s Amended and Restated Articles of Incorporation dated April 16, 2014, filed in the Nevada Secretary of State’s official records on April 16, 2014, effective April 15, 2014 (the “Articles of Incorporation”), to provide out of the unissued shares of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting power (if any) of such shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series.

WHEREAS, the Board of Directors desires, pursuant to its authority as aforesaid, to designate a series of Preferred Stock, set the number of shares constituting such series and fix the preferences, rights, qualifications, limitations and restrictions of such series.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby designates a series of Preferred Stock and the number of shares constituting such series and fixes the preferences, rights, qualifications, limitations and restrictions relating to such series as follows:

A.DESIGNATION AND RANK. The designation of this series of the Preferred Stock shall be the Series A Convertible Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”). The maximum number of shares of Series A Preferred Stock shall be two hundred thousand (200,000) shares (the “Preferred Shares”). The Series A Preferred Stock shall rank senior to the Common Stock and to all other classes and series of equity securities of the Corporation that by their terms do not rank senior to or on parity with the Series A Preferred Stock. The Series A Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding.

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B.DEFINITIONS. The following capitalized terms shall have the following respective meanings when used in this Certificate of Designations, Preferences and Rights (the “Certificate of Designation”), and shall be equally applicable to both the singular and plural forms of the terms defined herein:

“Available Assets” means in the case or a liquidation, dissolution or winding up of the Corporation, the assets and funds of the Corporation that are legally available for distribution to the stockholders of the Corporation, with the value of such assets and funds determined pursuant to Section D hereof.

“Common Stock” means the common stock, $0.001 par value per share, of the Corporation.

“Conversion Price” means as of any Conversion Date or other date of determination, an amount equal to $1.00, subject to adjustment as provided herein.

“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exchangeable or exercisable for Common Stock.

“Deemed Series A Issue Price” means $1.00 per each share of Series A Preferred Stock (as adjusted for any combinations, subdivisions, reorganizations and recapitalizations or the like of the Series A Preferred Stock).

“Excluded Securities” means shares of Common Stock issued or sold or deemed to have been issued or sold by the Corporation in connection with any employee benefit plan which has been approved by the Board of Directors of the Corporation and a majority of the outstanding shares of Series A Preferred Stock, pursuant to which the Corporation’s securities may be issued to any employee, officer or director for services provided to the Corporation.

“Fundamental Transaction” means that the Corporation shall, without prior consent of the Required Holders, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Corporation is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Corporation to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock.

“Issuance Date” means the original date on which the shares of Series A Preferred Stock were issued by the Corporation.

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“Junior Securities” means any equity securities of the Corporation other than the Series A Preferred Stock.

“Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

“Person” means any individual, partnership (including limited partnership), corporation, limited liability company, association, joint stock company, trust, estate, joint venture, unincorporated organization or governmental entity or department, agency or political subdivision thereof or other entity.

“Required Holders” means the holders of the Preferred Shares representing at least a majority of the shares of Common Stock underlying the Preferred Shares then outstanding.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Liquidation Value” means with respect to each share of Series A Preferred Stock, as of the date of determination, the sum (i) three (3) times the Deemed Series A Issue Price (less receipt of any amount representing a Series A Dividend), plus (ii) all unpaid Series A Dividends and other dividends on such share of Series A Preferred Stock, in each case plus interest accrued thereon, if any.

“Stated Value” means $31.37931.

“Subsidiary” means, with respect to any entity, any corporation, association or other entity of which securities or other ownership interests representing more than fifty percent (50%) of the ordinary voting power are, at the time as of which any determination is being made, owned or controlled by such entity or one or more Subsidiaries of such entity or by such entity and one or more Subsidiaries of such entity.

C.DIVIDENDS.

(1)Series A Dividend. The holders of shares of Series A Preferred Stock shall be entitled to receive, out of funds legally available therefor, a cash dividend in the aggregate amount of $435,000 (the “Series A Dividend”). One half of the Series A Dividend shall be payable upon the generation of cumulative gross revenue of $500,000 or one or more equity financings in the aggregate amount of $500,000. One-half of the Series A Dividend shall be payable upon the generation of cumulative gross revenue of an additional $500,000 or one or more equity financings in the aggregate amount of an additional $500,000. The Series A Dividend shall be paid to the holders of record of shares of Series A Preferred Stock as they appear on the stock register of the Corporation the dated upon which the Series A Dividend becomes payable (the “Dividend Payment Date”). The Series A Dividend shall be due and payable whether or not declared by the Board. If there is not sufficient profits, surplus or other funds of the Corporation legally available for the payment of all Series A Dividends when so declared, then the Corporation shall use that amount of cash legally available for payment of dividends, if any, to pay a portion of the Series A Dividends to the holders of Series A Preferred Stock, which payment shall be distributed ratably among such holders based upon the Series A Dividends that have accrued with respect to each such holder’s shares of Series A Preferred Stock. Any accrued but unpaid Series A Dividends shall accrue interest at the rate of ten percent (10%) per annum for the period commencing on a Dividend Payment Date and continuing until the date on which such portion of the Series A Dividend is paid. The Series A Dividends shall be cumulative such that all accrued and unpaid Series A Dividends and interest thereon shall be fully paid or declared with funds irrevocably set apart for payment thereof before any dividend, distribution or payment can be made or set aside with respect to any Junior Securities. If any Series A Preferred Stock is converted into Common Stock pursuant to Section F hereof, the holder of the Series A Preferred Stock at the time of such conversion shall be entitled to receive on the next Dividend Payment Date a pro rated portion of the Series A Dividend for the portion of such dividend up to and including the date on which such Series A Preferred Stock was so converted.

