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FILED: NEW YORK COUNTY CLERK 09/09/2015 01:55 AM

NYSCEF DOC. NO. 36

INDEX NO. 652363/2014


RECEIVED NYSCEF: 09/09/2015

SUPREME COURT OF THE STATE OF NEW YORK


COUNTY OF NEW YORK
--------------------------------------X
HANOVER HOLDINGS I, LLC,
:
:
Plaintiff,
:
Index No. 652363/2014
:
- against :
AFFIRMATION OF
:
JOHN H. SNYDER
YIPPY, INC., MAHOMA INVESTING, LTD.,
:
and RICHARD GRANVILLE,
:
:
Defendants.
:
--------------------------------------X
JOHN H. SNYDER, ESQ. affirms as follows:
1.

I am counsel to Defendants in the above-captioned action. I submit

this Affirmation for the purpose of putting before the Court certain documents
referenced in the accompanying Memorandum of Law.
2.

Exhibits 1-4, attached hereto, are true and correct copies of Yippys

publicly filed annual reports for 2012, 2013, 2014 and 2015, respectively.
3.

I affirm under penalty of perjury that the foregoing is true and correct.

This affirmation is executed in New York, New York on September 8, 2015.

___________________________
John H. Snyder, Esq.

Annual Report
Year Ended May 31, 2012

YIPPY, Inc.
(a Nevada Corporation)
Current Trading Symbol: YIPI.PK
CUSIP Number: 98584Y103

Tax ID Number: 98-0585450

WE PREVIOSLY WERE A SHELL COMPANY AND ARE NOT CURRENTLY A


REPORTING COMPANY AS THAT TERM IS DEFINED IN THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND THEREFORE, THE EXEMPTION
OFFERED PURSUANT TO RULE 144 IS NOT CURRENTLY AVAILABLE. ANYONE
WHO PURCHASED SECURITIES DIRECTLY OR INDIRECTLY FROM US OR ANY
OF OUR AFFILIATES IN A TRANSACTION OR CHAIN OF TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING CANNOT SELL SUCH SECURITIES IN AN
OPEN MARKET TRANSACTION.

PART A GENERAL COMPANY INFORMATION


Item 1. The Exact Name of the Issuer and its Predecessor.

Yippy, Inc., a Nevada corporation (hereinafter referred to as the Company or


Yippy).

Formerly Cinnabar Ventures, Inc. until April 2010 (Certificate of Amendment to


the Companys Articles of Incorporation filed with the Nevada Secretary of State
on April 15, 2010, as filed with the United States Securities and Exchange
Commission (the SEC) as Exhibit 3.1 to the Companys Current Report on
Form 8-K on May 10, 2010).

Item 2. The Address of the Issuers Principal Executive Offices.


Yippy, Inc.
17595 S. Tamiami Trail, Suite 300
Fort Myers, FL 33908
Phone Number: 877-947-7901
Fax Number: 239-432-9870
Email: info@yippyinc.com
Website: www.yippy.com
Item 3. The Jurisdiction and Date of the Issuers Incorporation or Organization.
The Company was originally organized under the corporate laws of the State of Nevada on May
24, 2006.
PART B SHARE STRUCTURE
Item 4. The Exact Title and Class of Securities Outstanding.
Class of Securities: Common
CUSIP Number: 9858Y103
Trading Symbol: YIPI.PK
Item 5. Par or Stated Value and Description of the Security.
A. Par or Stated Value
Common Stock, par value $0.001 per share
B. Description of Common Stock
The holders of shares of common stock have no subscription, redemption, subscription, sinking
fund or conversion rights. In addition, the holders of shares of common stock have no

preemptive rights to maintain their percentage of ownership in future offerings or sales of our
stock. The holders of shares of common stock have one vote per share in all elections of
directors and on all other matters submitted to a vote of our stockholders. The holders of
common stock are entitled to ratably receive dividends, if any, as and when declared from time
to time by our board of directors out of funds legally available therefore. Upon liquidation,
dissolution or winding up of our affairs, the holders of common stock will be entitled to
participate equally and ratably, in proportion to the number of shares held, in our net assets
available for distribution to holders of common stock. The shares of common stock currently
outstanding are fully paid and non-assessable. There is no provision in the Companys articles of
incorporation or bylaws that would delay, defer, or prevent a change in control of the issuer.
Item 6. The Number of Shares of Total Amount of the Securities Outstanding for Each
Class of Securities Authorized.
PERIOD END DATE
May 31, 2012
May 31, 2011
Number of Authorized Shares

75,000,000

75,000,000

Number of Outstanding Shares

53,173,544

22,260,000

Public Float

8,040,000

4,020,000

No. of Beneficial Shareholders

1067

1033

Total No. of Shareholders of Record

187

15

Item 7. The Name and Address of the Transfer Agent.


PACIFIC STOCK TRANSFER COMPANY
4045 South Spencer Street, Suite 403
Las Vegas, NV 89119
Tel: (702) 361-3033
Fax: (702) 433-1979
E-mail: info@pacificstocktransfer.com
Pacific Stock Transfer Company is registered under the Exchange Act and is an SEC approved
transfer agent, under the regulatory authority of the SEC.
PART C BUSINESS INFORMATION
Item 8. The Nature of the Issuers Business.
A. Business Development
1. The form of organization of the issuer.

Yippy, Inc., a Nevada corporation.

2. The year that the issuer was organized.

The Company was incorporated on May 24, 2006.

3. The issuers fiscal year end date.

May 31.

4. Whether the issuer has been in bankruptcy, receivership, or any similar proceeding.

Neither the Company nor any of its predecessors have been in bankruptcy, receivership
or any similar proceeding.

5. Any material reclassification, merger, consolidation, or purchase or sale of a significant


amount of assets.

On January 26, 2010, the Company completed the acquisition of Yippy Soft, Inc.,
a Delaware corporation (formerly Yippy, Inc.) (Yippy Soft). On the Closing
Date, the Company acquired 100% of the issued and outstanding Yippy Soft
common stock from the Yippy Soft shareholders. In exchange for the Yippy Soft
common stock, the Company issued 2,340,000 shares of the Companys common
stock to the Yippy Soft shareholders, at such time representing approximately
10.51% of the issued and outstanding common stock of the Company. Through
its acquisition of Yippy Soft, the Company acquired rights to 100% of the assets
of Yippy Soft.

On April 15, 2010, the Company changed its name from Cinnabar Ventures, Inc.
to Yippy, Inc. and applied for a new CUSIP and trading symbol.

On May 17, 2010, the Company entered into a license agreement with Vivsimo,
Inc., a subsidiary of IBM, Inc. (Vivsimo), granting the Company a fully
transferable (sale of company), perpetual, unlimited (users), non-exclusive, worldwide right to the use of Velocity, a software information optimization platform
that unifies access to secure business repositories, presents relevant information
and enables knowledge sharing across an enterprise, for use in connection with
computer applications currently being developed by the Company. In connection
with the license agreement, the Company acquired the domain Clusty.com, a
metasearch engine, and all sub-domains and scripts related thereto, pursuant to a
purchase agreement. Vivsimo agreed not to compete with the Company in
consumer search for a period of two years. Total consideration paid to Vivsimo
under the purchase agreement and license agreement was approximately
$5,550,000 (the Acquisition Price). The Acquisition Price included two cash
payments and the issuance of two convertible promissory notes, each bearing

interest at a rate of four percent (4%) per annum (together, the Notes). Vivsimo
had the option, at the maturity of either or both of the Notes, to elect to convert
the principal and interest then due into shares of the Companys common stock
(Conversion Shares) at a price of $2.00 per share. On December 5, 2011, the
Company issued 5,250,000 shares of the Companys common stock to Vivsimo
in consideration for the conversion of the Notes, and received an extension on the
non-compete until May 16, 2013.

On August 1, 2012, the Company entered into a share exchange agreement, by


and among the Company, Yippy Labs, Inc., Macte! Labs, Inc. and the
shareholders of Macte! Labs, Inc. Pursuant to the terms of the share exchange
agreement, Yippy Labs, Inc. acquired 100% of the issued and outstanding shares
of Macte! Labs, Inc. from the Macte! Lab, Inc. shareholders in exchange for
shares of Yippy Labs, Inc. The shares of Yippy Labs, Inc. are exchangeable into
shares of the Company upon the satisfaction of certain events.

6. Any default of the terms of any note, loan, lease, or other indebtedness of financing
arrangement requiring the issuer to make payments.

The Company is current on all obligations.

7. Any change of control.

On September 9, 2009, the Company entered into a material agreement with


Belmont Partners, LLC, a Virginia limited liability company (Belmont), by
which Belmont acquired the majority of the issued and outstanding common stock
of the Company. Belmont purchased Five Million (5,000,000) shares of common
stock, representing approximately 78.86% of the Companys then issued and
outstanding common stock.

On October 14, 2009, Richard Granville, individually, acquired the majority of


the issued and outstanding common stock of the Company from Belmont.
Pursuant to the terms of the purchase agreement, Mr. Granville purchased Five
Million (5,000,000) shares of common stock, representing approximately 78.86%
of the Companys then issued and outstanding common stock for a total purchase
price of One Hundred and Ninety Five Thousand Dollars ($195,000.00).

8. Any increase in 10% or more of the same class of outstanding equity securities.

In September 2006, the Company issued 1,000,000 common shares, increasing the total
outstanding common shares from 5,720,000 to 6,720,000.

On January 26, 2010, the Company issued 2,340,000 shares of the Companys common
stock in consideration for the acquisition of Yippy Soft.

On December 5, 2011, the Company issued 5,250,000 shares of the Companys common

stock to Vivsimo, Inc., a subsidiary of IBM, in consideration for the conversion of two
promissory notes.
9. Any past, pending or anticipated stock split, stock dividend, recapitalization, merger,
acquisition, spin-off, or reorganization.

On November 5, 2009, the Company approved a 3-for-1 forward split of the Companys
issued and outstanding common Stock. Immediately following the forward split, there
were Nineteen Million and Twenty Thousand (19,020,000) shares of Companys
common stock issued and outstanding. The forward split took effect on November 17,
2009.

On June 2, 2011, the Company declared a 5% stock dividend for holders of record on
June 27, 2011, payable on or about June 30, 2011. As a result of this dividend, the
number of shares issued and outstanding as of June 30, 2011, is 23,840,629, as compared
to 22,705,361 and 22,310,000 as May 31, 2011 and 2010, respectively.

On November 5, 2011, the Company approved a 2-for-1 forward split of the Companys
issued and outstanding common Stock. Immediately following the forward split, there
were 52,981,876 shares of Companys common stock issued and outstanding. The
forward split took effect on December 5, 2011.

The Company has entered into a non-binding letter of intent with MuseGlobal, Inc.
relating to the Companys proposed merger or acquisition of certain assets, accounts or
property owned by MuseGlobal, Inc. The completion of the transaction is subject to
negotiation of definitive transaction documents and certain other conditions.

The Company has entered into a non-binding letter of intent with The Gale Group, Inc.
relating to the Companys proposed acquisition of the HighBeam business segments
owned by The Gale Group, Inc. The completion of the transaction is subject to
negotiation of definitive transaction documents and certain other conditions.

10. Any delisting of the issuers securities by and securities exchange or deletion from the OTC
Bulletin Board.

On September 22, 2010, the Company voluntarily filed a Form 15 under Rule 15d-6.

11. Any current, past, pending or threatened legal proceedings or administrative actions either by
or against the issuer that could have a material effect on the issuers business, financial
condition, or operations and any current, past or pending trading suspensions by a securities
regulator. State the names of the principal parties, the nature and current status of the matters,
and the amounts involved.

As of the current date, we are currently not involved in any litigation that we believe
could have a material adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any court,

public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the executive officers of our company or any of our subsidiaries, threatened
against or affecting our company, our common stock, any of our subsidiaries or of our
companies or our subsidiaries officers or directors in their capacities as such, in which
an adverse decision could have a material adverse effect.
B. Business of Issuer
Introduction
Yippy, Inc. provides secure online web destinations and services such as search, email, cloud
applications, storage, web browser and extensions. Yippy.com is one of the most robust,
visually appealing, family friendly properties on the Internet. The Company provides a distinct
approach to safe web browsing and application aggregation. Yippy creates environments around
traditional family values and provides all the tools necessary for all aspects of online activities.
Our business also encompasses multiple activities culminating in the design, development and
deployment of Internet properties, vertical search applications and solutions enabled through the
applications services environment (ASE). Yippy holds an unlimited, worldwide license for
software known as Velocity through Vivsimo, Inc., a subsidiary of IBM. This program allows
for the creation of search-based applications quickly and efficiently. The applications services
environment (ASE) includes software applications, entertainment content, advertising, datacenter
infrastructure, and client support for our businesses.
Yippy also provides K-12 learning products and sophisticated custom search products to higher
learning institutions. Yippy can be private labeled for educational companies, school districts
and universities. Yippys custom search products can integrate multiple federated sources from
an unlimited amount of information databases. Yippys active and passive filters written
specifically for Velocity scrub search results providing a robust research information cluster on
topic and devoid of objectionable material. Additional active filters were recently created to
override all major browsers through extension technologies.
1. Indicate the issuers primary and secondary SIC codes.

Primary: 7372 (Prepackaged software)

Secondary: Not applicable.

2. If the issuer has never conducted operations, is in the development state or is currently
conducting operations.

The Company is currently conducting operations.

3. Whether the issuer is or has at any time been a shell company.

The Issuer is currently not considered to be a shell company, however, the Company was

previously deemed to be a shell company prior to the acquisition of Yippy Soft (see
legend on cover page).
4. The names of any parent, subsidiary, or affiliate of the issuer, and its business purpose, its
method of operation, its ownership, and whether it is included in the financial statements
attached to this disclosure statement.

Yippy Soft, Inc., a Delaware corporation, 100% owned subsidiary; and

Yippy Labs, Inc., a British Columbia corporation, 100% owned subsidiary.

5. The effect of the existing or probable governmental regulations on the business.

Not applicable because the Company does not operate in a regulated business as of the
date of the document.

6. An estimate of the amount spent during each of the last two fiscal years on research and
development activities, and, if applicable, the extent to which the cost of such activities are borne
directly by customers

Approximately Seven Hundred and Twenty Four Thousand Dollars ($724,000) has been
spent on product research and development (R&D) activities, including consulting fees,
during the prior two fiscal years. These R&D activities included the completion of
specific code sets and databases needed to run the Yippy and the application services
environment that have been memorialized as an expense in the financial statements.

7. Costs and effects of compliance with environmental laws (federal, state and local).

None.

8. The number of total employees and number of full-time employees.

The Company, including its operating subsidiaries, currently has 22 employees who are
employed on a full-time basis. The Company engages independent contractors to
maximize flexibility and control expenditures.

Item 9. The Nature of Products or Services Offered.


Yippy is used primarily by schools, libraries and other higher learning institutions as a search
and learning application. Yippy incorporates a family friendly search engine and browser with
email, television, gaming, news, movies, social networking, streaming radio, office applications,
shopping, and free cloud based storage all into its exclusive application services environments
(ASE). Yippys browser and extensions include the strongest parental/educational controls
available in the industry. The combination of Yippys application services environment and a
cloud based browser and extensions has helped tremendously in the growth of the Company.

A. Principal Products or Services, and Their Markets


Yippy (YippyHUB) - i2 Cloud
The YippyHub (formally called Application Services Environments - ASE) is the foundation of
the Companys online presence. Over the past three years, the Company has strived to create a
virtual cloud devoid of irresponsible content, with a primary focus on the English speaking
markets worldwide. Using the YippyHub as the foundation allows for the creation of virtual
environments with the common thread being The Yippy Cloud. The Companys interest in the
Internet market transcends that of application based businesses such as search, gaming, and
social networking as these are just mere online applications.
The YippyHub in basic terms is the Internet through a software enabled web-based cloud.
Yippy provides the online choice. The choice in most cases will be based on personal or
corporate morality. The Company sees a distinct need to curate the most useful destinations on
the web, and remove objectionable, repetitive, and pornographic material from being accessed
through the YippyHub.
This is accomplished by the ability to convert and control all major browsers post YippyHub
installation. This includes Internet Explorer, Firefox, Safari, Opera and Google Chrome, which
post YippyHub installation, operates as a Yippy device during web based activities by the user.
This proprietary wholly owned technological breakthrough allows Yippy control of the
Internet at the device level. Management believes there is a very large need for device
management for children, moral adults and business owners. The YippyHub fills that void
through a highly respected software program designed since inception for the purpose of
providing that kind of control to the user.
YippyHub functionality includes but not limited to the following:

Client-Server Interactions
Auto Authentication
Data Storage
Calculations of any Type
Detailed Analytics
Federation of Content
Social Software in the Workplace
Real-Time Curated Content/Filtering
Real-Time YippyHub Customizations

Database Bridge and Connectors


Business Intelligence
Federated Search
Enterprise Content Management
E-Discovery
Curated Social Platforms
Big Data Integration Tools
Unlimited Web-based Applications

The YippyHub enhances or replaces most client side programs and other equivalents. Another
advantage to this technology is that it allows user to surf the Internet and access other nonfiltered content such as search engines with substantial active filters in place. The YippyHub is
designed to detect objectionable sites on click. YippyHub takes advantage of the latest web
technologies and internal developed software to create content rich, visually appealing interfaces
for consumers and businesses that are fully customizable.

Yippy Search Engine


Yippys search application, formerly known as Clusty, got its start in Pittsburgh, PA, in 2004,
when the search software company Vivsimo decided to take its award-winning search
technology to the web. Vivsimo was founded in 2000, by three Carnegie Mellon University
scientists who decided to tackle the problem of information overload in web searches. Rather
than focusing just on search engine result rankings, they realized that grouping results into
topics, or clouds, made for better search and discovery. As searching became a necessity for
web users, Vivsimo developed a service robust enough to handle the variety of information the
everyday web user was after. The result was Clusty, an innovative way to get more out of every
search. Clusty was acquired by Yippy in May 2010.
Yippy queries several top search engines and research sites combining the results, and generates
an ordered list based on comparative ranking. This approach helps raise the best results to the
top and push search engine spam to the bottom. What really makes Yippy unique is what
happens after a user searches. Instead of delivering only search results, Yippy search groups
similar results together into Clouds or clusters. The Clouds help separate search results by
topic so the searcher can zero in on exactly what they are searching for. This is especially useful
for students of all ages.
Yippy allows students to access normally blocked search keywords such as breasts or sexual
health, as examples, without generating pornographic results and allows access to websites that
are blocked by dumb software/hardware giving educators more time to teach and less time
overriding other K-12 protective programs. This is enhanced by Yippys access to non-public
information repositories that provide access to thousands of periodicals, magazines, newspapers,
books, articles, journals not available on any other search engines and combining with the best of
the web.
Yippy Federated Search (Data as a Service)
Yippy subscribers can identify infinite items of interest, tailored specifically to their
specifications, and have access to multiple sources of information that are not connected from a
single point of access. Yippy bridges the gap between traditional and enterprise search, social
networks, news feeds, and other content sources through a web-based cloud architecture. Yippy
does the heavy lifting, saving time, money and personnel requirements by offering curated
content in all forms, delivered through a single point of access.
B. Distribution Methods of the Products or Services
The Companys products are direct distributed online via web properties and through partnership
programs.
C. Status of any Publicly Announced New Product or Service
Other than as disclosed in Section 8(A)(9) of Part C above, the Company does not have any new
product or services that have been publicly announced.