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(2)Series A Participation in Common Stock Dividend. If at any time pursuant to Section C(3) of this Certificate, the Board shall declare a dividend or distribution on the Common Stock out of funds legally available therefor, then such dividend or distribution shall be paid with respect to each share of Series A Preferred Stock outstanding on the record date for such dividend or distribution as if such share had been converted into a share of Common Stock pursuant to the provisions of Section F of this Certificate.

(3)     Common Stock Dividends. Whenever all accrued and unpaid Series A Dividends and all interest accrued thereon shall have been paid, and not otherwise, the Board may declare a dividend or distribution upon the Common Stock out of funds legally available therefor in such amounts and at such times as the Board may determine. Dividends or distributions so declared by the Board shall be paid to the holders of shares of Common Stock, ratably in proportion to the number of shares of Common Stock held by each such holder (and each holder of Series A Preferred Stock pursuant to Section C(2) of this Certificate) on the date as of which the holders of Common Stock of record entitled to receive such dividends or distributions were determined.

D.LIQUIDATION RIGHTS.

(1)     Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Available Assets of the Corporation shall be distributed to the stockholders of the Corporation in the following manner and priority (provided that if any Available Assets other than cash are to be distributed to the stockholders of the Corporation, then such non-cash Available Assets shall, to the greatest extent practicable, be distributed ratably, subject to the following priority):

(a)First, the holders of each share of Series A Preferred Stock then outstanding shall receive out of the Available Assets and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Assets on any Junior Securities, an amount per share equal to the Series A Liquidation Value with respect to each such share of Series A Preferred Stock (the “Series A Liquidation Preference”). If upon any Liquidation pursuant to this Section D(1) such Available Assets shall be insufficient to permit the holders of the Series A Preferred Stock to receive their full Series A Liquidation Preference, then such Available Assets shall be distributed ratably among the holders of Series A Preferred Stock in proportion to the full Series A Liquidation Preference each such holder is otherwise entitled to receive.

(b)     After distribution to the holders of Series A Preferred Stock of their full Series A Liquidation Preference, the remaining Available Assets, if any, shall be distributed ratably among the holders of the then outstanding Series A Preferred Stock and Common Stock, based on the number of shares of Common Stock held (or deemed held) by each holder assuming all shares of Series A Preferred Stock had been converted into shares of Common Stock pursuant to the provisions of Section F of this Certificate of Designation immediately prior to such Liquidation (determined without regard to Section F(5) hereof) as of the record date for the determination of holders of Common Stock entitled to share in the Available Assets upon Liquidation).

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(c)Commencing sixty days following the Issuance Date, the following shall be deemed to be a Liquidation unless otherwise elected by the Majority Preferred A Holders: (i) the consolidation or merger of the Corporation into or with any other entity or entities (except a consolidation or merger into a Subsidiary or merger in which the Corporation is the surviving corporation and the holders of the Corporation’s voting stock outstanding immediately prior to the transaction constitute the holders of a majority of the voting stock outstanding immediately following the transaction), or any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation’s issued and outstanding voting securities are transferred by the holders thereof to one or more acquiring parties in a single transaction or series or related transactions, or (ii) the sale, lease or other disposition, or the exclusive license, by the Corporation or any of its Subsidiaries of all or substantially all its assets in any transaction or series of related transactions. In the event of any such deemed Liquidation under this Section D(1)(c), all consideration payable to the stockholders of the Corporation in connection with a transaction described in clause (i) above, or all consideration payable to the Corporation and distributable to its stockholders, together with all other available assets of the Corporation (net of obligations owed by the Corporation that are senior to the Preferred Stock), in connection with a transaction described in clause (ii) above, shall be, as applicable, paid by the purchaser or purchasers to the holders of, or distributed by the Corporation in redemption (out of funds legally available therefor) of the Series A Preferred Stock and any Junior Securities in accordance with the preferences and priorities set forth in Section D(1)(a) and (b) above, with such preferences and priorities specifically intended to be applicable in any such transaction described in clauses (i) and (ii) above as if such transaction were a Liquidation.

(d)In addition to any other notice that may be required by the Nevada Revised Statutes, written notice of any Liquidation or deemed Liquidation stating a payment date and the place where said payments shall be made, shall be given by mail, postage prepaid, or by telephone facsimile to non-U.S. residents, not less than fifteen (15) days prior to the earlier of (i) the stockholders’ meeting called to approve such transaction or (ii) the closing of such transaction, to the holders of record of the Series A Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation. The first of such notices shall describe all material terms and conditions of the transaction and of Section D of this Certificate of Designation (including, without limiting the generality of the foregoing, a description of the value of the consideration, if any being offered to the holders of the Series A Preferred Stock in the transaction and the amount to which such holders would be entitled if such transaction were (as described in Section D(1)(c) hereof) to be deemed a Liquidation of the Corporation) and the Corporation shall thereafter give such holders prompt notice of any material changes to such terms and conditions. The transaction shall in no event take place sooner than twenty (20) days after the mailing by the Corporation of the first notice provided for herein or sooner than twenty (20) days after the mailing by the Corporation of any notice of material changes as provided for herein; provided that such periods may be reduced upon the written consent of the Majority Preferred A Holders.

(2)Non-Cash Consideration. In the event of a Liquidation that will involve the payment or distribution of any Available Assets other than cash (it being understood that the value of all cash shall be equal to the aggregate amount thereof), then the value of such non-cash Available Assets shall be their fair market value as determined in good faith by the Board (and written notice of the valuation of such non-cash Available Assets shall be delivered to each holder of Series A Preferred Stock promptly after the determination thereof by the Board); provided, however, that any Available Assets consisting of securities shall be valued as follows:

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(a)     The method of valuation of securities that have been registered under the Securities Act or are otherwise freely tradable without any volume or similar restrictions shall be as follows:

(i)if the securities are then traded on a national securities exchange or the Nasdaq Stock Market (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of such securities on such exchange or system over the 30-day period ending three (3) days prior to Liquidation;

(ii) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to Liquidation; and

(iii) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board.

(b)The valuation of securities that are not freely tradable shall include an appropriate discount from the market value determined as above in subparagraphs (a)(i), (ii) or (iii) of this subsection to reflect the approximate fair market value thereof, as determined in good faith by the Board.

E.VOTING. Each holder of outstanding shares of Series A Preferred Stock shall be entitled, at each meeting of stockholders of the Corporation (and with respect to written consents of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration, to the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible (as adjusted from time to time pursuant to Section F hereof and determined without regard to Section F(8) hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent. Except as provided by law, holders of Series A Preferred Stock shall vote together with the holders Common Stock as a single class.

F.CONVERSION RIGHTS.

(1)Optional Conversion. The Preferred Shares shall be convertible into shares of Common Stock on the terms and conditions set forth in this Section F. Subject to the provisions of Section F(8), at any time or times on or after the Issuance Date, any holder of Preferred Shares shall be entitled to convert any whole number of Preferred Shares into fully paid and nonassessable shares of Common Stock in accordance with Section F(6) at the Conversion Rate (as defined below). The number of shares of Common Stock issuable upon conversion of each Preferred Share pursuant to Section F shall be determined according to the following formula (the “Conversion Rate”): The Stated Value divided by the Conversion Price.

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(2)     Conversion Process. Upon the election to convert, each holder of Series A Preferred Stock shall surrender the certificate or certificates therefor (or the affidavit and indemnification referred to in Section H(2) of this Certificate of Designation with respect thereto in the event such certificate(s) has been lost, stolen or mutilated), duly endorsed or accompanied by duly endorsed stock powers, at the office of the Corporation or any transfer agent for the Series A Preferred Stock or Common Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein the number of shares of Series A Preferred Stock being converted conversion in the form attached hereto as Exhibit I (the “Conversion Notice”). Thereupon the Corporation shall promptly (but in any event within five (5) business days) issue and deliver, or cause to be issued and delivered, to such holder, at no cost to such holder, (i) a certificate or certificates for the number of shares of Common Stock to which such holder is entitled upon such conversion and (ii) a certificate, executed by the Chief Financial Officer of the Corporation (or, if none, more senior officer of the Corporation), setting forth in reasonable detail the Conversion Rate utilized for such conversion and the method used for calculating the Conversion Rate. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock (or the affidavit and indemnification referred to in Section H(2) of this Certificate of Designation with respect thereto) to be converted, and the Person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date and the rights of the holder with respect to such Series A Preferred Stock so converted shall cease (except with respect to the right to receive accrued and unpaid dividends and associated interest thereon, including the Series A Dividend, for the period prior to such Conversion, which shall survive as provided in Section C(1) of this Certificate of Designation). Notwithstanding the foregoing, if a conversion of Series A Preferred Stock is to be made in connection with any transaction affecting the Corporation, the holder may indicate in the Conversion Notice that the holder’s election to convert pursuant to Section F(1) is contingent on the consummation of such transaction, in which case such conversion shall not be deemed to be effective unless and until such transaction has been consummated.

(3)Close of Transfer Books. The Corporation will not close its books against the transfer of shares of Series A Preferred Stock or of Common Stock issued or issuable upon conversion of the Series A Preferred Stock as provided herein in any manner which interferes with the timely conversion of the Series A Preferred Stock.

(4)     Shares Issued Upon Conversion. The Corporation shall pay any and all issue taxes and other taxes and costs that may be payable in respect of the issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock. All shares of Common Stock which are issuable upon conversion of shares of Series A Preferred Stock, when issued, will be duly and validly issued and free from all taxes, liens, encumbrances and charges. The Corporation shall take all such actions as may be necessary to assure that all shares of Common Stock may be so issued without violation of any applicable law or governmental regulation.

(5)     Fractional Shares. The Corporation shall not issue any fraction of a share of Common Stock upon any conversion. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series A Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of Common Stock. If, after the aforementioned aggregation, the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round such fraction of a share of Common Stock to the nearest whole share.

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(6)Adjustments to Conversion Price. The Conversion Price will be subject to adjustment from time to time as provided in this Section F(6).