D. Competitive Business Conditions, the Issuers Competitive Position in the Industry, and
Methods of Competition.
Key Competitive Advantages

Yippy operates at a fraction of the cost of traditional web companies;

Scalable growth achieved by modular design;

Automated systems that require minimal human interface;

System ASE (Application Services Environment) operator master control allows for
access to systems including advertising search sources - user interface email &
storage controls;

ASE allows for quick spin up of clones in hours not days or weeks for educational
institutions or businesses;

Controls the internet gateway, control student activity;

Safe browser extensions;

The workspace tool for students, educators, library users, home computers and mobile
devices supports ease of access;

End to End support for search and features for classroom & business needs; and

Create the marketplace for all educational providers & electronic devices used in the
educational field.

Growth Strategies for YippyHub


The following depicts the areas that the company is most focused on going forward:
Mobile
1) Filtered Applications/Extensions for iOS and Android Smart Phones;
2) Filtered Applications/Extensions for iOS and Android Tablets; and
Overall Market Place
Yippys unique blend of abilities puts the Company into a very small group of companies that
offer like and kind services.
E. Sources and Availability of Raw Materials and the Names of Principal Suppliers.

The Company does not use raw materials in its current business model.
F. Dependence on One or a Few Major Customers.
The Company is not dependent on any one client or customer as it seeks a worldwide user base
comprised of individuals and their respective families.
G. Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts, Including Their Duration.
All Intellectual property is current, protected and registered with all applicable state and
government agencies.
Intellectual
Property Type

Description

USPTO
Serial No.

Filing Date

Status

Word Mark

YIPPY

77936102

February 15, 2010

Current

Word Mark

Welcome to the Cloud

77871643

November 12, 2009

Current

Word Mark

Y! (logo)

77936091

February 15, 2010

Current

H. The Need for Any Government Approval of Principal Products or Services and the Status
of Any Requested Government Approvals.
The Company does not require government approval for its business model.
Item 10. The Nature and Extent of the Issuers Facilities.
The Company does not currently own any facility. The Company currently maintains a leased
administrative office in Fort Myers, Florida. The facility is located at 17595 S. Tamiami Trail,
Suite 300, Fort Myers, Florida 33908, in the Sea Tech Center. The modern building is on fiber
and the Company suite is 1,500 sq. ft. with 6 offices, reception area, conference room and open
development space. The office is fully furnished with modern furnishing purchased new in
2010. The Company purchased all necessary equipment for business operations in 2010. The
current term of the lease is for 12 months and it expires on September 30, 2012. The monthly
rent is $1060.00. The Company has the option to renew the lease for additional 12-month
periods.
PART D MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION
Item 11. The Name of the Chief Executive Officer, Members of the Board of Directors, as
well as Control Persons.
A. Officers and Directors

The following table and text sets forth the names and ages of all our directors and executive
officers and our key management personnel as of September 20, 2012. All of our directors serve
until the next annual meeting of stockholders and until their successors are elected and qualified,
or until their earlier death, retirement, resignation or removal. Executive officers serve at the
discretion of the board of directors, and are elected or appointed to serve until the next board of
directors meeting following the annual meeting of stockholders. Also provided is a brief
description of the business experience of each director and executive officer and the key
management personnel and an indication of directorships held by each director in other
companies subject to the reporting requirements under the Federal securities laws.
Name

Age

Position

Richard Granville

43

Chief Executive Officer, Chairman

Morton Fink

79

Director

Debbie Sharken

42

Director

Edward Noel

45

Director

Richard Granville, age 43, Chief Executive Officer, Chairman of the Board of Directors
1. Full name
Mr. Richard Granville
2. Business address
17595 S. Tamiami Trl., #300 Fort Myers, Florida 33908
3. Employment history
Mr. Granville, age 43, has over twenty years experience in new technology development, sales
and marketing experience. From November 2008 to present, Mr. Granville has served as the
Managing Partner of Yippy Partnership Group and now is the Chief Executive Officer of Yippy,
Inc. From November 2006 to September 2008, Mr. Granville served as Chief Executive Officer
of Jack9 Entertainment, Inc (Jack9). Jack9 was one of the most successful IPTV units online
and under Mr. Granvilles direction, achieved a top 250 web property. From March 2003 to
October 2006, Mr. Granville served as President of Southpaw, Inc., a Florida building contractor
that served central Florida for residential and light commercial construction. From June 2001 to
March 2003, Mr. Granville served as President of Granville Management Services, where he
helped small emerging businesses in the green technologies sector. Mr. Granville invested time
and capital into green home technology and automation, alternative energy research and grid
management in the United States, Dominican Republic, Canada and Mexico.
From 1998 to 2000, Mr. Granville also served as the Chairman and Chief Executive Officer of

Grace Development, Inc., a public telecommunications company serving customers in the


southeast. Mr. Granville took the company to nearly a billion dollar market cap before he was
succeeded by Ben Holcomb the former President of Bell South International in Feb. 2000. Prior
to Grace Development, Mr. Granville held multiple management positions for public companies
and also served honorably in the United States Navy in Aviation.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Mr. Granville received no significant compensation from the Company in 2011 and 2010 and
currently operates the business without an employment contract.
6. Number and class of the issuers securities beneficially owned by each such person
34,776,000 Common Shares
Morton Fink, age 79, Director
1. Full name
Morton Fink
2. Business address
17595 S. Tamiami Trl., #300 Fort Myers, Florida 33908
3. Employment history
Mr. Finks distinguished career has included executive management positions in the media,
broadcast, cable and electronics industries. His experience provides a unique combination of
management, leadership, and entrepreneurial skills. Mr. Fink was the founding CEO of Warner
Home Video; his efforts drove Warner's dominant worldwide market share.
As Senior Vice President of Sony Corporation of America, he launched Betamax, established
Sony Broadcast and the U.S. Technology Center. As Executive VP of United Satellite
Communications, Mr. Fink developed marketing, sales and distribution strategies and managed
satellite and ground operations as well as customer service for the first DBS entertainment startup. Mr. Fink also served as the President of Cablevision's Home Video Division, and as Vice
President of the CBS Comtec Group.
Currently, he consults for the Office of the Chairman at Cablevision System Corporation,
working with a small team, hand-in-hand with the Founder and Chairman of the company,
Charles Dolan. There, he analyzes and evaluates opportunities to take the core competencies of

the corporation to areas outside the Companys current cable footprint domestically and
internationally. He also analyzes and evaluates investment opportunities in Emerging Global,
Ethnic and IPTV Ventures. Mr. Fink holds a BS in Business Administration from New York
University.
4. Board memberships and other affiliations
None
5. Compensation by the issuer
Mr. Fink received 250,000 common stock purchase warrants in connection with his appointment
to the Companys board of directors for 2012.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.
Debbie Sharken, age 42, Director
1. Full name
Debbie Sharken
2. Business address
17595 S. Tamiami Trl., #300 Fort Myers, Florida 33908
3. Employment history
For almost 20 years, Ms. Sharken has been an expert in consumer direct marketing, relationship
marketing, and advertising. She has honed her skills at top-notch agencies like McCann
Relationship Marketing, Grey Direct, and Saatchi & Saatchi Wellness. Ms. Sharken has built her
career on her abilities to create strategic, customized marketing campaigns that develop lasting
relationships between brands and their customers. She has extensive experience across all
marketing channels and disciplines, including a deep expertise in building digital businesses. Ms.
Sharken is currently the Chief Marketing Officer at the Direct Marketing Association and is
helping to lead the organization and its members meet the challenges of today's marketplace.
She holds a BS in Advertising from Syracuse University.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer

Ms. Sharken received 250,000 common stock purchase warrants in connection with his
appointment to the Companys board of directors for 2012.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.
Edward G. Noel, age 45, Director
1. Full name
Edward G. Noel
2. Business address
17595 S. Tamiami Trl., #300 Fort Myers, Florida 33908
3. Employment history
Mr. Noel, has over fifteen years business experience working in the Internet industry, including
relative expertise in the areas of strategy, business development, search product management,
mergers & acquisitions, ad sales and marketing. Currently, Mr. Noel serves as the Chief
Revenue Officer of Alphabird, Inc., a position he has held since May 2012. From November
2011 until May 2012, Mr. Noel served as Founder and Chief Executive Officer of Mustard Seed
Ventures, Inc. From February 1999 to November 2011, Mr. Noel served as Chief Revenue
Officer / Chief Strategy Officer of Lycos, Inc. Mr. Noel was instrumental in crafting the
corporate strategy for Lycos, which led it to its first profitable year in 2009. He was also the lead
negotiator for the subsequent sale of Lycos to Ybrant Digital in 2010. From 1995 to 1999, Mr.
Noel worked in the public accounting industry for both Price Waterhouse and KPMG, with a
focus on companies in the Internet industry. Prior to 1995, Mr. Noel served honorably in the
United States Marine Corps.
4. Board memberships and other affiliations
None
5. Compensation by the issuer
Mr. Noel received 250,000 common stock purchase warrants in connection with his appointment
to the Companys board of directors for 2012.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.
B. Legal/Disciplinary History

During the past five years, none of the Companys officers or directors have been the subject of:
(1) A conviction in a criminal proceeding or named as a defendant in a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(2) The entry of an order, judgment, or decree, not subsequently reversed, suspended or
vacated, by a court or competent jurisdiction that permanently or temporarily enjoined,
barred, suspended or otherwise limited such persons involvement in any type of
business, securities, commodities, or banking activities;
(3) A finding or judgment by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission, the Commodity Futures Trading Commission, or a
state securities regulator of a violation of federal or state securities or commodities law,
which fining or judgment has not been reversed, suspended or vacated; or
(4) The entry of an order by a self-regulatory organization that permanently or temporarily
barred, suspended or otherwise limited such persons involvement in any type of business
or securities activities.
C. Disclosure of Certain Family Relationships.
There are no family relationships among the Companys directors, officers, or beneficial owners
of more than five percent (5%) of the issuers common stock.
D. Disclosure of Related Party Transactions.
On January 26, 2010, the Company issued 2,340,000 shares of its common stock in exchange for
100% of the issued and outstanding stock of Yippy Soft, Inc. At the time of the transaction, Mr.
Granville was the Chief Executive Officer of both companies.
E. Disclosure of Conflicts of Interest
There are no conflicts of interest with any of the officers or directors personal or professional
interests.
Item 12. Financial Information for the Issuers Most Recent Fiscal Period.
The audited financials for the years ended May 31, 2012, are included at the end of this Annual
Report. Such financial statements are incorporated by reference herein.
Item 13. Similar Financial Information for Such Part of the Two Preceding Fiscal Years
as the Issuer or Predecessor has been in Existence.
The audited financials for the years ended May 31, 2011 and 2010, respectively, are filed in the
Companys Annual Report for the fiscal year ended May 31, 2011, filed with the OTCQX on

April 4, 2012, and are incorporated by reference herein.


Item 14. Beneficial Owners
The following table presents information concerning the beneficial ownership of the shares of
our common stock as of September 20, 2012, by: (i) each of our named executive officers and
current directors, (ii) all of our current executive officers and directors as a group and (iii) each
person we know to be the beneficial owner of 5% of more of our outstanding shares of common
stock. Unless otherwise specified, the address of each beneficial owner listed in the table is c/o
Yippy, Inc., 17595 S. Tamiami Trail, Suite 300, Fort Myers, FL 33908.
Current
Share
Ownership

Percent of
Class (1)

Total
Beneficial
Ownership

Percent of
Class (2)

34,776,000

61.2%

35,026,000 (3)

61.33%

Morton Fink
Director

0%

250,000 (4)

*%

Debbie Sharken
Director

0%

250,000 (4)

*%

Edward Noel
Director

0%

250,000 (4)

*%

All directors and officers as a Group


(4 persons)

34,776,000

61.2%

35,776,000

61.83%

Vivsimo, Inc.
(a subsidiary of IBM, Inc.)

5,250,000

9.2%

5,250,000

9.1%

All directors, officers and 5% holders


as a Group (5 persons)

40,026,000

70.39%

41,026,000

65.01%

Name
Richard Granville
Chief Executive Officer, Chairman

* denotes less than 1%


(1) Based on 56,861,044 shares outstanding as of September 20, 2012.
(2) Based on a total of (i) 56,861,044 shares outstanding as of September 20, 2012,
and (ii) 1,000,000 common stock purchase warrants outstanding as of September
20, 2012.
(3) Richard Granville is the current owner of 34,776,000 shares of the Companys
common stock by virtue of his direct ownership of 23,184,000 shares and his

control of entities that directly own 11,592,000. In addition, Mr. Granville is the
beneficial owner of 35,026,000 by virtue of his aforementioned current ownership
and his beneficial ownership of common stock purchase warrant to purchase
250,000 shares of the Companys common stock.
(4) Mr. Fink, Mr. Noel and Ms. Sharken do not directly own any common stock of
the Company. Each is the beneficial owner of 250,000 shares of the Companys
common stock by virtue of common stock purchase warrants to purchase 250,000
shares of the Companys common stock.
Item 15. The name, address, telephone number, and email address of each of the following
outside providers that advise the issuer on matters relating to operations, business
development and disclosure.
1. Investment Banker
Aegis Capital Corp.
810 7th Avenue
11th Floor
New York, NY 10019
Tel.: (212) 813-1010
www.aegiscap.com
2. Promoters.
None.
3. Counsel
Lucosky Brookman LLP
33 Wood Avenue South
6th Floor
Iselin, NJ 08830
Tel.: (732) 395-4400
Fax: (732) 395-4401
www.lucbro.com

Westerman Ball Ederer Miller


& Sharfstein, LLP
1021 RXR Plaz
Uniondale, NY 11556
Tel.: (516) 622-9200
Fax: (516) 622-9212
www.westermanllp.com

Greene, Fidler & Chaplan LLP


2719 Wilshire Blvd., Suite 200
Santa Monica, CA 90403
Tel.: (310) 315-1700
Fax: (310) 315-1701
www.gfcllp.com

4. Accountant or Auditor
Accountant:

Auditor:

Clear Financial Solutions, Inc.


710 N. Post Oak Rd., Suite 410
Houston, TX 77096
Tel.: (713) 780-0806
Fax: (800) 861-1175

LBB and Associates


10260 Westheimer Road, Suite 310
Houston, TX 77042
Tel.: (713) 800-4343
Fax: (713) 583-2263

www.clearfinancials.com

www.lbbcpa.com

5. Public Relations Consultant.


None.
6. Investor Relations Consultant.
None.
7. Any other advisor(s) that assisted, advised, prepared or provided information with respect to
this disclosure statement.
None.
Item 16. Managements Discussion and Analysis or Plan of Operation.
Forward-Looking Information
You should read the following discussion and analysis of our financial condition and results of
operations together with our financial statements and related notes appearing elsewhere in this
Annual Report. Various statements have been made in this Report that may constitute forward
looking statements. Forward-looking statements may also be made in Yippys other reports
filed with or furnished to the United States Securities and Exchange Commission or the OTC
Markets, and in other documents. In addition, from time to time, Yippy, through its
management, may make oral forward-looking statements. Forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ materially from such
statements. The words believe, expect, anticipate, optimistic, intend, plan, aim,
will, may, should, could, would, likely and similar expressions are intended to
identify forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are made. Yippy
undertakes no obligation to update or revise any forward-looking statements.
Plan of Operation
The Company currently has several potential acquisition and partnership opportunities that are in
different stages of development. Each represents a potential role in the future business of Yippy.
Over the last 12 months the Company has enjoyed an increase in the value of the intellectual
property held by the Company evidenced by an increase in Companys market capitalization
over the same period.
The business that Yippy represents offers vast opportunities in multiple verticals including
education, data as a service and consumer markets. Since inception it has always been
managements goal to grow the business through internal development and strategic acquisitions
of software and synergistic technology companies that add value to the intellectual property of
the Company, as well as provide future revenue growth. Management will continue to assimilate

more partnerships, synergistic businesses and applications under the brand of Yippy in the
future.
Results of Operations
Year Ended May 31, 2011 Compared to the Year Ended May 31, 2010
Revenues
Revenues for the year ended May 31, 2012, were $66,099, compared to $45,510 for the year
ended May 31, 2011, which represents an increase of $20,589. The increase was due to
increased ad revenue resulting from higher number of visits during the fiscal year ended May 31,
2012.
General and Administrative Expenses
General and administrative expenses were $1,333,350 for the year ended May 31, 2012,
compared to $576,586 for the year ended May 31, 2011. The increase of $756,764 is due
primarily to increases in stock based compensation of $170,132, marketing and public relations
costs of $241,917, advertising and promotion costs of $154,788, other development expenses of
$50,000, legal fees of $65,341, professional fees of $73,930, accounting fees of $24,750 and
decreases in computer and internet expenses of $28,023, consulting fees of $31,453, and
insurance expense of $11,269. In addition, interest expense increased by $487,212, from
$200,170 for the year ended May 31, 2011, to $687,381 for the year ended May 31, 2012, due to
the higher cost of borrowing the Company experienced during this fiscal year and debt discount
amortization.
During the fiscal year ended May 31, 2012, the Company entered into a series of note
agreements and related warrants which resulted in a cumulative derivative liability of $1,047,853
at inception. The cumulative change in fair value of the derivative liabilities was $511,504
during the fiscal year ended May 31, 2012. The Company did not incur any derivative liabilities
in the prior year.
Net Loss
The Company experienced a net loss of $3,273,894 for the year ended May 31, 2012, compared
to a net los of $1,491,503 for the year ended May 31, 2011. The change in net loss of
$1,782,391 is mainly due to increases in general and administrative expenses, increased
interest expense and the derivative loss.
Liquidity and Capital Resources
As of May 31, 2012, the Company had net cash of $82,834.
Net cash used for operating activities for the year ended May 31, 2012, was $860,530, as
compared to $234,271 for the year ended May 31, 2011. The Company finances its operations

from the proceeds from debt offerings. Net cash obtained through all financing activities for
the year ended May 31, 2012, was $910,815, compared to $179,917 for the year ended May
31, 2011.
The Company has an open credit line with Magna Group, LLC for $2,000,000 of which the
Company has drawn $732,000 as of September 20, 2012. The Company plans to raise
additional funds through joint venture partnerships, both project equity and debt financings or
through future sales of our common stock and potentially restricted stock, until such time as
our revenues are sufficient to meet our cost structure and financial obligations, and
ultimately achieve profitable operations. Our financial statements do not include any
adjustments that might result from the outcome of these uncertainties. If the Company is not
successful in obtaining additional capital by the end of fiscal year 2013, it may be limited in its
ability to further the development of the current product offering and to meet its financial
commitments.
The Company is currently in discussions with potential financial and strategic sources of
financing but no definitive agreements are in place at the time of this reporting.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements, financings, or other
relationships with unconsolidated entities or other persons, also known as special purpose
entities (SPEs).
PART E ISSUANCE HISTORY
Item 17. List of Securities Offerings and Shares Issued for Services in the Past Two Years.
On July 28, 2010, the Company issued 50,000 shares of common stock to a consultant, in
exchange for services to be rendered.
In July 2011, the Company issued 10,000 shares of common stock to a former consultant as
settlement of a dispute.
In November 2011, the Company issued 70,000 shares (split adjusted) of common stock as
compensation to two consultants.
In December 2011, the Company issued 83,334 shares of common stock as compensation for
fees to execute a Note Payable Contract.
In March 2012, the Company issued 83,334 shares of common stock as compensation for fees to
place a note payable.
In May 2012, the Company issued 25,000 shares of common stock as compensation for fees to
place a note payable.

PART F EXHIBITS
Item 18. Material Contracts.
(1)

Share Exchange Agreement, dated January 26, 2010, by and among Cinnabar Ventures
Inc., Yippy, Inc. and the shareholders of Yippy, Inc. (as filed as Exhibit C to the
Companys Initial Company Information and Disclosure Statement, filed with the
OTCQX on February 9, 2011).

(2)

Purchase Agreement, dated May 14, 2010, by and between Yippy, Inc. and Vivsimo,
Inc. (as filed as Exhibit D to the Companys Initial Company Information and Disclosure
Statement, filed with the OTCQX on February 9, 2011).

(3)

Software License Agreement, dated May 14, 2010, by and between Yippy, Inc. and
Vivsimo, Inc. (as filed as Exhibit G to the Companys Initial Company Information and
Disclosure Statement, filed with the OTCQX on February 9, 2011).

Item 19. Articles of Incorporation and Bylaws.


(1)

Articles of Incorporation, as amended (as filed as Exhibit A to the Companys Initial


Company Information and Disclosure Statement, filed with the OTCQX on February 9,
2011).

(2)

Bylaws (as filed as Exhibit B to the Companys Initial Company Information and
Disclosure Statement, filed with the OTCQX on February 9, 2011).

Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
Item 21. Issuers Certifications.
I, Richard Granville, certify that:
(1) I have reviewed this disclosure statement of Yippy, Inc.;
(2) Based on my knowledge, this disclosure statement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this disclosure statement; and
(3) Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this disclosure statement, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this disclosure statement.

Date: September 22, 2012


/s/ Richard Granville
Richard Granville
Chief Executive Officer
(Principal Financial Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of
Yippy, Inc.
Ft. Meyers, Florida
We have audited the accompanying consolidated balance sheets of Yippy, Inc. (the "Company") as of May 31, 2012
and 2011, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the
years then ended. These financial statements are the responsibility of the Company'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. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position
of Yippy, Inc. as of May 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years
then ended in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 6 to the financial statements, the Company's absence of significant revenues, recurring losses
from operations, and its need for additional financing in order to fund its projected loss in 2013 raise substantial
doubt about its ability to continue as a going concern. The 2012 consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ LBB & Associates Ltd., LLP


-----------------------------------------LBB & Associates Ltd., LLP

Houston, Texas
September 17, 2012


Yippy, Inc.
Consolidated Balance Sheets

May 31,
2012

2011
As Restated

Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses

Total current assets


Intangible assets:
Software license
Tradenames, brands and domains
Total intangible assets before amortization
Less: Accumulated amortization
Total intangible assets
Total assets

82,834
4,613
-

32,549
4,846
245,320

87,447

282,715

3,605,000
1,500,000

3,555,000
1,500,000

5,105,000
(1,599,691)
3,505,309

5,055,000
(791,934)
4,263,066

3,592,756

Liabilities and Stockholders' Equity (Deficit)


Liabilities:
Accounts payable and accrued liabilities
$
266,862
Advances from related party
232,245
Convertible notes payables, net of discounts
370,834
Convertible notes payables - related party
485,000
Derivative liabilities
986,504
Total current liabilities
2,341,445
Total liabilities

4,545,781

231,669
201,430
5,000,000
5,433,099

2,341,445

5,433,099

53,174
10,573,513
(9,375,376)
1,251,311

45,411
4,384,212
(5,316,941)
(887,318)

Commitments
Stockholders' equity (deficit)
Common stock, ($0.001 par value, 75,000,000 shares authorized,
53,173,544 and 45,410,722 issued and outstanding as of
May 31, 2012 and 2011, respectively)
Additional paid in capital
Accumulated deficit
Total stockholders' equity (deficit)
Total liabilities and stockholders' equity (deficit)

3,592,756

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

4,545,781


Yippy, Inc.
Consolidated Statements of Operations

Revenues

Operating expenses
General and administrative expense
Amortization expense
Total operating expenses
Loss from operations

Years Ended May 31,


2012
2011
As Restated
66,099
$
45,510

1,333,350
807,757

576,586
760,257

2,141,107

1,336,843

(2,075,008)

(1,291,333)

Other (income) expense


Interest expense
Derivative loss

687,382
511,504

200,170
-

Total other expense

1,198,886

200,170

Net loss

(3,273,894)

(1,491,503)

Net loss per common share - basic and diluted

(0.06)

(0.03)

Weighted average number of shares outstanding basic and diluted

51,269,400

44,622,166

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


Yippy, Inc
Consolidated Statements of Stockholders' Equity (Deficit)
For the Years Ended May 31, 2012 and 2011

Balances, May 31, 2010


Conversion of debt to equity
Net loss

Common Stock
Shares
Amount
44,620,000
$ 44,620
790,722
791
-

Balances, May 31, 2011 - restated


Stock dividend
Debt forgiveness - related party
Common stock issued for services
Warrants issued for services
Conversion of notes payable
Net loss

45,410,722
2,481,154
281,668
5,000,000
-

Balances, May 31, 2012

53,173,544

45,411
2,481
282
5,000
$

53,174

Additional
Paid-in
Capital
3,594,281
789,931
-

Accumulated
Deficit
$
(3,825,438)
(1,491,503)

Total
Stockholders'
Equity/(Deficit)
$
(186,537)
790,722
(1,491,503)

4,384,212
782,060
236,981
96,078
61,272
5,012,910
-

(5,316,941)
(784,541)
(3,273,894)

(887,318)
236,981
96,360
61,272
5,017,910
(3,273,894)

10,573,513

(9,375,376)

1,251,311

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


Yippy, Inc.
Consolidated Statements of Cash Flows

Years Ended May 31,


2012
2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating
Activities
Stock-based compensation
Amortization of intangible assets
Amortization of debt discount on convertible
notes payable
Derivative loss
Changes in Operating Assets and Liabilities
Accounts receivable
Prepaid expenses
Accounts payable and accrued liabilities
Accounts payable - related party
Net Cash Used in Operating Activities

(3,273,894)

(1,491,503)

157,632
807,757

760,257

400,834
511,504

233
245,320
272,174
17,910
(860,530)

(4,846)
286,463
215,358
(234,271)

CASH FLOWS FROM FINANCING ACTIVITIES:


Proceeds from convertible notes payable - related party
Payments on convertible notes payable - related party
Proceeds from convertible notes payable
Payments on convertible notes payable
Related party advances

511,200
(26,200)
645,000
(250,000)
30,815

179,917
-

Net Cash Provided from Financing Activities

910,815

179,917
(54,354)
86,903
32,549

Net Increase (Decrease) in Cash


Cash - Beginning of Period
Cash - End of Period

50,285
32,549
82,834

SUPPLEMENTAL INFORMATION:
Cash paid for income taxes
Cash paid for interest

$
$

55,000

$
$

$
$

50,000
254,891

$
$

$
$
$

5,000,000
784,541

$
$
$

790,722
-

NON-CASH ACTIVITIES:
Issuance of convertible notes payable for software
license, tradenames, brands and domains
Forgiveness of advances/debt - related party
Conversion of convertible notes payable - related
party to common stock
Conversion of convertible notes payable
Stock dividend

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

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

Note 1. The Company and Summary of Significant Accounting Policies

The Company

Cinnabar Ventures, Inc. (Cinnabar) was incorporated in the State of Nevada on May 24, 2006. Yippy, Inc. (Yippy Delaware) was
incorporated in the State of Delaware on October 6, 2009, and was renamed Yippy Soft, Inc. on April 23, 2010. On January 26, 2010,
Cinnabar acquired Yippy Delaware for 4,680,000 common shares. Cinnabar has been renamed Yippy, Inc. (Yippy or the
Company) effective April 15, 2010.
On December 5, 2011, the Company declared a 2-for-1 forward stock split. All per share and share amounts have been restated to
reflect the forward stock split in the amounts presented.

Yippy provides secure family friendly online web destinations and services such as search, browser, email, cloud applications and
storage to family PCs, learning institutions and libraries.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Management believes that these estimates and assumptions provide a
reasonable basis for the fair presentation of the financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.
accounts and transactions have been eliminated in consolidation.

All intercompany

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term investments purchased with original maturities of
three months or less at the date of purchase to be cash equivalents.

Intangible Assets

Intangible assets include a software license agreement acquired from an independent party. Intangible assets have a definite life and
are amortized on a straight-line basis, with estimated useful lives of two to seven years. Intangible assets with a definite life are tested
for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable.
An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in
determining the fair value of the asset. The amount of the impairment loss to be recorded is calculated by the excess of the assets
carrying value over its fair value. No impairment was recognized for the years ended May 31, 2012 and 2011.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income taxes and
liabilities are determined based on the difference between financial reporting and tax bases of assets and liabilities and are measured
using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

Note 1. The Company and Summary of Significant Accounting Policies (continued)


Revenue Recognition

Revenue is recognized when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed,
and collectability of the related fee is reasonably assured.

The Company recognizes revenue from search advertising on Yippy, Inc. Search Properties. Search revenue is recognized based on
click-throughs. A click-through occurs when a user clicks on an advertisers search result listing. The Company has entered into a
Search and Advertising Services and Sales Agreement (the Search Agreement) with Infospace, Inc., which provides for Infospace to
be the exclusive algorithmic paid search service provider on Yippy.com and non-exclusive on other Yippy, Inc. search properties. The
Company reports as revenue the 96 percent share of revenue generated from Infospacess services on Yippy.com Property and other
search sites held by the Company.

Accounts Receivable and Allowances

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for bad
debts. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts
receivable. The Company determines the allowances based on historical write-off experience by industry and regional economic data
and historical sales returns. The Company reviews the allowance for doubtful accounts periodically. The Company does not have any
significant off-balance-sheet credit exposure related to its customers.

Fair Value of Financial Instruments

Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements
and Disclosures, we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in
fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with the Fair
Value Measurement Topic of the FASB ASC 820, we implemented guidelines relating to the disclosure of our methodology for
periodic measurement of our assets and liabilities recorded at fair market value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable
such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments
in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to
develop its own assumptions, such as valuations derived from valuation techniques in which one more significant
inputs or significant value drivers are unobservable.

The carrying amounts of trade and other accounts receivable, trade accounts payable, accrued payroll, bonuses and team member
benefits, and other accrued expenses approximate fair value because of the short maturity of those instruments.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

Note 1. The Company and Summary of Significant Accounting Policies (continued)


Derivative Instruments
In connection with the issuance of certain debt instruments, the Company may provide features allowing the debt to be convertible into
shares of the Companys common stock. In these circumstances, these options may be classified as derivative liabilities, rather than as
equity. Additionally, these instruments may contain embedded derivative instruments, such as embedded derivative features which in
certain circumstances may be required to be bifurcated from the associated host instrument and accounting for separately as a
derivative instrument liability.
The Companys derivative instrument liabilities are re-valued at the end of each reporting period, with the changes in the fair value of
the liability recorded as charges or credits to income in the period in which the changes occur. For warrants and bifurcated embedded
derivative features that are accounting for as derivative instrument liabilities, the Company estimates the fair value using either quoted
market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require
assumptions related to the remaining term of the instrument and risk-free rates of return, expected dividend yield, and the expected
volatility of the Companys common stock over the life of the instrument. Because of the limited trading history of the Companys
common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price
but also the experience of other entities considered to be comparable to the Company.

Earnings Per Share

In accordance with accounting guidance now codified as ASC Topic 260, Earnings per Share, basic earnings (loss) per
share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each
period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of
common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Since the Company reflected net losses for each of the years ended May 31, 2012 and 2011, the effect of considering any common
stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not
presented.

Marketing and Advertising Charges

The Company charges marketing and advertising costs to expense as incurred. Marketing and advertising costs amount to
$279,805 and $30,643 for the years ended May 31, 2012 and 2011, respectively, and are included with general and administrative
expenses in the accompanying financial statements.

Reclassification
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in
the current year consolidated financial statements.

New Accounting Pronouncements

Management does not expect adoption of recently issued but not yet effective pronouncements to have a material impact on the
Companys financial statements.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

Note 2. Restatements

In March 2012, the Company concluded that its previously issued unaudited financial statements as of and for the years ended
May 31, 2011 contained errors regarding the capitalization of certain assets, year-end cut-off errors and classification of assets. The
Company determined certain costs should not be capitalized and has restated intangible assets (including software license,
tradenames, brands and domains, and related accumulated amortization) and additional paid in capital. Additionally, due to cut-off
errors, the Company has restated accounts payable and accrued liabilities and accumulated deficit. Finally, due to classification
errors, the Company has reclassified certain assets, such as prepaid maintenance costs, trade names, brands and domains.

The following tables summarize the effect of corrections on the consolidated financial statements as of the year ended May 31, 2011:

As Reported
(Unaudited)

Assets

Current assets:
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses
Deposits
Total current assets

Adjustments

32,549
4,846
9,916
47,311

As Restated

245,320
(9,916)
235,404

32,549
4,846
245,320
282,715

Intangible assets:
Internally developed application
services environment and browser
Software license
Tradenames, brands and domains

1,749,300
5,550,000
7,299,300
(2,433,100)
4,866,200

Less: accumulated amortization


Total intangible assets

(1,749,300)
(1,995,000)
1,500,000
(2,244,300)
1,641,166
(603,134)

3,555,000
1,500,000
5,055,000
(791,934)
4,263,066

Total assets

4,913,511

(367,730)

4,545,781

531,294
59,216
590,510

(299,625)
201,430
5,000,000
(59,216)
4,842,589

231,669
201,430
5,000,000
5,433,099

Liabilities:
Accounts payable and accrued liabilities
Advances from related party
Convertible notes payable
Convertible notes payable - related party
Total current liabilities

Convertible Notes Payable - Related Party


Convertible notes payable
Total long term liabilities

5,679,705

Total liabilities

Stockholders' deficit:
Common stock
Additional paid in capital
Accumulated deficit
Total stockholders' deficit

Total liabilities and stockholders' deficit

89,195
5,000,000
5,089,195

(89,195)
(5,000,000)
(5,089,195)

(246,606)

4,913,511

45,411
3,368,957
(4,180,562)
(766,194)

5,433,099

1,015,255
(1,136,379)
(121,124)

(367,730)

45,411
4,384,212
(5,316,941)
(887,318)

4,545,781

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

As Reported
(Unaudited)

Statement of Operations
$

Revenue

Adjustments

45,510

Operating expenses
General and administrative expense
Amortization expense

420,753
2,433,100

(2,808,343)

Other expense

286,034
286,034

Net loss

Net loss per common share

1,517,010

Interest expense
Total other expense

(3,094,377)

(0.14)

45,510

576,586
760,257

(1,517,010)

Loss from operations

155,833
(1,672,843)

2,853,853

Total Operating Expense

As Restated

1,336,843

(1,291,333)


(85,864)
(85,864)

1,602,874

(0.04)

200,170
200,170
$

(1,491,503)

(0.03)

Note 3. Intangible Assets


On May 17, 2010, the Company entered into a license agreement (the License Agreement) with Vivisimo, Inc. (Vivisimo),
granting the Company a non-exclusive, world-wide right to the use of Velocity, a software information optimization platform that
unifies access to secure business repositories, presents relevant information and enables knowledge sharing across an enterprise, for
use in connection with computer applications currently being developed by the Company. In connection with the License Agreement,
the Company acquired the domain Clusty.com, a metasearch engine, and all sub-domains and scripts related thereto, pursuant to a
related purchase agreement (the Purchase Agreement). Vivisimo agreed not to compete with the Company in the consumer search
area for a period of two years. Total consideration paid to Vivisimo under the Purchase Agreement and License Agreement was
approximately $5,550,000 (the Acquisition Price). The intangible assets included in the table below:

Description
Software license
Trademarks, brands and domains
Total
Less: accumulated amortization
Intangible assets, net

May 31,
$

2012
3,605,000
1,500,000
5,105,000
(1,599,691)
3,505,309

2011
3,555,000
1,500,000
5,055,000
(791,934)
4,263,066

Estimated
Useful Life
7 years
5 - 7 years

Associated with the software license agreement, Vivisimo agreed to a two year non-compete period expiring May 17, 2012. In
October 2011, the Company extended the term of the non-compete agreement with Vivisimo, Inc. by agreeing to a $50,000 fee. The
term of the non-compete agreement is extended through May 17, 2013.
On an annual basis the Company will evaluate the carrying value of intangible assets and determine if impairment has occurred and if
so, record a charge for impairment. Management has concluded no impairment exists as of May 31, 2012 and 2011, respectively.