(a)     Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuance Date and while any Preferred Shares are outstanding, the Corporation issues or sells, or in accordance with this Section F(6) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Corporation but excluding Excluded Securities) for no consideration or a consideration per share (the “New Securities Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such time (the “Applicable Price”) (the foregoing, a “Dilutive Issuance”), then immediately after such issue or sale, the Conversion Price then in effect shall be reduced to an amount equal to the New Securities Issuance Price. For purposes of determining the New Securities Issuance Price under this Section F(6)(a), the following shall be applicable:

(i)Issuance of Options. If the Corporation in any manner grants or sells any Options (not including Excluded Securities) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Option for such price per share. For purposes of this Section F(6)(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Corporation with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion, exchange or exercise of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities (not including Excluded Securities) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section F(6)(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Corporation with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section F(6)(a), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options (not including Excluded Securities), the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities (not including Excluded Securities), or the rate at which any Convertible Securities (not including Excluded Securities) are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section F(6)(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance of the Preferred Shares are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

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(iv) Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of $0.001. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Corporation therefor. If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation will be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Corporation will be the arithmetic average of the Closing Sale Prices of such securities during the ten (10) consecutive trading days ending on the date of receipt of such securities. The fair value of any consideration other than cash or securities will be determined jointly by the Corporation and the holders of at least a majority of the Preferred Shares then outstanding. If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. If the Required Holders and the Corporation are unable to reach agreement within ten days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within fifteen business days after the tenth (10^th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation.

(v)Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (I) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (II) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

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(b)     Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Corporation at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares and the Conversion Price in effect immediately prior to such combination will be proportionately increased.

(c)     Other Events. If any event occurs of the type contemplated by the provisions of this Section F(6) but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Corporation’s Board of Directors will make an appropriate adjustment in the Conversion Price so as to protect the rights of the holders of the Preferred Shares; provided that no such adjustment will increase the Conversion Price as otherwise determined pursuant to this Section 2(e).

(d)     Notices.

(i) Immediately upon any adjustment of the Conversion Price pursuant to this Section F(6), the Corporation will give written notice thereof to each holder of Preferred Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment.

(ii)The Corporation will give written notice to each holder of Preferred Shares at least ten (10) Business Days prior to the date on which the Corporation closes its books or takes a record (I) with respect to any dividend or distribution upon the Common Stock, (II) with respect to any pro rata subscription offer to holders of Common Stock or (III) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided that such information shall be made known to the public prior to or in conjunction with such notice being provided to such holder.

(iii) The Corporation will also give written notice to each holder of Preferred Shares at least ten (10) Business Days prior to the date on which any Fundamental Transaction, dissolution or liquidation will take place, provided that such information shall be made known to the public prior to or in conjunction with such notice being provided to such holder.

(7)     Fundamental Transactions. The Corporation shall not enter into or be party to a Fundamental Transaction unless notice of the proposed Fundamental Transaction shall be given to the holders of the Preferred Shares at least seventy-five (75) days prior to consummation of the proposed Fundamental Transaction. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of the Preferred Shares. In the event of a Fundamental Transaction, the holders of the Preferred Shares shall have the right to convert all or a portion of their Preferred Shares in accordance with this Section F.

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(8)Limitation on Beneficial Ownership. The Corporation shall not effect any conversion of Series A Preferred Stock, and no holder shall have the right to convert any Series A Preferred Stock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Person’s affiliates) would have acquired, through conversion of Series A Preferred Stock or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.  For purposes of the foregoing, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted shares of Series A Preferred Stock not then convertible due to the limitations of this Section F(5) and beneficially owned by such person or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained in this Section beneficially owned by such person or any of its affiliates.  For purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  For purposes of this Section, in determining the number of outstanding shares of Common Stock, a holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Corporation’s most recent Form 10-K, Form 10-Q, or Form 8-K, as the case may be, (2) a more recent public announcement by the Corporation, or (3) a more recent notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”).  If the Corporation receives a Conversion Notice from a holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Corporation (i) shall notify such holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section, to exceed the Maximum Percentage, the holder must notify the Corporation of a reduced number of shares of Common Stock to be issued pursuant to such Conversion Notice (the number of shares by which such conversion is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Corporation shall return to the holder any shares of Series A Preferred Stock delivered by the holder for the Reduction Shares.  For any reason at any time, upon the written request of any holder of Series A Preferred Stock, the Corporation shall within one (1) Business Day following the receipt of such notice, confirm orally and in writing to any such holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series A Preferred Stock, by such holder and its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the holder upon the conversion of the Series A Preferred Stock results in the holder being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the holder’s aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the holder shall not have the power to vote or to transfer the Excess Shares.  As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Corporation shall return to the holder any shares of Series A Preferred Stock delivered by the holder for the Excess Shares.  Upon delivery of a written notice to the Corporation, any holder of Series A Preferred Stock may from time to time increase or decrease the Maximum Percentage to any other percentage (not in excess of 9.99%) specified in such notice; provided, that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation, and (ii) any such increase or decrease will apply only to the holder providing such written notice and not to any other holder.  In the event that the Corporation cannot issue any shares of Common Stock to a holder solely by reason of this Section F(5) (such shares, the “Limited Shares”), notwithstanding anything to the contrary contained herein, the Corporation shall not be required to pay cash in lieu of the payment that otherwise would have been made in such Limited Shares, but shall hold any such Limited Shares in abeyance for such holder until such time, if ever, that the delivery of such Limited Shares shall not cause the holder and its affiliates to exceed the Maximum Percentage, at which time such holder shall be delivered such Limited Shares to the extent such Limited Shares may be delivered to such holder without causing the holder and its affiliates to exceed the Maximum Percentage.  The provisions of this Section F(5) shall be construed and implemented in strict conformity with the terms of this Section F(5) and otherwise in a manner to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.  For purposes of clarity, the shares of Common Stock underlying the shares of Series A Preferred Stock in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act.  The limitation as contained in this paragraph may not be waived and shall apply to a successor holder of Series A Preferred Stock. Notwithstanding the foregoing, upon 60 days’ prior written notice received from the holder(s) of all of outstanding shares of Series A Preferred Stock requesting conversion of all outstanding shares in connection with a transaction pursuant to Section F(7) above, the Corporation shall convert all of the outstanding shares of Series A Preferred Stock without regard to the limitations of this Section F(5).