The Company recorded amortization expense of $807,757 and $760,257 for the years ended May 31, 2012 and 2011, respectively,
related to the intangible assets.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

Note 4. Convertible Notes Payable

Notes payable consists of the following at May 31, 2012 and 2011, respectively:
2012
Convertible Notes Payable- Related Party
Loan payable to a shareholder bearing interest at 18% originaly due on July
20, 2012 and currently due on demand, convertible to common stock at
$1.00 per share
Loan payable to a shareholder bearing interest at 18% due on February 17,
2013, convertible to common stock at $1.00 per share
Total Convertible Notes Payable Related Party
Convertible Notes Payable
Loan payable bearing interest at 15% due on May 29, 2012, convertible to
common stock at 55% of the lowest closing price during the ten days
immediately preceding conversion. Subsequent to May 31, 2012, the
lender has agreed to convert this note payable to shares of the
Companys common stock. As of the date of the report, the common
stock has not been issued.
Loan payable bearing interest at 15% due on June 28, 2012, convertible to
common stock at 55% of the lowest closing price during the ten days
immediately preceding conversion. Subsequent to May 31, 2012, this
loan payable was refinanced with the maturity date extended to June 11,
2013.
Loan payable bearing interest at 15% due on August 13, 2012, convertible
to common stock at 55% of the lowest closing price during the ten days
immediately preceding conversion. Subsequent to May 31, 2012, this
loan payable was refinanced with the maturity date extended to June 11,
2013.
Less: Discounts
Plus: Amortization of Discounts
Loan payable bearing interest at 4% due on May 16, 2011, convertible to
common stock at $2.00 per share. The note was converted in October
2011.
Loan payable bearing interest at 4% due on May 16, 2012, convertible to
common stock at $2.00 per share. The note was converted in October
2011.
Total Convertible Notes Payable

2011

300,000

185,000
485,000

150,000

150,000

250,000
(550,000)
370,834

1,000,000

370,834

Accrued interest on the convertible notes payable was $205,305 and $246,694 at May 31, 2012 and 2011, respectively.

4,000,000
5,000,000

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

Note 5. Income Taxes


The Company and its subsidiary file a consolidated federal income tax return.
The Companys effective tax rate of 34% for the years ended May 31, 2012 and 2011 differed from the federal statutory rate due to
valuation adjustments of 34%.

The tax accruals are reflected as follows:

Income tax provision (benefit)


Change in valuation allowance
Income tax provision (benefir)

$
$

For the Years Ended May 31,


2012
2011
(729,400) $
(476,000)
729,400
476,000
$
-

Deferred tax assets and liabilities are as follows:


As of May 31,
2012

2011

Deferred tax assets relating to:


Net loss carryforward

5,927,000

5,198,000

Less: valuation allowance


Total deferred tax asset

(5,927,000)
-

(5,198,000)
-

A valuation allowance for deferred tax assets is required when it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of this deferred tax asset depends on the Companys ability to generate sufficient
taxable income in the future. Management believes it is more likely than not that the net deferred tax asset will not be realized by
future operating results. The valuation allowance increased by approximately $729,000 and $476,000 for the years ended May 31,
2012 and 2011, respectively.

At May 31, 2012, the Company had net operating loss carry-forwards for federal income tax purposes of approximately $5,927,000
which expire in years 2030 through 2032.

The Company routinely assesses potential uncertain tax positions and, if required, establishes accruals for such amounts. Only tax
positions that meet the more-likely-than-not recognition threshold are recorded.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

Note 6. Going Concern

As reflected in the accompanying financial statements, the Company has accumulated net losses of $9,375,376 since inception and net
cash used in operations of $860,530 for the year ended May 31, 2012.

The Company intends to raise additional working capital either through private placements, public offerings and/or bank financing.
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash
flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing
necessary to support the Companys working capital requirements. To the extent that funds generated from any private placements,
public offerings and/or bank financing are insufficient to support the Companys working capital requirements, the Company will have
to raise additional working capital from additional financing. No assurance can be given that additional financing will be available, or
if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not renew or
continue its operations.
These conditions raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 7. Related Party Transactions

The sole director and officer of the Company and a shareholder advance funds to and from the Company from time to time. During the
year ended May 31, 2012, the sole director and officer of the Company forgave net advances totaling $17,910. The balance due the
sole director and officer and the shareholder was $232,245 and $201,430 at May 31, 2012 and 2011, respectively.
In connection with the conversion of the convertible notes the holder forgave $236,981 in accrued interest. The Company recorded the
forgiveness of debt as a contribution to capital.
Note 8. Stockholders Equity (Deficit)

Fiscal year ended 2011:

In May 2011, the Company issued 790,722 restricted common shares in exchange for $790,722 of related party in accordance with the
original terms of the convertible debt agreements, and accordingly, no gain or loss was recognized.
Fiscal year ended 2012:
On June 2, 2011, the Company declared a 5% stock dividend for holders of record on June 27, 2011, payable on or about June 30, 2011
representing 2,481,154 shares of common stock.
In July 2011, the Company issued 20,000 shares of common stock to a former consultant as settlement of a dispute. The common
stock had a fair market value of $10,300.
In October 2011, the Company issued 5,000,000 shares of common stock upon the conversion of $5,000,000 in notes payable in
accordance with the original terms of the convertible debt agreements, and accordingly, no gain or loss was recognized.
In November 2011, the Company issued 70,000 shares of common stock as compensation to two consultants. The fair market value of
the common stock was $30,000.
In December 2011, the Company issued 83,334 shares of common stock as compensation for fees to execute a note payable agreement.
The fair market value of the common stock was $16,668.
On December 5, 2011, the Company declared a 2-for-1 forward stock split. All share and per share amounts have been retroactively
restated.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2012

Note 8. Stockholders Equity (Deficit) (continued)


In March 2012, the Company issued 83,334 shares of common stock as compensation for fees to place notes payable. The fair market
value of the common stock was $19,167.
In May 2012, the Company issued 25,000 shares of common stock as compensation for fees to place notes payable. The fair market
value of the common stock was $20,225.
Warrants
The Company issued 400,000 warrants in connection with the convertible notes payable totaling $550,000. The warrants have an
exercise price of $0.55 per share, subject to adjustment, and have a term of two years. The warrants contain a reset provision whereby
if the Company issues common stock or options at a price below $0.55 per share then the exercise price will be adjusted. The exercise
price adjustment provision does not apply to an initial public offering.
The conversion features are accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at
each reporting date due to anti-dilution reset features. The fair value was estimated on the date of grant using a Black-Scholes optionpricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 19%; risk-free
interest rate of 0.07% and an expected holding period of 24 months for the warrants. The resulting values, at the date of issuance, were
allocated to the proceeds received and applied as a discount to the face value of the convertible notes payable and warrants. The
Company recorded a derivative expense on the warrants of $47,391 at inception based on the guidance in ASC 815-10 and ASC 81540-15.
In regards to the convertible notes payable, the Company also recognized a derivative liability of $1,000,462 and an expense of
$525,462 at inception and a change in fair value of $221,366 for the year ended May 31, 2012, resulting in a derivative liability of
$779,096 at May 31, 2012.
In regards to the warrants, the Company also recognized a derivative liability and expense of $47,391 at inception and a change in fair
value of $160,017 for the year ended May 31, 2012, resulting in a derivative liability of $207,408 at May 31, 2012.

Note 9. Subsequent Events

On June 12, 2012, the Company consolidated two of its convertible notes payable into one convertible note payable. The maturity date
was extended to June 11, 2013 and the other terms remained the same.
On August 1, 2012, the Company acquired Macte! Labs, Inc. pursuant to a share exchange agreement. The Company paid $50,000 and
issued 3,687,500 put warrants. The put warrants can be exchanged for on a 1 for 1 basis at the option of the holder into the Companys
common stock.

Annual Report
Year Ended May 31, 2013

YIPPY, Inc.
(a Nevada Corporation)
Current Trading Symbol: YIPI
CUSIP Number: 98584Y103

Tax ID Number: 98-0585450

WE PREVIOSLY WERE A SHELL COMPANY AND ARE NOT CURRENTLY A


REPORTING COMPANY AS THAT TERM IS DEFINED IN THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND THEREFORE, THE EXEMPTION
OFFERED PURSUANT TO RULE 144 IS NOT CURRENTLY AVAILABLE. ANYONE
WHO PURCHASED SECURITIES DIRECTLY OR INDIRECTLY FROM US OR ANY OF
OUR AFFILIATES IN A TRANSACTION OR CHAIN OF TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING CANNOT SELL SUCH SECURITIES IN AN OPEN
MARKET TRANSACTION.

PART A GENERAL COMPANY INFORMATION


Item 1. The Exact Name of the Issuer and its Predecessor.

Yippy, Inc., a Nevada corporation (hereinafter referred to as the Company or


Yippy).

Formerly Cinnabar Ventures, Inc. until April 2010 (Certificate of Amendment to the
Companys Articles of Incorporation filed with the Nevada Secretary of State on
April 15, 2010, as filed with the U.S. Securities and Exchange Commission (the
SEC) as Exhibit 3.1 to the Companys Current Report on Form 8-K on May 10,
2010).

Item 2. The Address of the Issuers Principal Executive Offices.


Yippy, Inc.
17595 S. Tamiami Trail, Suite 270
Fort Myers, FL 33908
Phone Number: 877-947-7901
Fax Number: 877-947-7901
Email: info@yippyinc.com
Website: www.yippy.com
Item 3. The Jurisdiction and Date of the Issuers Incorporation or Organization.
The Company was originally organized under the laws of the State of Nevada on May 24, 2006.
PART B SHARE STRUCTURE
Item 4. The Exact Title and Class of Securities Outstanding.
Class of Securities: Common
CUSIP Number: 9858Y103
Trading Symbol: YIPI.PK
Item 5. Par or Stated Value and Description of the Security.
A. Par or Stated Value
Common Stock, par value $0.001 per share
B. Description of Common Stock
The holders of shares of common stock have no subscription, redemption, subscription, sinking fund
or conversion rights. In addition, the holders of shares of common stock have no preemptive rights
to maintain their percentage of ownership in future offerings or sales of our stock. The holders of
shares of common stock have one vote per share in all elections of directors and on all other matters
submitted to a vote of our stockholders. The holders of common stock are entitled to ratably receive
dividends, if any, as and when declared from time to time by our board of directors out of funds
legally available therefore. Upon liquidation, dissolution or winding up of our affairs, the holders of

common stock will be entitled to participate equally and ratably, in proportion to the number of
shares held, in our net assets available for distribution to holders of common stock. The shares of
common stock currently outstanding are fully paid and non-assessable. There is no provision in the
Companys articles of incorporation or bylaws that would delay, defer, or prevent a change in
control of the issuer.
Item 6. The Number of Shares of Total Amount of the Securities Outstanding for Each Class
of Securities Authorized.
PERIOD END DATE
May 31, 2013
May 31, 2012
Number of Authorized Shares

75,000,000

75,000,000

Number of Outstanding Shares

53,198,544

53,173,544

Public Float

9,180,000

8,040,000

No. of Beneficial Shareholders

1123

1067

Total No. of Shareholders of Record

195

187

Item 7. The Name and Address of the Transfer Agent.


PACIFIC STOCK TRANSFER COMPANY
4045 South Spencer Street, Suite 403
Las Vegas, NV 89119
Tel: (702) 361-3033
Fax: (702) 433-1979
E-mail: info@pacificstocktransfer.com
Pacific Stock Transfer Company is registered under the Exchange Act and is an SEC approved
transfer agent, under the regulatory authority of the SEC.
PART C BUSINESS INFORMATION
Item 8. The Nature of the Issuers Business.
A. Business Development
1. The form of organization of the issuer.

Yippy, Inc., a Nevada corporation.

2. The year that the issuer was organized.

The Company was incorporated on May 24, 2006.

3. The issuers fiscal year end date.

May 31.

4. Whether the issuer has been in bankruptcy, receivership, or any similar proceeding.

Neither the Company nor any of its predecessors have been in bankruptcy, receivership or
any similar proceeding.

5. Any material reclassification, merger, consolidation, or purchase or sale of a significant amount of


assets.

On January 26, 2010, the Company completed the acquisition of Yippy Soft, Inc., a
Delaware corporation (formerly Yippy, Inc.) (Yippy Soft). On the Closing Date,
the Company acquired 100% of the issued and outstanding Yippy Soft common stock
from the Yippy Soft shareholders. In exchange for the Yippy Soft common stock, the
Company issued 2,340,000 shares of the Companys common stock to the Yippy Soft
shareholders, at such time representing approximately 10.51% of the issued and
outstanding common stock of the Company. Through its acquisition of Yippy Soft,
the Company acquired rights to 100% of the assets of Yippy Soft.

On April 15, 2010, the Company changed its name from Cinnabar Ventures, Inc. to
Yippy, Inc. and applied for a new CUSIP and trading symbol.

On May 17, 2010, the Company entered into a license agreement with Vivsimo, Inc.,
a subsidiary of IBM, Inc. (Vivsimo), granting the Company a transferable,
perpetual, unlimited (users), non-exclusive, world-wide right to the use of Velocity,
a software information optimization platform that unifies access to secure business
repositories, presents relevant information and enables knowledge sharing across an
enterprise, for use in connection with computer applications currently being
developed by the Company. In connection with the license agreement, the Company
acquired the domain Clusty.com, a metasearch engine, and all sub-domains and
scripts related thereto, pursuant to a purchase agreement. Vivsimo agreed not to
compete with the Company in consumer search for a period of two years. Total
consideration paid to Vivsimo under the purchase agreement and license agreement
was approximately $5,550,000 (the Acquisition Price). The Acquisition Price
included two cash payments and the issuance of two convertible promissory notes,
each bearing interest at a rate of four percent (4%) per annum (together, the Notes).
Vivsimo had the option, at the maturity of either or both of the Notes, to elect to
convert the principal and interest then due into shares of the Companys common
stock (Conversion Shares) at a price of $2.00 per share. On December 5, 2011, the
Company issued 5,250,000 shares of the Companys common stock to Vivsimo in
consideration for the conversion of the Notes, and received an extension on the noncompete until May 16, 2013.

On August 1, 2012, the Company entered into a share exchange agreement, by and
among the Company, Yippy Labs, Inc., Macte! Labs, Inc. and the shareholders of
Macte! Labs, Inc. Pursuant to the terms of the share exchange agreement, Yippy
Labs, Inc. acquired 100% of the issued and outstanding shares of Macte! Labs, Inc.
from the Macte! Lab, Inc. shareholders in exchange for shares of Yippy Labs, Inc.
The shares of Yippy Labs, Inc. are exchangeable into shares of the Company upon

the satisfaction of certain events.

On March 31, 2013, the Company sold Macte! Labs, Inc. (a Canadian Corporation),
with certain non-essential brands, software and domain assets to four private
individuals. The value of the assets at the time of sale were $902,150.00 (USD). The
Company retained the rights to certain development tools included in the original
acquisition.

On June 14, 2013, the Company entered into a license agreement with Muse Global,
Inc., granting the Company a transferable, perpetual, non-exclusive world-wide right
to the use of Muse Federated Search Module, Muse Source Packages, Muse Source
Factory, Information Connection Engine Server, Muse Web Bridge Communication
Interface, Muse Consoles for Applications Administration, Embedded Apache
Tomcat, Muse Control Centre platform and Muse Web Bridge Communication
Interface API. The license agreement specifies use in conjunction with the
Companys Application Services Environment in the cloud with interconnections
developed by the Company for Velocity and other internally developed programs.
The license was fully paid at closing.

6. Any default of the terms of any note, loan, lease, or other indebtedness of financing arrangement
requiring the issuer to make payments.

Except as stated below, the Company is current on all obligations.


In 2010, the Company entered into a software contract with Gartner, Inc (Gartner).
The contract became in dispute by the parties and eventually went to litigation after
settlement negotiations failed. Amount outstanding is $68,908. To date Gartner has
not performed any of the services billed under the agreement.

7. Any change of control.

On September 9, 2009, the Company entered into a material agreement with Belmont
Partners, LLC, a Virginia limited liability company (Belmont), by which Belmont
acquired the majority of the issued and outstanding common stock of the Company.
Belmont purchased Five Million (5,000,000) shares of common stock, representing
approximately 78.86% of the Companys then issued and outstanding common stock.

On October 14, 2009, Richard Granville, individually, acquired the majority of the
issued and outstanding common stock of the Company from Belmont. Pursuant to
the terms of the purchase agreement, Mr. Granville purchased Five Million
(5,000,000) shares of common stock, representing approximately 78.86% of the
Companys then issued and outstanding common stock for a total purchase price of
One Hundred and Ninety Five Thousand Dollars ($195,000.00).

8. Any increase in 10% or more of the same class of outstanding equity securities.

In September 2006, the Company issued 1,000,000 common shares, increasing the total
outstanding common shares from 5,720,000 to 6,720,000.

On January 26, 2010, the Company issued 2,340,000 shares of the Companys common
stock in consideration for the acquisition of Yippy Soft.

On December 5, 2011, the Company issued 5,250,000 shares of the Companys common
stock to Vivsimo, Inc., a subsidiary of IBM, in consideration for the conversion of two
promissory notes.

9. Any past, pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition,
spin-off, or reorganization.

On November 5, 2009, the Company approved a 3-for-1 forward split of the Companys
issued and outstanding common Stock. Immediately following the forward split, there were
Nineteen Million and Twenty Thousand (19,020,000) shares of Companys common stock
issued and outstanding. The forward split took effect on November 17, 2009.

On June 2, 2011, the Company declared a 5% stock dividend for holders of record on June
27, 2011, payable on or about June 30, 2011. As a result of this dividend, the number of
shares issued and outstanding as of June 30, 2011, is 23,840,629, as compared to 22,705,361
and 22,310,000 as May 31, 2011 and 2010, respectively.

On November 5, 2011, the Company approved a 2-for-1 forward split of the Companys
issued and outstanding common Stock. Immediately following the forward split, there were
52,981,876 shares of Companys common stock issued and outstanding. The forward split
took effect on December 5, 2011.

The Company has entered into a non-binding letter of intent with The Gale Group, Inc.
relating to the Companys proposed acquisition of the HighBeam business segments owned
by The Gale Group, Inc. The completion of the transaction is subject to negotiation of
definitive transaction documents and certain other conditions. During the negotiations, The
Gale Group entered into bankruptcy protection and the deal was put on hold pending the
outcome of Gales bankruptcy proceeding.

The Company has entered into a binding letter of intent with Gigablast, Inc. relating to the
Companys proposed merger or acquisition of certain assets, accounts or property owned by
Gigablast, Inc. The completion of the transaction is subject to negotiation of definitive
transaction documents and certain other conditions.

10. Any delisting of the issuers securities by and securities exchange or deletion from the OTC
Bulletin Board.

On September 22, 2010, the Company voluntarily filed a Form 15 under Rule 15d-6.

11. Any current, past, pending or threatened legal proceedings or administrative actions either by or
against the issuer that could have a material effect on the issuers business, financial condition, or
operations and any current, past or pending trading suspensions by a securities regulator. State the
names of the principal parties, the nature and current status of the matters, and the amounts involved.

As of the current date, we are currently not involved in any litigation that we believe could
have a material adverse effect on our financial condition or results of operations. There is no

action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the
executive officers of our company or any of our subsidiaries, threatened against or affecting
our company, our common stock, any of our subsidiaries or of our companies or our
subsidiaries officers or directors in their capacities as such, in which an adverse decision
could have a material adverse effect.
B. Business of Issuer
Introduction
Yippy, Inc. (Yippy, the Company, we, us or our) designs, develops, markets, distributes
and supports access and data management software in a cloud configuration. Yippy operates three
distinct business divisions which deliver a wide range of products and services for enterprise, EDU
(education) and consumer customers.
1) Enterprise
Yippy recently launched its EASE (Enterprise Application Services Environment) platform which
provides Single Sign On access to all systems throughout the enterprise. EASE provides
authenticated web-based i2 Intra-Cloud access to all disparate databases, application servers,
operating systems and virtualized environments. EASE will improve the performance, productivity,
scalability and reliability of enterprise applications and associated programs through custom
software infrastructure components that are designed from inception to support, interact or
interoperate with other disparate database, software or hardware platforms through role based Active
Directory (AD) access authentication. As such, we believe Yippy to be the only company in the
world that can demonstrate true ESSO (Enterprise Single Sign On) access, which is considered a top
attainment level for enterprise IT markets.
Our success in ESSO development has been predicated by identifying early on in our start-up phase
the need for ESSO and the realization that no other IT firm was able to provide an all-in-one
solution for the enterprise through a single customizable user interface with access via all internet
enabled devices. As such, we believe that our trademarked slogan Welcome to Cloud embodies
our unique abilities to break down the walls of the status quo and help move legacy prone
enterprises into the next evolution of information technologies.
Providing ESSO access to all disparate systems and data points was achieved by internally
developed and acquired programs over the last four years of the Companys operation. The
internally developed programs include but are not limited to multiple skin-able user interfaces,
access controls and active directory interconnection scripting that works seamlessly with the
programs acquired from Vivisimo (IBM) (2010), Macte Labs (2012), and MuseGlobal (2013).
The following list of capabilities is available through Yippys EASE i2 platform:

Platform Agnostic Enterprise Single Sign On (ESSO);


Active Directory (AD) interface for identity and access management;
Server and User performance monitoring and analytics;
Secure Web Browser (No trace outside enterprise);
Data Harvesting;
Data Visualization;

Discovery (Clustered Search);


Data Management and Storage;
Disaster Recovery (DR);
Enterprise Social Networking;
HR - Video Training Platform Continuing Education; and
Accessibility through any Internet enabled device.

2) EDU
Yippy also provides learning products and sophisticated custom search products to higher learning
institutions. Yippy can be private labeled for educational companies, school districts and
universities. Yippys custom search products are able integrate multiple federated sources from an
unlimited amount of information databases. Yippys active and passive filters are written
specifically for Velocity scrub search results, providing a robust research information cluster on
topic and devoid of objectionable material. Additional active filters were recently created to
override all major browsers through extension technologies to deny access to blacklisted websites or
websites with content that contains terms deemed inappropriate or wholly irrelevant.
Yippys EDU search application, formerly known as Clusty, got its start in Pittsburgh, PA, in 2004,
when the search software company Vivsimo decided to take its award-winning search technology to
the web. Vivsimo was founded in 2000, by three Carnegie Mellon University scientists who
decided to tackle the problem of information overload in web searches. Rather than focusing just on
search engine result rankings, they realized that grouping results into topics, or clouds, made for
better search and discovery. As searching became a necessity for students, Vivsimo developed a
service robust enough to handle the variety of information the everyday web user was after. The
result was Clusty, an innovative way to get more out of every search. Clusty.com was acquired by
Yippy in May 2010, along with the program known as Velocity.
Yippy queries several top search engines and research sites combining the results with internal
indexes, and generates an ordered list based on comparative ranking. This approach helps raise the
best results to the top and push search engine spam to the bottom. What we believe makes Yippy
truly unique is what happens after a user searches. Instead of delivering only search results, Yippy
search groups similar results together into Clouds or clusters. The Clouds help separate search
results by topic so the searcher can zero in on exactly what they are searching for. This is especially
useful for students of at all education levels.
Yippy.com allows students to access normally blocked search keywords such as breasts or sexual
health, as examples, without generating pornographic results and allows access to websites that are
blocked by dumb software/hardware, giving educators more time to teach and less time overriding
other inferior protective programs. This is enhanced by the Yippys access to non-public
information repositories that provide access to thousands of periodicals, magazines, newspapers,
books, articles and journals not available on any other search engines and combining with the best of
the web.
3) Consumer
The Company provides secure, family friendly, online web destinations and services such as search,
browser, email, cloud applications and storage. Yippy operates one of the most robust filtered
search engines available and provides an unparalleled approach to child safe web browsing and
application aggregation within one of the most visually appealing web properties on the internet.

Yippy creates consumer environments around conservative family values and provides all the tools
necessary for all aspects of online activities.
1. Indicate the issuers primary and secondary SIC codes.

Primary: 7372 (Prepackaged software)

Secondary: Not applicable.

2. If the issuer has never conducted operations, is in the development state or is currently conducting
operations.

The Company is currently conducting operations.

3. Whether the issuer is or has at any time been a shell company.

The Issuer is currently not considered to be a shell company, however, the Company was
previously deemed to be a shell company prior to the acquisition of Yippy Soft (see legend
on cover page).

4. The names of any parent, subsidiary, or affiliate of the issuer, and its business purpose, its method
of operation, its ownership, and whether it is included in the financial statements attached to this
disclosure statement.

Yippy Soft, Inc., a Delaware corporation, 100% owned subsidiary; and

5. The effect of the existing or probable governmental regulations on the business.

Not applicable because the Company does not operate in a regulated business as of the date
of the document.

6. An estimate of the amount spent during each of the last two fiscal years on research and
development activities, and, if applicable, the extent to which the cost of such activities are borne
directly by customers

Approximately Three Hundred and Twenty Five Thousand Dollars ($325,000) has been
spent on product research and development (R&D), including consulting fees and market
research activities during the prior two fiscal years. The R&D activities included the
completion of specific code sets and databases needed to run the Yippy and the application
services environments, along with market testing. These costs have been memorialized as an
expense in the financial statements.

7. Costs and effects of compliance with environmental laws (federal, state and local).

None.

8. The number of total employees and number of full-time employees.

The Company, including its operating subsidiaries, currently has 3 employees who are

employed on a full-time basis. The Company now engages independent contractors to


maximize flexibility and control expenditures due to the new Affordable Healthcare Law
(Obama Care). The Company has employed over 30 different specialized employees over
the last 4 years to enhance the EASE platform while in the beta-testing phase. It is not the
goal of the Company to maintain significant staffing. Yippy is a company that develops
software platforms to sell to larger competing companies who have the proper infrastructures
in place to sell and maintain programs designed by the Company.
Item 9. The Nature of Products or Services Offered.

Client-Server interactions
Auto Authentication
Data storage
Calculations of any type
Detailed Analytics
Federation of Content
Database Bridge and Connectors
Business Intelligence
Federated Search
Enterprise Content Management
E-Discovery
Consumer Social Platforms
Social Software in the Workplace
Big Data Integration Tools
Real time curated content and filtering
Web based applications
SSO applications

B. Distribution Methods of the Products or Services


We develop innovative products that increase the performance of applications, databases and
infrastructure, and improve the productivity of the people who manage them; enabling customers to
solve some of the toughest IT challenges and evolve into the next generation of cloud computing.
The Companys growth plan has been to test our software through proof of concept type
deployments in our three business divisions.
The Company proved its viability as a consumer search product in 2011. Our next goal was to prove
our marketability for EDU businesses, which was accomplished through a partnership with the Gale
Group in 2012. The final initiative was to prove out our ESSO concept software with a Fortune 100
company, which is ongoing as of the date of this report.
C. Status of any Publicly Announced New Product or Service
At this time, the Company has several new product or services that have been publicly announced.
D. Competitive Business Conditions, the Issuers Competitive Position in the Industry, and
Methods of Competition.

The market for IT systems management solutions is extremely competitive. While the Company
currently has distinctive advantages to other service providers we expect competition to increase
from both existing competitors and new market entrants. We believe that our or a purchasing
partys ability to compete is secure due to the following:

The ease of use, performance, features, price and reliability of our products as
compared to those of our competitors;

The value proposition of our products in terms of return on investment and/or


reduced cost of ownership;

The timing and market acceptance of new products and enhancements to existing
products developed by us;

The effectiveness of our sales and marketing plans; and

The uniqueness of our software and distribution methods via the i2 Intra Cloud
approach.

E. Sources and Availability of Raw Materials and the Names of Principal Suppliers.
The Company does not use raw materials in its current business model.
F. Dependence on One or a Few Major Customers.
The Company is not dependent on any one client or customer as it seeks a worldwide user base
comprised of individuals and their respective families.
G. Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts, Including Their Duration.
All Intellectual property is current, protected and registered with all applicable state and government
agencies.
Intellectual
Property Type

Description

USPTO
Serial No.

Filing Date

Status

Word Mark

YIPPY

77936102

February 15, 2010

Current

Word Mark

Welcome to the Cloud

77871643

November 12, 2009

Current

H. The Need for Any Government Approval of Principal Products or Services and the Status of
Any Requested Government Approvals.
The Company does not require government approval for its business model.
Item 10. The Nature and Extent of the Issuers Facilities.
The Company does not currently own any facility. The Company currently maintains a leased
administrative office in Fort Myers, Florida. The facility is located at 17595 S. Tamiami Trail, Suite

270, Fort Myers, Florida 33908, in the Sea Tech Center. The modern building is on fiber and the
Company suite is 1,500 sq. ft. with 6 offices, reception area, conference room and open development
space. The office is fully furnished with modern furnishing purchased new in 2010. The Company
purchased all necessary equipment for business operations in 2010. The current term of the lease is
for 12 months and it expires on September 30, 2014. The monthly rent is $1,060.00. The Company
has the option to renew the lease for additional 12-month periods.
PART D MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION
Item 11. The Name of the Chief Executive Officer, Members of the Board of Directors, as well
as Control Persons.
A. Officers and Directors
The following table and text sets forth the names and ages of all our directors and executive officers
and our key management personnel as of September 30, 2013. All of our directors serve until the
next annual meeting of stockholders and until their successors are elected and qualified, or until their
earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the
board of directors, and are elected or appointed to serve until the next board of directors meeting
following the annual meeting of stockholders. Also provided is a brief description of the business
experience of each director and executive officer and the key management personnel and an
indication of directorships held by each director in other companies subject to the reporting
requirements under the Federal securities laws.

Name

Age

Position

Richard Granville

44

Chief Executive Officer, Chairman

Morton Fink

80

Director

Debbie Sharken

43

Director

Richard Granville, age 44, Chief Executive Officer, Chairman of the Board of Directors
1. Full name
Mr. Richard Granville
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
Mr. Granville, age 44, has over twenty years experience in new technology development, sales and
marketing experience. From November 2008 to present, Mr. Granville has served as the Managing
Partner of Yippy Partnership Group and now is the Chief Executive Officer of Yippy, Inc. From
November 2006 to September 2008, Mr. Granville served as Chief Executive Officer of Jack9
Entertainment, Inc (Jack9). Jack9 was one of the most successful IPTV units online and under Mr.

Granvilles direction, achieved a top 250 web property. From March 2003 to October 2006, Mr.
Granville served as President of Southpaw, Inc., a Florida building contractor that served central
Florida for residential and light commercial construction. From June 2001 to March 2003, Mr.
Granville served as President of Granville Management Services, where he helped small emerging
businesses in the green technologies sector. Mr. Granville invested time and capital into green
home technology and automation, alternative energy research and grid management in the United
States, Dominican Republic, Canada and Mexico.
From 1998 to 2000, Mr. Granville also served as the Chairman and Chief Executive Officer of
Grace Development, Inc., a public telecommunications company serving customers in the southeast.
Mr. Granville took the company to nearly a billion dollar market cap before he was succeeded by
Ben Holcomb the former President of Bell South International in Feb. 2000. Prior to Grace
Development, Mr. Granville held multiple management positions for public companies and also
served honorably in the United States Navy in Aviation.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Mr. Granville received no significant compensation from the Company in 2012 and 2011 and
currently operates the business without an employment contract.
6. Number and class of the issuers securities beneficially owned by each such person
34,776,000 Common Shares
Morton Fink, age 80, Director
1. Full name
Morton Fink
2. Business address
17595 S. Tamiami Trl., #300 Fort Myers, Florida 33908
3. Employment history
Mr. Finks distinguished career has included executive management positions in the media,
broadcast, cable and electronics industries. His experience provides a unique combination of
management, leadership, and entrepreneurial skills. Mr. Fink was the founding CEO of Warner
Home Video; his efforts drove Warner's dominant worldwide market share.
As Senior Vice President of Sony Corporation of America, he launched Betamax, established Sony
Broadcast and the U.S. Technology Center. As Executive VP of United Satellite Communications,
Mr. Fink developed marketing, sales and distribution strategies and managed satellite and ground
operations as well as customer service for the first DBS entertainment start-up. Mr. Fink also served

as the President of Cablevision's Home Video Division, and as Vice President of the CBS Comtec
Group.
Currently, he consults for the Office of the Chairman at Cablevision System Corporation, working
with a small team, hand-in-hand with the Founder and Chairman of the company, Charles Dolan.
There, he analyzes and evaluates opportunities to take the core competencies of the corporation to
areas outside the Companys current cable footprint domestically and internationally. He also
analyzes and evaluates investment opportunities in Emerging Global, Ethnic and IPTV Ventures.
Mr. Fink holds a BS in Business Administration from New York University.
4. Board memberships and other affiliations
None
5. Compensation by the issuer
Mr. Fink received 250,000 common stock purchase warrants in connection with his appointment to
the Companys board of directors for 2012.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.
Debbie Sharken, age 43, Director
1. Full name
Debbie Sharken
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
For almost 20 years, Ms. Sharken has been an expert in consumer direct marketing, relationship
marketing, and advertising. She has honed her skills at top-notch agencies like McCann Relationship
Marketing, Grey Direct, and Saatchi & Saatchi Wellness. Ms. Sharken has built her career on her
abilities to create strategic, customized marketing campaigns that develop lasting relationships
between brands and their customers. She has extensive experience across all marketing channels and
disciplines, including a deep expertise in building digital businesses. Ms. Sharken is currently the
Chief Marketing Officer at the Direct Marketing Association and is helping to lead the organization
and its members meet the challenges of today's marketplace. She holds a BS in Advertising from
Syracuse University.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer

Ms. Sharken received 250,000 common stock purchase warrants in connection with his appointment
to the Companys board of directors for 2012.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.
B. Legal/Disciplinary History
During the past five years, none of the Companys officers or directors have been the subject of:
(1) A conviction in a criminal proceeding or named as a defendant in a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(2) The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated,
by a court or competent jurisdiction that permanently or temporarily enjoined, barred,
suspended or otherwise limited such persons involvement in any type of business, securities,
commodities, or banking activities;
(3) A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission, the Commodity Futures Trading Commission, or a state
securities regulator of a violation of federal or state securities or commodities law, which
fining or judgment has not been reversed, suspended or vacated; or
(4) The entry of an order by a self-regulatory organization that permanently or temporarily
barred, suspended or otherwise limited such persons involvement in any type of business or
securities activities.
C. Disclosure of Certain Family Relationships.
There are no family relationships among the Companys directors, officers, or beneficial owners of
more than five percent (5%) of the issuers common stock.
D. Disclosure of Related Party Transactions.
On January 26, 2010, the Company issued 2,340,000 shares of its common stock in exchange for
100% of the issued and outstanding stock of Yippy Soft, Inc. At the time of the transaction, Mr.
Granville was the Chief Executive Officer of both companies.
E. Disclosure of Conflicts of Interest
There are no conflicts of interest with any of the officers or directors personal or professional
interests.
Item 12. Financial Information for the Issuers Most Recent Fiscal Period.
The financials for the years ended May 31, 2013, are included at the end of this Annual Report.
Such financial statements are incorporated by reference herein.

Item 13. Similar Financial Information for Such Part of the Two Preceding Fiscal Years
as the Issuer or Predecessor has been in Existence.
The audited financials for the years ended May 31, 2012 and 2011, respectively, are filed in the
Companys Annual Report for the fiscal year ended May 31, 2012, filed with the OTCQX and are
incorporated by reference herein.
Item 14. Beneficial Owners
The following table presents information concerning the beneficial ownership of the shares of our
common stock as of September 30, 2013, by: (i) each of our named executive officers and current
directors, (ii) all of our current executive officers and directors as a group and (iii) each person we
know to be the beneficial owner of 5% of more of our outstanding shares of common stock. Unless
otherwise specified, the address of each beneficial owner listed in the table is c/o Yippy, Inc., 17595
S. Tamiami Trail, Suite 270, Fort Myers, FL 33908.
Current
Share
Ownership

Percent of
Class (1)

Total
Beneficial
Ownership

Percent of
Class (2)

34,776,000

67.9%

35,026,000 (3)

68.4%

Morton Fink
Director

0%

250,000 (4)

>1%

Debbie Sharken
Director

0%

250,000 (4)

>1%

Edward Noel
Former Officer and Director

0%

250,000 (4)

>1%

All directors and officers as a Group


(4 persons, including former CEO)

34,776,000

67.9%

35,776,000

69.8%

International Business Machines,


Inc. (IBM)

5,250,000

10.3%

5,250,000

10.3%

All directors, officers and 5%


holders as a Group (5 persons)

40,026,000

78.1%

41,026,000

80%

Name
Richard Granville
Chief Executive Officer, Chairman

(1) Based on 51,198,544 shares outstanding as of September 30, 2013.


(2) Based on a total of (i) 51,198,544 shares outstanding as of September 30, 2013, and
(ii) 1,250,000 common stock purchase warrants outstanding as of September 30,
2013.
(3) Richard Granville is the current owner of 34,776,000 shares of the Companys
common stock by virtue of his direct ownership of 23,184,000 shares and his control

of entities that directly own 11,592,000. In addition, Mr. Granville is the beneficial
owner of 35,026,000 by virtue of his aforementioned current ownership and his
beneficial ownership of common stock purchase warrant to purchase 250,000 shares
of the Companys common stock.
(4) Mr. Fink and Ms. Sharken do not directly own any common stock of the Company.
Each is the beneficial owner of 250,000 shares of the Companys common stock by
virtue of common stock purchase warrants to purchase 250,000 shares of the
Companys common stock.
Item 15. The name, address, telephone number, and email address of each of the following
outside providers that advise the issuer on matters relating to operations, business
development and disclosure.
1. Investment Banker
None
2. Promoters.
None.
3. Counsel
Westerman Ball Ederer Miller
& Sharfstein, LLP
1021 RXR Plaza
Uniondale, NY 11556
Tel.: (516) 622-9200
Fax: (516) 622-9212
www.westermanllp.com

Lucosky Brookman LLP


101 Wood Avenue South
5th Floor
Woodbridge, NJ 08830
Tel.: (732) 395-4400
Fax: (732) 395-4401
www.lucbro.com

Greene, Fidler & Chaplan LLP


2719 Wilshire Blvd., Suite 200
Santa Monica, CA 90403
Tel.: (310) 315-1700
Fax: (310) 315-1701
www.gfcllp.com

4. Accountant or Auditor
Accountant:

Auditor:

Clear Financial Solutions, Inc.