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(9)     Reservation of Common Stock. The Corporation shall, so long as any shares of Series A Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Stock, such number of shares of Common Stock equal to the aggregate number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Series A Preferred Stock then outstanding. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, the Corporation shall promptly take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Designation. The initial number of shares of Common Stock reserved for conversions of the Series A Preferred Stock and any increase in the number of shares so reserved shall be allocated pro rata among the holders of the Series A Preferred Stock based on the number of shares of Series A Preferred Stock held by each holder of record at the time of issuance of the Series A Preferred Stock or increase in the number of reserved shares, as the case may be. In the event a holder shall sell or otherwise transfer any of such holder’s shares of Series A Preferred Stock, each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such transferor. Any shares of Common Stock reserved and which remain allocated to any person or entity that does not hold any shares of Series A Preferred Stock shall be allocated to the remaining holders of Series A Preferred Stock, pro rata based on the number of shares of Series A Preferred Stock then held by such holder.

G.OTHER SECURITIES. Subject to any limitations contained in this Certificate of Designation and the Corporation’s Articles of Incorporation, the Board of Directors of the Corporation reserves the right to establish additional classes and/or series of capital stock of the Corporation and to designate the preferences, limitations and relative rights of any such classes and/or series; provided, however, that no such class and/or series may have preferences, limitations and relative rights which are superior to or senior to the preferences, limitations and relative rights granted to the holders of the Series A Preferred Stock.

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H.MISCELLANEOUS.

(1)Registration of Transfer. The Corporation will keep at its principal office a register for the registration of shares of Series A Preferred Stock. Upon the surrender of any certificate representing Series A Preferred Stock at such place, the Corporation will, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Series A Preferred Stock represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of Series A Preferred Stock as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate, and dividends will accrue on the shares of Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such shares of Series A Preferred Stock represented by the surrendered certificate.

(2)Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Series A Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Corporation (provided that if the holder is an institutional investor, its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall cancel, or cause to be cancelled, on its books such lost, stolen, destroyed or mutilated certificate and shall (at the Corporation’s expense) issue and deliver, or cause to be issued and delivered, in lieu of such certificate a new certificate of like kind representing the number of shares of Series A Preferred Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends will accrue on the shares of Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such shares of Series A Preferred Stock represented by the such lost, stolen, destroyed or mutilated certificate.

(3)       Notices, Consents, Etc. Except as otherwise set forth herein, any notices, consents or other communications required to be sent or given hereunder shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) sent by first class, registered or certified mail, in all such cases with postage prepaid, or (c) delivered by a recognized overnight courier service to (x) the Corporation at its principal office and (y) any stockholder (and its legal counsel) at the addresses on record for such stockholder at the Corporation (unless otherwise indicated in writing by any such holder). The date of service of such notice shall be (i) the date such notice is personally delivered, (ii) five (5) days after the date of mailing if sent by domestic first class, certified or registered mail, (iii) ten (10) days after the date of mailing if sent by international first class, certified or registered mail and (iv) one (1) business day after date of delivery to the overnight courier if sent by overnight courier.

(4)       Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder’s right to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate of Designation. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Corporation (or the performance thereof). The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of the Series D Preferred Stock and that the remedy at law for any such breach may be inadequate. The Corporation therefore agrees that, in the event of any such breach or threatened breach, the holders of the Series D Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

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(5)Specific Shall Not Limit General; Construction. No specific provision contained in this Certificate of Designation shall limit or modify any more general provision contained herein. This Certificate of Designation shall be deemed to be jointly drafted by the Corporation and all initial purchasers of the Series D Preferred Stock and shall not be construed against any person as the drafter hereof.

(6)Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series D Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

(7)Event of Default. In the event of a breach by the Corporation of any provision of Section C, Section D, Section E, Section F or Section G herein (each, a “Event of Default”), in addition to any other remedies as provided in Section H(4) herein (a) the Corporation shall, promptly and in any event within two Business Days of the date the Corporation first becomes aware of such Event of Default, provide written notice of such Event of Default to each holder of Series D Preferred Stock, and (b) the Preferred Dividend shall automatically on or as of the date of such Event of Default increase to a rate per annum of 20% of the Stated Value, payable in cash on a monthly basis on the 15^th day of each month, without prejudice to any other remedy that may be available to the holders of Series D Preferred Stock, until such Event of Default is cured or remedied by the Corporation; provided, however, that notwithstanding the foregoing, holders of at least a majority of the outstanding shares of the Series D Preferred Stock may waive an Event of Default and the provisions of this Section H(7) with respect thereto.

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IN WITNESS WHEREOF, Balius Corp. has caused this Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock to be signed by Casey Cordes, its Chief Executive Officer, and David Steinberg, its Secretary, this 16^th day of April, 2014.

BALIUS CORP.

By: /s/ Casey Cordes

Name:    Casey Cordes

Title:    Chief Executive Officer

Attest:

By:/s/ David Steinberg

Name:     David Steinberg

Title:    Secretary

[Signature Page to Certificate of Designation]

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EXHIBIT I

Balius Corp.
CONVERSION NOTICE

Reference is made to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Balius Corp. (the “Certificate of Designation”). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock, $0.001 par value per share (the “Preferred Stock”), of Balius Corp., a Nevada corporation (the “Corporation”), indicated below into shares of Common Stock, $0.001 par value per share (the “Common Stock”), of the Corporation, by tendering the stock certificate(s) representing the share(s) of Preferred Stock specified below as of the date specified below.