710 N. Post Oak Rd., Suite 410
Houston, TX 77096
Tel.: (713) 780-0806
Fax: (800) 861-1175
www.clearfinancials.com

LBB and Associates


10260 Westheimer Road, Suite 310
Houston, TX 77042
Tel.: (713) 800-4343
Fax: (713) 583-2263
www.lbbcpa.com

5. Public Relations Consultant.


None.
6. Investor Relations Consultant.
None.

7. Any other advisor(s) that assisted, advised, prepared or provided information with respect to this
disclosure statement.
None.
Item 16. Managements Discussion and Analysis or Plan of Operation.
Forward-Looking Information
You should read the following discussion and analysis of our financial condition and results of
operations together with our financial statements and related notes appearing elsewhere in this
Annual Report. Various statements have been made in this Report that may constitute forward
looking statements. Forward-looking statements may also be made in Yippys other reports filed
with or furnished to the United States Securities and Exchange Commission or the OTC Markets,
and in other documents. In addition, from time to time, Yippy, through its management, may make
oral forward-looking statements. Forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ materially from such statements. The words believe,
expect, anticipate, optimistic, intend, plan, aim, will, may, should, could,
would, likely and similar expressions are intended to identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date on which they are made. Yippy undertakes no obligation to update or revise any
forward-looking statements.
Plan of Operation
The Company has several acquisition and partnership opportunities that are in different stages of
development. Each represents a potential role in the future business of Yippy. The Company has
over the last 12 months enjoyed an increase in the value of the intellectual property held by the
Company. This is evidenced by an increase in market capitalization of the Company over the same
period.
The business that Yippy represents offers vast opportunities in multiple verticals markets that
include enterprise, education and consumer markets. Since inception it has always been
managements goal to grow the business through internal development and strategic acquisitions of
software and synergistic technology companies that add value to the intellectual property of the
Company as well as provide future revenue growth. Management believes that the Company has
performed well in that regard, and will continue to assimilate more partnerships, synergistic
businesses and applications under the brand of Yippy until the eventual sale of the company or
software.
Results of Operations
Year Ended May 31, 2013 Compared to the Year Ended May 31, 2012
Revenues
Revenues for the year ended May 31, 2013, were $401,253, compared to $66,099, for the year
ended May 31, 2012, which represents an increase of $335,154. The increase was due to sales of

software development tools and custom software development services delivered during the fiscal
year ended May 31, 2013.
General and Administrative Expenses
General and administrative expenses were $1,690,768 for the year ended May 31, 2013, compared
to $1,333,350 for the year ended May 31, 2012. The increase of $357,418 is due primarily to
increases in stock based compensation of $511,495, rent expense of $11,815, and a decrease in
marketing and public relations costs of $234,012. In addition, interest expense increased by
$451,885, from $687,382 for the year ended May 31, 2012, to $1,119,142 for the year ended May
31, 2013, due to the higher cost of borrowing the Company experienced during this fiscal year and
debt discount amortization.
During the fiscal year ended May 31, 2012, the Company entered into a series of note agreements
and related warrants which resulted in a cumulative derivative liability of $1,047,853 at inception.
During the year ended May 31, 2013, the notes payable and warrants that gave rise to the derivative
liability were amended, resulting in income from debt forgiveness of $1,007,942 consisting of the
write down of the derivative liability.
During the fiscal year ended May 31, 2013, the Company purchased Macte! Labs, Inc., a Canadian
company, and sold certain of the assets of the Company, resulting in a loss of $4,211,634 from
these transactions due to the difference in stock price on the day the assets were purchased and on
the day they were sold.
Net Loss
The Company experienced a net loss of $6,450,978 for the year ended May 31, 2013 , compared
to a net loss of $3,273,894 for the year ended May 31, 2012. The change in net loss of $3,177,295
is mainly due to increases in general and administrative expenses, increased interest expense, the
gain on debt forgiveness and the loss on the sale of intangible assets.
Liquidity and Capital Resources
As of May 31, 2013, the Company had net cash of $22,705.
Net cash used for operating activities for the year ended May 31, 2013, was $1,307,536, as
compared to $860,530for the year ended May 31, 2012. The Company finances its operations
from the proceeds from debt offerings. Net cash obtained through all financing activities for the
year ended May 31, 2013, was $1,577,319 compared to $910,815for the year ended May 31,
2012.
The Company has an open credit line with Magna Group, LLC for $2,000,000 of which the
Company has drawn $732,000 as of September 20, 2012. The Company plans to raise additional
funds through joint venture partnerships, both project equity and debt financings or through future
sales of our common stock and potentially restricted stock, until such time as our revenues are
sufficient to meet our cost structure and financial obligations, and ultimately achieve profitable
operations. Our financial statements do not include any adjustments that might result from the
outcome of these uncertainties. If the Company is not successful in obtaining additional capital by
the end of fiscal year 2013, it may be limited in its ability to further the development of the current
product offering and to meet its financial commitments.

The Company is currently in discussions with potential financial and strategic sources of financing
but no definitive agreements are in place at the time of this reporting.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements, financings, or other relationships
with unconsolidated entities or other persons, also known as special purpose entities (SPEs).
PART E ISSUANCE HISTORY
Item 17. List of Securities Offerings and Shares Issued for Services in the Past Two Years.
On July 28, 2010, the Company issued 50,000 shares of common stock to a consultant, in exchange
for services to be rendered.
In July 2011, the Company issued 10,000 shares of common stock to a former consultant as
settlement of a dispute.
In November 2011, the Company issued 70,000 shares (split adjusted) of common stock as
compensation to two consultants.
In December 2011, the Company issued 83,334 shares of common stock as compensation for fees to
execute a Note Payable Contract.
In March 2012, the Company issued 83,334 shares of common stock as compensation for fees to
place a note payable.
In May 2012, the Company issued 25,000 shares of common stock as compensation for fees to place
a note payable.
PART F EXHIBITS
Item 18. Material Contracts.
(1)

Share Exchange Agreement, dated January 26, 2010, by and among Cinnabar Ventures
Inc., Yippy, Inc. and the shareholders of Yippy, Inc. (as filed as Exhibit C to the
Companys Initial Company Information and Disclosure Statement, filed with the
OTCQX on February 9, 2011).

(2)

Purchase Agreement, dated May 14, 2010, by and between Yippy, Inc. and Vivsimo,
Inc. (as filed as Exhibit D to the Companys Initial Company Information and Disclosure
Statement, filed with the OTCQX on February 9, 2011).

(3)

Software License Agreement, dated May 14, 2010, by and between Yippy, Inc. and
Vivsimo, Inc. (as filed as Exhibit G to the Companys Initial Company Information and
Disclosure Statement, filed with the OTCQX on February 9, 2011).

Item 19. Articles of Incorporation and Bylaws.

(1)

Articles of Incorporation, as amended (as filed as Exhibit A to the Companys Initial


Company Information and Disclosure Statement, filed with the OTCQX on February 9,
2011).

(2)

Bylaws (as filed as Exhibit B to the Companys Initial Company Information and
Disclosure Statement, filed with the OTCQX on February 9, 2011).

Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
Item 21. Issuers Certifications.
I, Richard Granville, certify that:
(1) I have reviewed this disclosure statement of Yippy, Inc.;
(2) Based on my knowledge, this disclosure statement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this disclosure statement; and
(3) Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this disclosure statement, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this disclosure statement.
Date: October 19, 2013

/s/ Richard Granville


Richard Granville
Chief Executive Officer
(Principal Executive Officer)
(Principal Financial Officer)

Yippy, Inc.
Financial Statements
Table of Contents

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders Equity/(Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Yippy, Inc.
Consolidated Balance Sheets
May 31,
2013

2012

Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Deposits

Total current assets

22,705
27,811
400,000

82,834
4,613
-

450,516

87,447

Intangible assets:
Software license
Software
Tradenames, brands and domains

3,605,000
902,150
1,500,000

3,605,000

Less: Accumulated amortization


Total intangible assets

6,007,150
(2,437,520)
3,569,630

5,105,000
(1,599,691)
3,505,309

Total assets

4,020,146

Liabilities and Stockholders' Equity (Deficit)


Liabilities:
Accounts payable and accrued liabilities
$
534,110
Advances from related party
48,800
Convertible notes payables, net of discounts
517,372
Convertible notes payables - related party
958,245
Derivative liabilities
Total current liabilities
2,058,527
Total liabilities

1,500,000

3,592,756

266,862
232,245
370,834
485,000
986,504
2,341,445

2,058,527

2,341,445

53,645
17,734,538
(15,826,564)
1,961,619

53,174
10,573,513
(9,375,376)
1,251,311

Commitments
Stockholders' equity (deficit)
Common stock, ($0.001 par value, 75,000,000 shares authorized,
53,645,810 and 53,173,544 issued and outstanding as of
May 31, 2013 and 2012, respectively)
Additional paid in capital
Accumulated deficit
Total stockholders' equity (deficit)
Total liabilities and stockholders' equity (deficit)

4,020,146

3,592,756

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

Yippy, Inc.
Consolidated Statements of Operations

Years Ended May 31,


2013
2012
Revenues

Operating expenses
General and administrative expense
Amortization expense
Total operating expenses
Loss from operations
Other (income) expense
Interest expense
Debt forgiveness
Gain on sale of fixed asset
Loss on disposal of intangible assets
Derivative loss
Total other expense

401,253

66,099

1,690,768
839,439

1,333,350
807,757

2,530,207

2,141,107

(2,128,954)

(2,075,008)

1,119,142
(1,007,942)
(810)
4,211,634
-

687,382
511,504

4,322,024

1,198,886

Net loss

(6,450,978)

(3,273,894)

Net loss per common share - basic and diluted

(0.12)

(0.06)

Weighted average number of shares outstanding basic and diluted

53,547,586

51,269,400

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

Yippy, Inc
Consolidated Statements of Stockholders' Equity (Deficit)
For the Years Ended May 31, 2013 and 2012

Balances, May 31, 2011


Stock dividend
Common stock issued for services
Warrants issued for services
Debt forgiveness - related party
Conversion of notes payable
Net loss

Common Stock
Shares
Amount
45,410,722
$ 45,411
2,481,154
2,481
281,668
281
5,000,000
5,000
-

Additional
Paid-in
Capital
4,384,212
782,060
96,078
61,272
236,981
5,012,910
-

Balances, May 31, 2012


Common stock issued for services
Warrants issued for services
Common stock issued for cash
Contributed capital upon sale of
escrowed securities
Discount on issuance of
convertible notes payable
Acquistion of Macte! Labs
Net loss

53,173,544
25,000
447,266

53,173
25
447

10,573,513
20,250
635,880
249,553

252,176

891,077
5,112,089

Balances, May 31, 2013

53,645,810

53,645

17,734,538

Total
Stockholders'
Equity/(Deficit)
$
(887,318)
96,359
61,272
236,981
5,017,910
(3,036,913)

(9,138,395)
-

1,488,291
20,275
635,880
250,000

252,176

(6,451,188)
$

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

Accumulated
Deficit
(5,316,941)
(784,541)
(3,036,913)

(15,589,583)

891,077
5,112,089
(6,451,188)
$

2,198,600

Yippy, Inc.
Consolidated Statements of Cash Flows
Years Ended May 31,
2013
2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating
Activities
Stock-based compensation
Amortization of intangible assets
Amortization of debt discount on convertible
notes payable
Gain on sale of fixed asset
Gain on extinguishment of debt
Loss from disposal of intangible assets
Derivative loss
Changes in Operating Assets and Liabilities
Accounts receivable
Prepaid expenses
Accounts payable and accrued liabilities
Accounts payable - related party
Net Cash Used in Operating Activities

(6,451,188)

CASH FLOWS FROM INVESTING ACTIVITIES:


Purchase of property and equipment
Proceeds from sale of fixed asset
Acquisition of Macte! Labs
Net Cash Used for Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable - related party
Payments on convertible notes payable - related party
Proceeds from convertible notes payable
Proceeds from issuance of notes payable
Payments on notes payable
Proceeds from shareholder advances
Proceeds from issuance of common stock
Payments on convertible notes payable

656,180
979,874

157,632
807,757

439,228
(810)
(986,504)
4,211,634
-

400,834
511,504

(423,198)
267,248
(1,307,536)

233
245,320
(77,042)
17,910
(972,765)

(13,800)
13,000
(329,112)

(329,912)

246,800
813,555
664,409
(417,445)
20,000
250,000
-

Net Cash Provided from Financing Activities

(3,036,913)

654,250
(26,200)
645,000
(250,000)

1,577,319

Net Increase (Decrease) in Cash


Cash - Beginning of Period
Cash - End of Period

SUPPLEMENTAL
Cash paid for incomeINFORMATION:
taxes
Cash paid for interest
Cash paid for income taxes

$
$
$

$
$
$

$
$

$
$

50,000
17,910

$
$
$
$

5,155,986

$
$
$
$

5,000,000
784,541
-

NON-CASH ACTIVITIES:
Issuance of convertible notes payable for software
license, tradenames, brands and domains
Forgiveness of advances - related party
Conversion of convertible notes payable - related
party to common stock
Conversion of convertible notes payable
Stock dividend
Issuance of warrants and stock for acquisition

(60,129)
82,834
22,705

1,023,050

50,285
32,549
82,834

The accompanying footnotes are an integral part of these consolidated financial statements.
5

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013

Note 1. The Company and Summary of Significant Accounting Policies


The Company
Yippy, Inc. (formerly known as Cinnabar Ventures, Inc.) (the Company) was incorporated in the State of Nevada on May 24, 2006.
Yippy Soft, Inc., a Delaware corporation (formerly known as Yippy, Inc.), was incorporated in the State of Delaware on October 6,
2009, and was renamed Yippy Soft, Inc. on April 23, 2010. On January 26, 2010, the Company acquired Yippy Soft, Inc. for
4,680,000 common shares. The acquisition was accounted for as a combination of entities under common control. All historical
financial information is presented as combined for all periods presented. On April 15, 2010, the Company changed its name from
Cinnabar Ventures, Inc. to Yippy, Inc.
On December 5, 2011, the Company declared a 2-for-1 forward stock split. All per share and share amounts have been restated to
reflect the forward stock split in the amounts presented.
On July 30, 2012, the Company formed a wholly owned subsidiary, Yippy Labs, Inc., (Yippy Labs) a corporation incorporated in
British Columbia, Canada. On August 1, 2012, Yippy Labs acquired 100% of the issued and outstanding common stock of Macte
Labs, Inc. (Macte), a corporation incorporated in British Columbia, Canada. On March 31, 2013, Yippy Labs sold its interest in
Macte.
Yippy provides secure family friendly online web destinations and services such as search, browser, email, cloud applications and
storage to family PCs, learning institutions and libraries. In addition, Yippy provides custom search and tool platforms.
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 reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
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.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.
accounts and transactions have been eliminated in consolidation.

All intercompany

Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all short-term investments purchased with original maturities of
three months or less at the date of purchase to be cash equivalents.
Intangible Assets
Intangible assets include a software license agreement acquired from an independent party. Intangible assets have a definite life and
are amortized on a straight-line basis, with estimated useful lives of two to seven years. Intangible assets with a definite life are tested
for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable.
An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in
determining the fair value of the asset. The amount of the impairment loss to be recorded is calculated by the excess of the assets
carrying value over its fair value. No impairment was recognized for the years ended May 31, 2013 and 2012.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013

Note 1. The Company and Summary of Significant Accounting Policies (continued)


Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income taxes and
liabilities are determined based on the difference between financial reporting and tax bases of assets and liabilities and are measured
using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.
Revenue Recognition
Revenue is recognized when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed,
and collectability of the related fee is reasonably assured.
The Company recognizes revenue from search advertising on Yippy, Inc. search properties. Search revenue is recognized based on
click-throughs. A click-through occurs when a user clicks on an advertisers search result listing. The Company has entered into
a Search and Advertising Services and Sales Agreement (the Search Agreement) with Infospace, Inc. (Infospace), which provides
for Infospace to be the exclusive algorithmic paid search service provider on Yippy.com and non-exclusive on other Yippy, Inc. search
properties. The Company reports as revenue the 96% share of revenue generated from Infospacess services on Yippy.com property
and other search sites held by the Company.
Accounts Receivable and Allowances
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for bad
debts. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts
receivable. The Company determines the allowances based on historical write-off experience by industry and regional economic data
and historical sales returns. The Company reviews the allowance for doubtful accounts periodically. The Company does not have any
significant off-balance-sheet credit exposure related to its customers.
Fair Value of Financial Instruments
Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements
and Disclosures, we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in
fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with the Fair
Value Measurement Topic of the FASB ASC 820, we implemented guidelines relating to the disclosure of our methodology for
periodic measurement of our assets and liabilities recorded at fair market value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable
such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments
in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to
develop its own assumptions, such as valuations derived from valuation techniques in which one more significant
inputs or significant value drivers are unobservable.

The carrying amounts of trade and other accounts receivable, trade accounts payable, accrued payroll, bonuses and team member
7

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013
benefits, and other accrued expenses approximate fair value because of the short maturity of those instruments.
Note 1. The Company and Summary of Significant Accounting Policies (continued)
Derivative Instruments
In connection with the issuance of certain debt instruments, the Company may provide features allowing the debt to be convertible into
shares of the Companys common stock. In these circumstances, these options may be classified as derivative liabilities, rather than as
equity. Additionally, these instruments may contain embedded derivative instruments, such as embedded derivative features which in
certain circumstances may be required to be bifurcated from the associated host instrument and accounting for separately as a
derivative instrument liability.
The Companys derivative instrument liabilities are re-valued at the end of each reporting period, with the changes in the fair value of
the liability recorded as charges or credits to income in the period in which the changes occur. For warrants and bifurcated embedded
derivative features that are accounting for as derivative instrument liabilities, the Company estimates the fair value using either quoted
market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require
assumptions related to the remaining term of the instrument and risk-free rates of return, expected dividend yield, and the expected
volatility of the Companys common stock over the life of the instrument. Because of the limited trading history of the Companys
common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price
but also the experience of other entities considered to be comparable to the Company.
Earnings Per Share
In accordance with accounting guidance now codified as ASC Topic 260, Earnings per Share, basic earnings (loss) per
share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each
period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of
common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
Since the Company reflected net losses for each of the years ended May 31, 2013 and 2012, the effect of considering any common
stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not
presented.
Marketing and Advertising Charges
The Company charges marketing and advertising costs to expense as incurred. Marketing and advertising costs amount to $49,012
and $279,805 for the years ended May 31, 2013 and 2012, respectively, and are included with general and administrative expenses
in the accompanying financial statements.
Reclassification
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in
the current year consolidated financial statements. Such reclassifications had no effect on previously reported net loss.
New Accounting Pronouncements
Management does not expect adoption of recently issued but not yet effective pronouncements to have a material impact on the
Companys financial statements.

Note 2. Intangible Assets

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013

On May 17, 2010, the Company entered into a license agreement (the License Agreement) with Vivisimo, Inc. (Vivisimo),
granting the Company a non-exclusive, world-wide right to the use of Velocity, a software information optimization platform that
unifies access to secure business repositories, presents relevant information and enables knowledge sharing across an enterprise, for
use in connection with computer applications currently being developed by the Company. In connection with the License Agreement,
the Company acquired the domain Clusty.com, a metasearch engine, and all sub-domains and scripts related thereto, pursuant to a
related purchase agreement (the Purchase Agreement). Vivisimo agreed not to compete with the Company in the consumer search
area for a period of two years. Total consideration paid to Vivisimo under the Purchase Agreement and License Agreement was
approximately $5,550,000 (the Acquisition Price). In May 2012, Vivisimo was acquired by IBM.
On August 1, 2012, the Company acquired 100% of the issued and outstanding common stock of Macte! Labs, Inc. (Macte) in
exchange for cash and equity compensation consisting of the following:

Cash of $50,000;
3,687,500 shares of Yippy Labs common stock;
Warrants to purchase 600,000 shares of the Companys common stock at an exercise price of $0.40 per share with three year
term;
Put warrants to purchase 3,687,500 shares of the Companys common stock with a term of 10 years. The put warrants
can be exchanged for on a 1 for 1 basis at the option of the holder into the Companys common stock; and
Ninety day consulting contracts to the four former shareholders of Macte Labs.

On March 31, 2013, the Company sold its interest in Macte to the original shareholders. In conjunction with the sale, Yippy
was granted a license to the use of certain software tools developed by Macte.
The fair market value of the assets acquired in conjunction with the acquisition of Macte were as follows:
Description
Cash
Accounts receivable
Prepaid assets
Computer equipment
Unamortized organizational costs
Developed software
Customer lists, brands and domains

Total
Goodwill
Total purchase price

9,572
29,554
1,572
101,159
4,193
1,611,862
1,611,863
3,369,775
1,786,211
5,155,986

The intangible assets included in the table below:


May 31,
Description
Software license
Developed software
Trademarks, brands and domains
Total
Less: accumulated amortization
Intangible assets, net

2013
3,605,000
902,150
1,500,000
5,105,000
(2,437,520)
3,569,630

2012
3,605,000
1,500,000
5,105,000
(1,599,691)
3,505,309

Estimated
Useful Life
7 years
5 years
5 - 7 years

On an annual basis the Company will evaluate the carrying value of intangible assets and determine if impairment has occurred and if
so, record a charge for impairment. Management has concluded no impairment exists as of May 31, 2013 and 2012, respectively.
The Company recorded amortization expense of $979,874 and $807,757 for the years ended May 31, 2013 and 2012, respectively,
related to the intangible assets.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013
Note 3. Convertible Notes Payable
Notes payable consists of the following at May 31, 2013 and 2012, respectively:
2013
Convertible Notes Payable- Related Party
Loan payable to a shareholder bearing interest at 18% due on July 20,
2012, convertible to common stock at $1.00 per share
Loan payable to a shareholder bearing interest at 18% due on February 17,
2013, convertible to common stock at $1.00 per share
Total Convertible Notes Payable Related Party
Convertible Notes Payable
Loan payable bearing interest at 15% due on May 29, 2012, convertible to
common stock at 55% of the lowest closing price during the ten days
immediately preceding conversion. Subsequent to May 31, 2012, the
lender has agreed to convert this note payable to shares of the
Companys common stock. As of the date of the report, the common
stock has not been issued.
Loan payable bearing interest at 15% due on June 28, 2012, convertible to
common stock at 55% of the lowest closing price during the ten days
immediately preceding conversion. Subsequent to May 31, 2012, this
loan payable was refinanced with the maturity date extended to June 11,
2013.
Loan payable bearing interest at 15% due on August 13, 2012, convertible
to common stock at 55% of the lowest closing price during the ten days
immediately preceding conversion. Subsequent to May 31, 2012, this
loan payable was refinanced with the maturity date extended to June 11,
2013.
Loan payable bearing interest at 5% due on June 11, 2013, convertible to
common stock at $0.65 per share.
Less: Discounts
Plus: Amortization of Discounts
Loan payable bearing interest at 4% due on May 16, 2011, convertible to
common stock at $2.00 per share. The note was converted in October
2011.
Loan payable bearing interest at 4% due on May 16, 2012, convertible to
common stock at $2.00 per share. The note was converted in October
2011.
Total Convertible Notes Payable

2012

300,000

300,000

409,000
709,000

185,000
485,000

$
-

150,000

150,000

250,000

548,622
(800,800)
769,550

(550,000)
370,834

517,372

Accrued interest on the convertible notes payable was $309,294 and $205,305 at May 31, 2013 and 2012, respectively.

370,834

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013

Note 4. Income Taxes


The Company and its subsidiaries file a consolidated federal income tax return.
The Companys effective tax rate of 34% for the years ended May 31, 2013 and 2012 differed from the federal statutory rate due to
valuation adjustments of 34%.
The tax accruals are reflected as follows:

Income tax provision (benefit)


Change in valuation allowance
Income tax provision (benefit)

$
$

For the Years Ended May 31,


2013
2012
(2,193,000) $
(729,400)
2,193,000
729,400
$
-

Deferred tax assets and liabilities are as follows:


As of May 31,
2013

2012

Deferred tax assets relating to:


Net loss carry forward

8,120,000

5,198,000

Less: valuation allowance


Total deferred tax asset

(8,120,000)
-

(5,198,000)
-

A valuation allowance for deferred tax assets is required when it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of this deferred tax asset depends on the Companys ability to generate sufficient
taxable income in the future. Management believes it is more likely than not that the net deferred tax asset will not be realized by
future operating results. The valuation allowance increased by approximately $2,193,000 and $729,000 for the years ended May
31, 2013 and 2012, respectively.
At May 31, 2013, the Company had net operating loss carry-forwards for federal income tax purposes of approximately $8,088,000
which expire in years 2031 through 2033.
The Company routinely assesses potential uncertain tax positions and, if required, establishes accruals for such amounts. Only tax
positions that meet the more-likely-than-not recognition threshold are recorded.
Note 5. Going Concern
As reflected in the accompanying financial statements, the Company has accumulated net losses of $15,589,583 since inception and
net cash used in operations of $1,307,536 for the year ended May 31, 2013.
The Company may seek additional funds to finance its immediate and long-term operations through debt and/or equity financing. The
successful outcome of future financing activities cannot be determined at this time and there is no assurance that if achieved, the
Company will have sufficient funds to execute its intended business plan or generate positive operating results.
These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The accompanying
financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might result should the Company be unable to continue as a going concern.

11

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013
Note 6. Related Party Transactions
The sole director and officer of the Company and a shareholder advance funds to and from the Company from time to time. During the
year ended May 31, 2012, the sole director and officer of the Company forgave net advances totaling $17,910. The balance due the
sole director and officer and the shareholder was $249,245 and $232,245 at May 31, 2013 and 2012, respectively.
Note 7. Stockholders Equity (Deficit)
Fiscal year ended 2012:
On June 2, 2011, the Company declared a 5% stock dividend for holders of record on June 27, 2011, payable on or about June 30, 2011
representing 2,481,154 shares of common stock.
In July 2011, the Company issued 20,000 shares of common stock to a former consultant as settlement of a dispute. The common
stock had a fair market value of $10,300.
In October 2011, the Company issued 5,000,000 shares of common stock upon the conversion of $5,000,000 in notes payable. The
common stock had a fair market value of $975,000 on the date of conversion.
In November 2011, the Company issued 70,000 shares of common stock as compensation to two consultants. The fair market value of
the common stock was $30,000.
In December 2011, the Company issued 83,334 shares of common stock as compensation for fees to execute a Note Payable Contract.
The fair market value of the common stock was $16,668.
On December 5, 2011, the Company declared a 2-for-1 forward stock split. All share and per share amounts have been retroactively
restated.
In March 2012, the Company issued 83,334 shares of common stock as compensation for fees to place notes payable. The fair market
value of the common stock was $19,167.
In May 2012, the Company issued 25,000 shares of common stock as compensation for fees to place notes payable. The fair market
value of the common stock was $20,225.
Fiscal year ended 2013:
In July 2012, the Company issued 25,000 shares of common stock as compensation for fees to place notes payable. The fair market
value of the common stock was $20,275.
In August 2012, the Company completed the private placement of 200,000 shares of common stock for gross proceeds of $100,000.
In August 2012, the Company completed the private placement of 247,266 shares of common stock for gross proceeds of $150,000.
Warrants
The Company issued 400,000 warrants in connection with the convertible notes payable. The warrants have an exercise price of $0.55
per share, subject to adjustment, and have a term of two years. The warrants contain a reset provision whereby if the Company issues
common stock or options at a price below $0.55 per share then the exercise price will be adjusted. The exercise price adjustment
provision does not apply to an initial public offering.
The conversion features are accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at
each reporting date due to anti-dilution reset features. The fair value was estimated on the date of grant using a Black-Scholes optionpricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 19%; risk-free
interest rate of 0.07% and an expected holding period of 24 months for the warrants. The resulting values, at the date of issuance, were
allocated to the proceeds received and applied as a discount to the face value of the convertible notes payable and warrants. The
12

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013
Note 7. Stockholders Equity (Deficit) (continued)
The Company recorded a derivative expense on the warrants of $47,391 at inception based on the guidance in ASC 815-10 and ASC
815-40-15.
In regards to the convertible notes payable, the Company also recognized a derivative liability of $1,000,462 at inception and a change
in fair value of $221,366 for the year ended May 31, 2012, resulting in a derivative liability of $779,096 at May 31, 2012. In 2013 the
convertible notes payable were refinanced and the related derivative liability was eliminated. During June 2012, the convertible notes
payable were refinanced and the derivative liability was extinguished and recorded as a gain on the extinguishment of debt.
In regards to the warrants, the Company also recognized a derivative liability of $47,391 at inception and a change in fair value of
$160,017 for the year ended May 31, 2012, resulting in a derivative liability of $207,408 at May 31, 2012. During June 2012, the
terms of the warrants were modified to eliminate the derivative liability and accordingly, the derivative liability related to the warrants
was extinguished and recorded as a gain on the extinguishment of debt.
In May 2012, the Company issued warrants to two members of the board of directors to purchase 100,000 shares of the Companys
common stock at an exercise price of $0.20 per share with a term of 3 years. The fair market value of the warrants at the time of
issuance was $61,260. In July 2012, the warrants were modified to allow for the purchase of 250,000 shares of the Companys
common stock at a purchase price of $0.30 per share. The term of the warrants remained the same. As a result of the amendment, the
Company recognized additional compensation expense of $286,159 during the year ended May 31, 2013.
In July 2012, the Company retained the services of a new Chief Executive Officer. The Chief Executive Officer was granted a warrant
to purchase 250,000 shares on the Companys common stock at an exercise price of $0.30 per share with a term of three years. The
Company recognized compensation expense totaling $196,287 during the year ended May 31, 2013.
On August 1, 2012, the Company acquired Macte! Labs, Inc. (Macte) pursuant to a share exchange agreement (the Share
Agreement). In conjunction with the share exchange agreement, the Company issued 3,687,500 put warrants and 3,687,500 shares in
Yippy Labs, Inc., a wholly owned subsidiary of the Company. The put warrants can be exchanged for on a 1 for 1 basis at the option
of the holder into the Companys common stock and have a ten year term. The fair market value of the put warrants was $4,449,199
on the date of issuance. In addition, the Company issued warrants to purchase 800,000 shares of common stock at an exercise price of
$0.40 per share with a term of 3 years. The fair market value of the warrants was $475,908 on the date of issuance.
In September 2012, the Company recorded 250,000 warrants issued to an outside consultant. Stock-based compensation in the amount
of $170,480 was recorded for the fair value of the warrants at the date of issuance. The warrants have an exercise price of $0.30 per
share, subject to adjustment, and have a term of three years.
On October 8, 2012 (Commencement Date), the Company entered into an employment agreement (Agreement) with Edward Noel
to become its new Chief Executive Officer (CEO). Pursuant to the Agreement, the Company will issue Mr. Noel a quarterly bonus
payment of 200,000 common stock purchase warrants, with an exercise price of $0.50 per share, provided the Company achieves an
average of 75% of monthly revenue targets (Bonus Warrants). The Bonus Warrants shall vest immediately upon issuance and will
be exercisable for a period of three years thereafter. Additionally, Mr. Noel received a common stock purchase warrant to purchase up
to 2,650,000 shares of the Companys common stock at an exercise price of $0.30 (Signing Warrants). The Signing Warrants shall
automatically vest as follows: (i) 50% upon the one-year anniversary of the Commencement Date, provided that Mr. Noel is still
employed as the Companys CEO; (ii) the remaining 50% at a rate of one-twelfth (1/12) per month through the end of the two-year
anniversary of the Commencement Date, provided that Mr. Noel is still employed as the Companys CEO for the entire month giving
rise to such vesting; (iii) if all or substantially all of the outstanding capital stock of the Company is sold to a third party within the first
six months of the Commencement Date, the 50% of the Signing Warrants shall immediately vest upon the change of control and the
remaining 50% will be retired and extinguished in full; and (iv) if all or substantially all of the outstanding capital stock of the
Company is sold to a third party who is procured and brought to the Company by Mr. Noel within the first six months after the
Commencement Date, then 100% of the Signing Warrants shall vest immediately upon the change of control. All Signing Warrants
shall be exercisable for a period of three years after vesting. The Compensation Warrants shall contain a standard cashless exercise
feature and shall vest automatically upon termination of Mr. Noels employment, pursuant to the terms of the Agreement. In April
2013 Mr. Noel resigned to the board of directors.

13

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2013
Note 7. Stockholders Equity (Deficit) (continued)
In December 2012, the Company issued 250,000 warrants to an outside consultant. Fair value of the warrants at the date of grant was
$25,807. The warrants have an exercise price of $0.30 per share, subject to adjustment, and have a term of three years.
Note 8. Deposits
In June 2012, the Company entered into a letter of intent to acquire 100% of the issued and outstanding shares of MuseGlobal, Inc. As
of May 31, 2013, the Company has made payments totaling $400,000 towards the purchase price, which are included in deposits as of
May 31, 2013.
In October 2012, the Company entered into a letter of intent with The Gale Group, Inc. to acquire HighBeam and HighBeam Business
websites, software licenses and other related assets. In September 2012, the Company made a deposit of $125,000 related to this
acquisition. In July 2013, parent company of The Gale Group, Inc. filed for bankruptcy and the Company allowed the letter of intent
to expire and the deposit was returned to the Company.

14

Annual Report
Year Ended May 31, 2014

YIPPY, Inc.
(a Nevada corporation)
Current Trading Symbol: YIPI
CUSIP Number: 98584Y103

Tax ID Number: 98-0585450

WE PREVIOSLY WERE A SHELL COMPANY AND ARE NOT CURRENTLY A


REPORTING COMPANY AS THAT TERM IS DEFINED IN THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND THEREFORE, THE EXEMPTION
OFFERED PURSUANT TO RULE 144 IS NOT CURRENTLY AVAILABLE. ANYONE
WHO PURCHASED SECURITIES DIRECTLY OR INDIRECTLY FROM US OR ANY
OF OUR AFFILIATES IN A TRANSACTION OR CHAIN OF TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING CANNOT SELL SUCH SECURITIES IN AN
OPEN MARKET TRANSACTION.

PART A GENERAL COMPANY INFORMATION


Item 1. The Exact Name of the Issuer and its Predecessor.

Yippy, Inc., a Nevada corporation (hereinafter referred to as the Company or


Yippy).

Formerly Cinnabar Ventures, Inc. until April 2010 (Certificate of Amendment to


the Companys Articles of Incorporation filed with the Nevada Secretary of State
on April 15, 2010, as filed with the United States Securities and Exchange
Commission (the SEC) as Exhibit 3.1 to the Companys Current Report on
Form 8-K on May 10, 2010).

Item 2. The Address of the Issuers Principal Executive Offices.


Yippy, Inc.
17595 S. Tamiami Trail, Suite 270
Fort Myers, FL 33908
Phone Number: 877-947-7901
Fax Number: 877-947-7901
Email: info@yippyinc.com
Website: www.yippy.com
Item 3. The Jurisdiction and Date of the Issuers Incorporation or Organization.
The Company was originally organized under the corporate laws of the State of Nevada on May
24, 2006.
PART B SHARE STRUCTURE
Item 4. The Exact Title and Class of Securities Outstanding.
Class of Securities: Common Stock
CUSIP Number: 9858Y103
Trading Symbol: YIPI.PK
Item 5. Par or Stated Value and Description of the Security.
A. Par or Stated Value
Common Stock, par value $0.001 per share
B. Description of Common Stock
The holders of shares of common stock have no subscription, redemption, subscription, sinking
fund or conversion rights. In addition, the holders of shares of common stock have no

preemptive rights to maintain their percentage of ownership in future offerings or sales of our
stock. The holders of shares of common stock have one vote per share in all elections of
directors and on all other matters submitted to a vote of our stockholders. The holders of
common stock are entitled to ratably receive dividends, if any, as and when declared from time
to time by our board of directors out of funds legally available therefore. Upon liquidation,
dissolution or winding up of our affairs, the holders of common stock will be entitled to
participate equally and ratably, in proportion to the number of shares held, in our net assets
available for distribution to holders of common stock. The shares of common stock currently
outstanding are fully paid and non-assessable. There is no provision in the Companys articles of
incorporation or bylaws that would delay, defer, or prevent a change in control of the issuer.
Item 6. The Number of Shares of Total Amount of the Securities Outstanding for Each
Class of Securities Authorized.
PERIOD END DATE
May 31, 2014
May 31, 2013
Number of Authorized Shares

75,000,000

75,000,000

Number of Outstanding Shares

57,198,544

53,198,544

Public Float

9,180,000

9,180,000

No. of Beneficial Shareholders

1080

1123

Total No. of Shareholders of Record

198

195

Item 7. The Name and Address of the Transfer Agent.