Date of Conversion: ____________________

Number of shares of Preferred Stock to be converted: __________________

Stock certificate no(s). of Preferred Stock to be converted: ____________________

The shares of Common Stock issuable upon such conversion have been sold pursuant to the

Registration Statement: YES ____          NO____

Please confirm the following information:

Conversion Price: ___________________

Number of shares of Common Stock to be issued: ____________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: ____________________

Please issue the Common Stock into which the shares of Preferred Stock are being converted and, if applicable, any check drawn on an account of the Corporation, in the following name and to the following address:

Issue to:	____________________
	____________________
Facsimile Number:	____________________
Authorization:	____________________
	By:  ________________
	Title:  _______________
	Dated: ______________

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EX-21

Exhibit 21

LIST OF SUBSIDIARIES

The sole subsidiary of the registrant is Apptigo Inc., a Nevada corporation.

EX-99.1

Exhibit 99.1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Apptigo, Inc.

We have audited the accompanying balance sheets of Apptigo, Inc. (A Development Stage Company) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2013 and for the period from October 31, 2012 (Inception) through December 31, 2012. These financial statements are the responsibility of the entity’s management. 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 Company 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the financial position of Apptigo, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the year ended December 31, 2013 and for the period from October 31, 2012 (Inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations and has a net loss from operation that 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 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ L.L. Bradford & Company, LLC

Las Vegas, NV

April 16, 2014

1

Apptigo, Inc.

(A Development Stage Company)

Balance Sheets

	December 31			December 31
Assets	2013			2012
Current assets
Cash	$	938		$	–
Total current assets		938			–
Application design		92,500			20,000
Total assets	$	93,438		$	20,000
Liabilities and Stockholders' Equity
Convertible promissory note	$	62,833		$	–
Total current liabilities		62,833			–
Stockholders' equity
Common stock, $0.01 par value; 75,000 authorized; 75,000 shares issued and outstanding as of December 31, 2013 and 2012, respectively		750			750
Series A preferred stock payable		60,000			20,000
Accumulated deficit		(30,145	)		(750	)
Total stockholders' equity		30,605			20,000
Total liability and stockholders' equity	$	93,438		$	20,000

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

2

(A Development Stage Company)

Statements of Operations

	From						From
	Inception						Inception
	For the			October 31,			October 31,
	year			2012			2012
	ended			through			through
	December 31			December 31			December 31
	2013			2012			2013
Revenue	$	–		$	–		$	–
Operating expenses
Selling, general and administrative expenses		2,703			750			3,453
Professional fees - related party		23,859			–			23,859
Total operating expenses		26,562			750			27,312
Other income/expense
Interest expense		2,833			–			2,833
Total other income/expense		2,833			–			2,833
Loss before income tax		(29,395	)		(750	)		(30,145	)
Provision for income tax		–			–			–
Net Loss	$	(29,395	)	$	(750	)	$	(30,145	)
Basic loss per common share	$	(0.39	)	$	(0.01	)	$	(0.40	)
Basic weighted average common shares outstanding		75,000			75,000			75,000

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

3

Apptigo, Inc.

(A Development Stage Company)

Statement of Stockholders' Equity

	Common		Common		Series A Preferred
	Stock		Par		Stock		Accumulated
	Shares		Amount		Payable		Deficit			Total
Beginning Balance October 31, 2012 (Inception)		–	$	–	$	–	$	–		$	–
Sale of common stock		75,000		750		–		–			750
Preferred stock payable		–		–		20,000		–			20,000
Net loss		–		–		–		(750	)		(750	)
Ending Balance- December 31, 2012		75,000	$	750	$	20,000	$	(750	)	$	20,000
Preferred stock payable		–		–		40,000		–			40,000
Net Loss		–		–		–		(29,395	)		(29,395	)
Ending Balance December 31, 2013		75,000	$	750	$	60,000	$	(30,145	)	$	30,605

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

4

Apptigo, Inc.

(A Development Stage Company)

Statements of Cash Flows

				From			From
				Inception			Inception
	For the			October 31,			October 31,
	year			2012			2012
	ended			through			through
	December 31			December 31			December 31
	2013			2012			2013
Cash flows from operating activities
Net loss	$	(29,395	)	$	(750	)	$	(30,145	)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest expense		2,833			–			2,833
Net cash used in operating activities		(26,562	)		(750	)		(27,312	)
Cash flows from investing activities
Application design		(72,500	)		(20,000	)		(92,500	)
Net cash used in investing activities		(72,500	)		(20,000	)		(92,500	)
Cash flow from financing activities
Proceeds from convertible promissory note		60,000			–			60,000
Proceeds from sale of common stock		–			750			750
Proceeds from Series A preferred stock payable		40,000			20,000			60,000
Net cash provided by financing activities		100,000			20,750			120,750
Net increase in cash		938			–			938
Cash at beginning of period		–			–			–
Cash at end of period	$	938		$	–		$	938
Supplemental disclosure of cash flow information
Cash paid during period for
Cash paid for interest	$	–		$	–		$	–
Cash paid for income taxes	$	–		$	–		$	–

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

5

Apptigo, Inc.

(A Development Stage Company)

Notes to Financial Statements

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of Apptigo, Inc., a Nevada corporation (the "Company"), have been prepared in accordance with generally accepted accounting principles. In the opinion of management, financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of December 31, 2013.

Year-End 

The Company has selected December 31 as its year end.

Development Stage Company 

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include negotiating distribution agreements and marketing the territory for product distribution outlets.  The Company, while seeking to implement its business plan, will look to obtain additional debt and/or equity related funding opportunities. The Company has not generated any revenues since inception.

Use of Estimates 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Such estimates and assumptions have an impact on the fair value of share-based payments, estimates and the valuation allowance for deferred tax assets due to continuing and expected future operating losses.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Going Concern

The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $29,395 for the year ended December 31, 2013 and had an accumulated deficit of $30,145 as of December 31, 2013.  The Company has net working capital deficit of $61,895 as of December 31, 2013.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to obtain additional financing depends on the availability of its borrowing capacity, the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company’s control.

We will need additional investments in order to continue operations to cash flow break even. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

Fair Value of Financial Instruments 

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

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• Level 1:  Observable inputs such as quoted prices in active markets;

• Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments are convertible debenture. The recorded values of its notes payable approximate their fair values based on their short-term nature.

Share-based Compensation 

The Company recognizes share-based compensation, including stock option grants, warrants, restricted stock grants and stock appreciation rights, at their fair value on the grant date. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.  Compensation expense is generally recognized on a straight-line basis over the service period.  

Dividends 

The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on earnings, capital requirements and financial condition, as well as other relevant factors.   The Company does not intend to pay any cash dividends in the foreseeable future but intend to retain all earnings, if any, for use in the business.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition

Intellectual Properly

Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 15 years.

Software Development Costs

Research and development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred for development are capitalized and depreciated over their estimated useful lives being 3 years up to 15 years.

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Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

Net Loss per Common Share

Basic and diluted loss per common share amounts are computed based on net loss divided by the weighted average number of common shares outstanding.

Management Estimates

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

2. APPLICATION DESIGN

The Company has contracted for the development of software to develop and distribute mobile application for smart phones.  Completion of the application is anticipated to be implemented during the second quarter 2014.  A total of $92,500 has been paid to development as of December 31, 2013.

3. EQUITY

Common Stock

The Company formed in the state of Nevada on October 31, 2012. The Company has authorized capital of 75,000 shares of common stock with a par value of $0.01.

The Company issued all outstanding shares of common stock to its two founding owners for $750.

Series A Preferred Stock Payable

The Company entered into a preferred stock purchase agreement for the amount of $60,000. The note is converted into Preferred Stock upon the Company’s filing of articles of amendment providing it with a sufficient number of authorized shares of preferred stock to effectuate the foregoing stock purchase. See Note 7, Subsequent Events.

4. CONVERTIBLE PROMISSORY NOTE

		December 31, 2013
December 31, 2012	$	–
Additional principal		60,000
Accrued interest		2,833
December 31, 2013		62,833

The Company issued a 12% Convertible Promissory Note in the amount of $80,000. As of December 31, 2013, the Company received $60,000 (see Note 7, Subsequent Events). The note is convertible into Preferred Stock upon the Company’s filing of articles of amendment providing it with a sufficient number of authorized shares of preferred stock to effectuate the foregoing conversion. As of December 31, 2013 the accrued interest on this note totals $2,833.

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5.  INCOME TAX

The Company had net operating loss carry forwards for income tax reporting purposes of $29,395 and $750 as of December 31, 2013 and 2012, respectively.  These carry forwards may be used to offset against future taxable income and begin to expire in the year 2029.  Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business.  Therefore, the amount available to offset future taxable income may be limited. 

No tax benefit has been reported in the financial statements for the realization of loss carry forwards, as the Company believes there is high probability that the carry forwards will not be utilized in the foreseeable future.  Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2013 and 2012 are as follows:

	December 31, 2013			December 31, 2012
Deferred tax asset:
Net operating loss	$	29,935		$	750
Income tax rate		35	%		35	%
		10,477			263
Less valuation allowance		(10,477	)		(263	)
Deferred tax asset	$	–		$	–

Through December 31, 2013, a valuation allowance has been recorded to offset the deferred tax assets related to the net operating losses.  

6. RELATED PARTY TRANSACTIONS

David Steinberg, President of the Company, owns Steinberg Design Group and is a major subcontractor used for the development of the Company’s application design. As of December 31, 2013 and 2012, the Company has paid Steinberg Design Group a total of $61,000 and $20,000, respectively.

For the year ended 2013, the Company paid its CEO $23,859 for services performed throughout the year.

7.  SUBSEQUENT EVENTS

On April 14, 2014, the Company filed an Amended and Restated Articles of Incorporation with the state of Nevada creating a new class of preferred shares which authorizes 1,000,000 preferred shares of stock at a par value of $0.01.

The Company filed a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock with the state of Nevada on April 14, 2014, to provide out of the unissued shares of Preferred Stock, for a series of Preferred Stock. (Series A Convertible Preferred Stock, $0.01 par value per share). The maximum number of shares of Series A Preferred Stock shall be 200,000 shares. The Series A Preferred Shares provide the following.

• The liquidation value, as of the date of determination is the sum (i) three times the Deemed Series A Issue Price (less receipt of any amount representing a Series A Dividend), plus (ii) all unpaid Series A Dividends and other dividends on such share of Series A Preferred Stock, in each case plus interest accrued thereon, if any.

• Holders of Series A Preferred Shares shall be entitled to receive, a cash dividend in the aggregate amount of $435,000. One half of the Series A Dividend shall be payable upon the generation of cumulative gross revenue of $500,000 or one or more equity financings in the aggregate amount of $500,000. One-half of the Series A Dividend shall be payable upon the generation of cumulative gross revenue of an additional $500,000 or one or more equity financings in the aggregate amount of an additional $500,000. Holders of Series A shall participation in Common Stock Dividends.

• The Series A Preferred Stock shall be convertible, at the option of the each holder or holders thereof acting as a group, at any time, at the rate of 31. 37931 per share of Series A Preferred Stock, subject to adjustment in the event of issuances at less than the stated Conversion Price.

9

During the first quarter of 2014, the Company received an additional $20,000 Convertible Promissory Note.

On April 14, 2013, the Company converted the outstanding balance of the Convertible Promissory Note of $80,000 including accrued interest of $4,909 and the balance of the stock purchase of $60,000. The total amount of the Convertible Promissory Note, outstanding accrued interest and the stock purchase agreement was converted to 144,909 shares of Series A Preferred Stock for $1.00 per share.

On April 14, 2014, the Company entered into a share exchange agreement with Balius Corp. Pursuant to the agreement Balius will issue 4,900,000 common shares and 145,000 share of Series A Preferred Stock to current shareholders At the close of the transaction Apptigo will become a wholly owned subsidiary of Balius. After the closing of the transaction, Balius will change its name to Apptigo International, Inc. and assume operation of Apptigo, Inc. In connection with the closing, 10,000,000 shares of Balius common stock will be purchased, according to a repurchase agreement, for the amount of $10. The repurchase stock will be cancelled.

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EX-99.2

Exhibit 99.2

Apptigo

(A Development Stage Company)

Condensed Pro Forma Balance Sheet

											Pro Forma
							Pro Forma				Balance
	Apptigo			BALI			Adjustments			Notes	Sheet
Assets
Current assets
Cash	$	938		$	2,776		$	20,000		A-1	$	23,714
Prepaid expense		–			6,000			–				6,000
Total current assets		938			8,776			20,000				29,714
Application Design		92,500			–			–				92,500
Total assets	$	93,438		$	8,776		$	20,000			$	122,214
Liabilities and Stockholders' Equity
Current Liabilities
Convertible debenture	$	62,833		$	–		$	22,100		A-1
								(84,933	)	A-2		–
Loan from shareholder					2,424						$	2,424
Total Current Liabilities		62,833			2,424			(62,833	)			2,424
Long term Liabilities
Long-term line of credit payable		–			–			–				–
Total long term liabilities		–			–			–				–
Total Liabilities		62,833			2,424			(62,833	)			2,424
Stockholders' Equity
Series A Preferred Share Payable		60,000						(60,000	)	A-2		–
Series A Preferred Shares, $0.01 par value 10,000,000 authorized, 144,500 shares issued and outstanding at December 31, 2013								1,450		A-2		1,450
Common shares, $0.01 par value 100,000,000 shares authorized 7,450,000 shares issued and outstanding as of December 31, 2013		750			12,550			(750	)	D
								4,900		B
								(10,000	)	C		7,450
Additional paid in capital		–			22,950			(4,900	)	B
								143,483		A-2
								10,000		C
								750		D		172,283
Accumulated deficit		(30,145	)		(29,148	)		(2,100	)	A-1		(61,393	)
Total stockholders' equity		30,605			6,352			82,833				119,790
Total liability and stockholders' equity	$	93,438		$	8,776		$	20,000			$	122,214

1

				Debit	Credit
A	Conversion of Stock purchase, convertible debenture into Series A Preferred stock
	A-1	Additional principle and accum interest for convertible debenture through 3/31/14
		Cash		20,000
		Convertible Debenture			20,000
		Accum Deficit (posted to interest expense)		2,100
		Convertible Debenture - Accum Interest			2,100
	A-2	Conversion to Preferred  144,933
		Convertible Debenture		84,933
		Series A Preferred Payable		60,000
		Series A Preferred			1,450
		Additional Paid in Capital			143,483
B	Reflects the issuance of shares for the acquisition of 100% of Apptigo Inc
		4,900,000	Common stock
		144,500	Series A Preferred stock
		Additional paid in capital		4,900
		Common stock			4,900
C	Repurchase 10,000,000 shares common stock from Mr Gladky for $10
		Common stock		10,000
		Additional paid in capital			10,000
D	Reflects the consolidation of Apptigo into the company, reflecting Apptigo as the acquirer
	and BALI as the acquiree.
		Common stock		750
		Additional Paid in Capital			750

2

Apptigo, Inc

(A Development Stage Company)

Condensed Pro Forma Statement of Operation

												Pro Forma
								Pro Forma				Statement of
		Apptigo			BALI			Adjustments		Notes		Operations
Revenue	$	–		$	3,587		$	–			$	3,587
Cost of goods sold		–			2,000			–				2,000
Gross Profit		–			1,587			–				1,587
Operating expenses
Selling, general and administrative expenses		2,703			30,437			–				33,140
Professional fees - related party		23,859			–			–				23,859
Total operating expenses		26,562			30,437			–				56,999
Other Income (Expense)
Interest expense		2,833			–			2,100		A-1		4,933
Total Other Income (Expense)		2,833			–			2,100				4,933
Loss before income tax		(29,395	)		(28,850	)		(2,100	)			(60,345	)
Provision for income tax		–			–			–				–
Net Loss	$	(29,395	)	$	(28,850	)	$	(2,100	)		$	(60,345	)

3