PACIFIC STOCK TRANSFER COMPANY
4045 South Spencer Street, Suite 403
Las Vegas, NV 89119
Tel: (702) 361-3033
Fax: (702) 433-1979
E-mail: info@pacificstocktransfer.com
Pacific Stock Transfer Company is registered under the Exchange Act and is an SEC approved
transfer agent, under the regulatory authority of the SEC.
PART C BUSINESS INFORMATION
Item 8. The Nature of the Issuers Business.
A. Business Development
1. The form of organization of the issuer.

Yippy, Inc., a Nevada corporation.

2. The year that the issuer was organized.

The Company was incorporated on May 24, 2006.

3. The issuers fiscal year end date.

May 31.

4. Whether the issuer has been in bankruptcy, receivership, or any similar proceeding.

Neither the Company nor any of its predecessors have been in bankruptcy, receivership
or any similar proceeding.

5. Any material reclassification, merger, consolidation, or purchase or sale of a significant


amount of assets.

On January 26, 2010, the Company completed the acquisition of Yippy Soft, Inc.,
a Delaware corporation (formerly Yippy, Inc.) (Yippy Soft). On the Closing
Date, the Company acquired 100% of the issued and outstanding Yippy Soft
common stock from the Yippy Soft shareholders. In exchange for the Yippy Soft
common stock, the Company issued 2,340,000 shares of the Companys common
stock to the Yippy Soft shareholders, at such time representing approximately
10.51% of the issued and outstanding common stock of the Company. Through
its acquisition of Yippy Soft, the Company acquired rights to 100% of the assets
of Yippy Soft.

On April 15, 2010, the Company changed its name from Cinnabar Ventures, Inc.
to Yippy, Inc. and applied for a new CUSIP and trading symbol.

On May 17, 2010, the Company entered into a license agreement with Vivsimo,
Inc. (Vivsimo), a subsidiary of IBM, Inc. (IBM), granting the Company a
transferable, perpetual, unlimited (users), non-exclusive, world-wide right to the
use of Velocity (rebranded by IBM as Watson Data Explorer), a software
information optimization platform that unifies access to secure business
repositories, presents relevant information and enables knowledge sharing across
an enterprise for use in connection with computer applications currently being
developed by the Company. In connection with the license agreement, the
Company acquired the domain Clusty.com, a metasearch engine, and all subdomains and scripts related thereto, pursuant to a purchase agreement. Vivsimo
agreed not to compete with the Company in web search for a period of two years.
Total consideration paid to Vivsimo under the purchase agreement and license
agreement was approximately $5,550,000 (the Acquisition Price). The
Acquisition Price included two cash payments and the issuance of two convertible

promissory notes, each bearing interest at a rate of four percent (4%) per annum
(together, the Notes). Vivsimo had the option, at the maturity of either or both
of the Notes, to elect to convert the principal and interest then due into shares of
the Companys common stock (Conversion Shares) at a price of $2.00 per
share. On December 5, 2011, the Company issued 5,250,000 shares of the
Companys common stock to Vivsimo in consideration for the conversion of the
Notes.

On August 1, 2012, the Company entered into a share exchange agreement, by


and among the Company, Yippy Labs, Inc., Macte! Labs, Inc. and the
shareholders of Macte! Labs, Inc. Pursuant to the terms of the share exchange
agreement, Yippy Labs, Inc. acquired 100% of the issued and outstanding shares
of Macte! Labs, Inc. from the Macte! Lab, Inc. shareholders in exchange for
shares of Yippy Labs, Inc. The shares of Yippy Labs, Inc. are exchangeable into
shares of the Company upon the satisfaction of certain events.

On February 28, 2013, the Company sold one of its subsidiaries Yippy Labs, Inc.
(a Canadian Corporation) with certain non-essential brands, software and domain
assets to four private individuals. The values of the assets at the time of sale were
$737,500.00 (USD). The entity name Yippy Labs was not conveyed in the
transaction and was changed by the purchasing party after closing.

On June 14, 2013, the Company entered into a license agreement with Muse
Global, Inc., granting the Company a transferable, perpetual, non-exclusive
world-wide right to the use of Muse Federated Search Module, Muse Source
Packages, Muse Source Factory, Information Connection Engine Server, Muse
Web Bridge Communication Interface, Muse Consoles for Applications
Administration, Embedded Apache Tomcat, Muse Control Centre platform and
Muse Web Bridge Communication Interface API. The license agreement
specifies use in conjunction with the Companys Application Services
Environment in the cloud with interconnections developed by the Company for
Velocity and other internally developed programs. The license was fully paid at
closing.

6. Any default of the terms of any note, loan, lease, or other indebtedness of financing
arrangement requiring the issuer to make payments.

The Magna Group d/b/a Hanover Holdings (collectively, Magna Group) and the
Company are in the early stages of litigation concerning the potential improper
accounting of collateral sold by Magna Group. It is the Companys position that the sale
of the collateral was not correctly applied to notes issued by the Company. Further
investigation has stalled as Magna Group has yet to provide the Companys third party
auditing firm requested access to vital information. It is the Companys position that
Magna Group sold collateral beyond the value of the notes and sent the Company a
default notice after selling collateral and not applying full value to the notes in question.
The Company believes Magna Group sold collateral beyond the value of the notes by

approximately $155,000.00. The Company and its counsel have made repeated requests
to Magna Group for an independent audit of the collateral transactions. As of the date of
this report, Magna Group has refused to allow this standard audit to occur.
7. Any change of control.

On September 9, 2009, the Company entered into a material agreement with


Belmont Partners, LLC, a Virginia limited liability company (Belmont), by
which Belmont acquired the majority of the issued and outstanding common stock
of the Company. Belmont purchased Five Million (5,000,000) shares of common
stock, representing approximately 78.86% of the Companys then issued and
outstanding common stock.

On October 14, 2009, Richard Granville, individually, acquired the majority of


the issued and outstanding common stock of the Company from Belmont.
Pursuant to the terms of the purchase agreement, Mr. Granville purchased Five
Million (5,000,000) shares of common stock, representing approximately 78.86%
of the Companys then issued and outstanding common stock for a total purchase
price of One Hundred and Ninety Five Thousand Dollars ($195,000.00).

8. Any increase in 10% or more of the same class of outstanding equity securities.

In September 2006, the Company issued 1,000,000 common shares, increasing the total
outstanding common shares from 5,720,000 to 6,720,000.

On January 26, 2010, the Company issued 2,340,000 shares of the Companys common
stock in consideration for the acquisition of Yippy Soft.

On December 5, 2011, the Company issued 5,250,000 shares of the Companys common
stock to Vivsimo, Inc., a subsidiary of IBM, in consideration for the conversion of two
promissory notes.

9. Any past, pending or anticipated stock split, stock dividend, recapitalization, merger,
acquisition, spin-off, or reorganization.

On November 5, 2009, the Company approved a 3-for-1 forward split of the Companys
issued and outstanding common Stock. Immediately following the forward split, there
were Nineteen Million and Twenty Thousand (19,020,000) shares of Companys
common stock issued and outstanding. The forward split took effect on November 17,
2009.

On June 2, 2011, the Company declared a 5% stock dividend for holders of record on
June 27, 2011, payable on or about June 30, 2011. As a result of this dividend, the
number of shares issued and outstanding as of June 30, 2011, is 23,840,629, as compared
to 22,705,361 and 22,310,000 as May 31, 2011 and 2010, respectively.

On November 5, 2011, the Company approved a 2-for-1 forward split of the Companys
issued and outstanding common Stock. Immediately following the forward split, there
were 52,981,876 shares of Companys common stock issued and outstanding. The
forward split took effect on December 5, 2011.

10. Any delisting of the issuers securities by and securities exchange or deletion from the OTC
Bulletin Board.

On September 22, 2010, the Company voluntarily filed a Form 15 under Rule 15d-6.

11. Any current, past, pending or threatened legal proceedings or administrative actions either by
or against the issuer that could have a material effect on the issuers business, financial
condition, or operations and any current, past or pending trading suspensions by a securities
regulator. State the names of the principal parties, the nature and current status of the matters,
and the amounts involved.

As of the date of this report, the Company is not involved in any litigation that we believe
could have a material adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the executive officers of the Company or any of our subsidiaries,
threatened against or affecting the Company, its common stock, any of its subsidiaries or
of its companies or its subsidiaries officers or directors in their capacities as such, in
which an adverse decision could have a material adverse effect.

B. Business of Issuer
Introduction
Yippy, Inc. (Yippy, the Company, we, us or our) designs, develops, markets,
distributes, and supports access and data management software in a cloud configuration. Yippy
operates three distinct business divisions which deliver a wide range of products and services for
enterprise, EDU (education) and web customers.
1) Enterprise
Yippy recently launched its EASE (Enterprise Application Services Environment) platform
which provides Single Sign On access to all systems throughout the enterprise. EASE provides
authenticated access to all disparate databases, application servers, operating systems and
virtualized environments. EASE will improve the performance, productivity, scalability and
reliability of enterprise applications and associated programs through proprietary software
infrastructure components that are designed from inception to support, interact or interoperate
with other disparate database, software or hardware platforms through role based Active
Directory (AD)/LDAP authenticated access. As such, we believe Yippy to be the only company
in the world that can demonstrate true ESSO (Enterprise Single Sign On) access.

Our success has been predicated by identifying early on in the start-up phase the need for ESSO.
Currently, Yippy is able to provide a full 360 solution for enterprises through a single user
interface. As such we believe that our trademarked slogan Welcome to Cloud embodies our
unique ability to move legacy prone enterprises into the next evolution of software driven
platforms such as the Companys EASE solution.
Providing ESSO access to all disparate systems and data points was achieved by internally
developed and acquired programs over the last four years of the Companys operations. The
internally developed programs include but are not limited to multiple user interfaces, access
controls, early binding active directory/LDAP interface that works seamlessly with the programs
acquired from Vivisimo (now called: Watson Data Explorer) (2010), Macte Labs (2012) and
MuseGlobal (2013).
The following list of capabilities is available through Yippys EASE i2 platform.

Platform Agnostic Enterprise Single Sign On (ESSO);


Active Directory AD/LDAP Interface for Identity and Access Management;
Federated Bridge and Connector Frameworks;
Server and User Performance Monitoring and Analytics;
Secure Web Browser (No trace outside enterprise);
Business Intelligence;
Email Intelligence;
Sentiment Analysis (Cognitive Process based Machine Learning);
Data Harvesting;
Data Visualization;
Discovery (via Non-Taxonomy Based Clustered Search);
Data Management and Storage;
Virtual Data Warehousing;
Disaster Recovery (DR);
Enterprise Social Networking;
HR - Video Training Platform Continuing Education; and
Accessibility Through any Internet Enabled Device.

2) EDU
Yippy also provides learning products and sophisticated custom search products to higher
learning institutions. Yippy can be private labeled for educational companies, school districts
and universities. Yippys custom search products can integrate multiple federated sources from
an unlimited amount of information databases. Yippys active and passive filters written
specifically for Velocity scrub search results providing a robust research information cluster on
topic and devoid of objectionable material. Additional active filters were recently created to
override all major browsers through extension technologies to deny access to blacklisted
websites or websites with content that contains terms deemed inappropriate.
Yippys EDU search application, formerly known as Clusty, got its start in Pittsburgh, PA, in
2004, when the search software company Vivsimo decided to take its award-winning search

technology to the web. Vivsimo was founded in 2000 by three Carnegie Mellon University
scientists who decided to tackle the problem of information overload in web searches. Rather
than focusing just on search engine result rankings, they realized that grouping results into
topics, or clouds, made for better search and discovery. As searching became a necessity for
students, Vivsimo developed a service robust enough to handle the variety of information the
everyday web user sought. The result was Clusty, an innovative way to get more out of every
search. Clusty.com was acquired by Yippy in May 2010, along with the program known as
Velocity.
Yippy queries several top search engines and research sites combining the results with internal
indexes, and generates an ordered list based on comparative ranking. This approach helps raise
the best results to the top and push search engine spam to the bottom. What really makes Yippy
unique is what happens after a user searches. Instead of delivering only search results, Yippy
search groups similar results together into Clouds or clusters. The Clouds help separate search
results by topic so the searcher can zero in on exactly what they are searching for. This is
especially useful for students of all ages.
Yippy.com allows students to access normally blocked search keywords such as breasts or
sexual health, as examples, without generating pornographic results and allows access to
websites that are blocked by dumb software/hardware giving educators more time to teach and
less time overriding other inferior protective programs. This is enhanced by Yippys access to
non-public information repositories that provide access to thousands of periodicals, magazines,
newspapers, books, articles, journals not available on any other search engines and combining
with the best of the web.
3) General Web Search
The Company provides secure, family friendly, online web destinations and services such as
search, browser, email, cloud applications and storage. Yippy operates one of the most robust
filtered search engines available and provides an unparalleled approach to child safe web
browsing and application aggregation within one of the most visually appealing web properties
on the Internet. Yippy creates consumer environments around conservative family values and
provides all the tools necessary for all aspects of online activities.
1. Indicate the issuers primary and secondary SIC codes.

Primary: 7372 (Prepackaged software)

Secondary: Not applicable.

2. If the issuer has never conducted operations, is in the development state or is currently
conducting operations.

The Company is currently conducting operations.

3. Whether the issuer is or has at any time been a shell company.

The Issuer is currently not considered to be a shell company, however, the Company was
previously deemed to be a shell company prior to the acquisition of Yippy Soft (see
legend on cover page).

4. The names of any parent, subsidiary, or affiliate of the issuer, and its business purpose, its
method of operation, its ownership, and whether it is included in the financial statements
attached to this disclosure statement.

Yippy Soft, Inc., a Delaware corporation, 100% owned subsidiary.

5. The effect of the existing or probable governmental regulations on the business.

Not applicable.

6. An estimate of the amount spent during each of the last two fiscal years on research and
development activities, and, if applicable, the extent to which the cost of such activities are borne
directly by customers.

Approximately Six Hundered Ninety Eight Thousand Twenty and Six Hundred Eighty
Dollars ($698,680) has been spent on product research and development (R&D),
including consulting fees and market research activities during the prior two fiscal years.
The R&D activities included the completion of specific code sets and databases needed to
run the Yippys EASE platform and the application services environments. These costs
have been memorialized as stock based compensation expense in the financial statements.

7. Costs and effects of compliance with environmental laws (federal, state and local).

None.

8. The number of total employees and number of full-time employees.

The Company, including its operating subsidiaries, currently has six employees who are
employed on a full-time basis. The Company also engages independent contractors to
maximize flexibility and control expenditures. The Company has employed over 30
different specialized employees over the last six years to enhance the EASE platform
while in beta. It is not the Companys goal to maintain significant staffing. Yippy is a
company that develops software platforms to sell to larger competing companies who
have the proper infrastructures in place to sell and maintain programs designed by the
Company.

Item 9. The Nature of Products or Services Offered.

Platform Agnostic Enterprise Single Sign On (ESSO);


Active Directory AD/LDAP Interface for Identity and Access Management;

Federated Bridge and Connector Frameworks;


Server and User Performance Monitoring and Analytics;
Secure Web Browser (No Trace Outside Enterprise);
Business Intelligence;
Email Intelligence;
Sentiment Analysis (Cognitive Process Based Machine Learning);
Data Harvesting;
Data Visualization;
Discovery (via Non-Taxonomy Based Clustered Search);
Data Management and Storage;
Virtual Data Warehousing;
Disaster Recovery (DR);
Enterprise Social Networking;
HR - Video Training Platform Continuing Education; and
Accessibility Through any Internet Enabled Device.

B. Distribution Methods of the Products or Services


We develop innovative products that increase the performance of applications, databases and
infrastructure, and improve the productivity of the people who manage them, enabling customers
to solve some of the toughest IT challenges and evolve into the next generation of cloud
computing. The Companys growth plan has been to test our software through proof of concept
type deployments in our three business divisions.
The Company has thoroughly proved its viability as a web search product in 2011. Our next
goal was to prove our marketability for EDU businesses, which was accomplished through a
partnership with the Gale Group in 2012. The final initiative was to prove out our ESSO concept
software with Fortune 500 companies, which are ongoing as of the date of this report.
C. Status of any Publicly Announced New Product or Service
At this time, the Company has several new product or services that have been publicly
announced.
D. Competitive Business Conditions, the Issuers Competitive Position in the Industry, and
Methods of Competition.
The market for IT systems management solutions is extremely competitive. While the Company
currently has distinctive advantages to other service providers we expect competition to increase
from both existing competitors and new market entrants. We believe that our ability to compete
is secure due to the following:
The ease of use, performance, features, price, and reliability of our products as compared
to those of our competitors;
The value proposition of our products in terms of return on investment and/or reduced

cost of ownership;
The timing and market acceptance of new products and enhancements to existing
products developed by us;
The effectiveness of our sales and marketing plans; and
The uniqueness of our software and distribution methods via the i2 Intra Cloud approach.
E. Sources and Availability of Raw Materials and the Names of Principal Suppliers.
The Company does not use raw materials in its current business model.
F. Dependence on One or a Few Major Customers. List major customers and percentage of
income reported if applicable.
During the fiscal year ended May 31, 2014, the Company was dependant on Fluor, Inc. and two
other private companies. The Company is under non-disclosure agreements regarding the scope
of each customers use of the EASE platform and the amount of billing related thereto. The
Company has completed multiple SOWs (Statement of Work) over the course of FY 2014.
G. Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts, Including Their Duration.
All Intellectual property is current, protected and registered with all applicable state and
government agencies.
Intellectual
Property Type

Description

USPTO
Serial No.

Filing Date

Status

Word Mark

YIPPY

77936102

February 15, 2010

Current

Word Mark

Welcome to the Cloud

77871643

November 12, 2009

Current

H. The Need for Any Government Approval of Principal Products or Services and the Status
of Any Requested Government Approvals.
The Company was informed by one of its clients that before the client could enter into a longterm formal agreement, the Company would have to be certified by the International
Organization of Standardization (aka ISO).
The Company will have to maintain the following certificates and/or accreditations.
ISO 27001 - Certificate
ISO 27002 - Letter of Compliance
FISMA - Letter of Compliance
HIPPA Certificate

As of the date of this report, the Company was negotiating with three firms to provide the
Company with the needed ISO compliances. The Company expects to have these completed by
December 31, 2014.
Item 10. The Nature and Extent of the Issuers Facilities.
The Company does not currently own any facility. The Company currently maintains a leased
administrative office in Fort Myers, Florida. The facility is located at 17595 S. Tamiami Trail,
Suite 270, Fort Myers, Florida 33908, in the Alico Lakes Commons. The modern building is on
fiber and the Company suite is 1,500 sq. ft. with 6 offices, reception area, conference room and
open development space. The office is fully furnished with modern furnishing purchased new in
2010. The Company purchased all necessary equipment for business operations in 2010. The
current term of the lease is for 12 months and it expires on September 30, 2014. The monthly
rent is $1060.00. The Company has the option to renew the lease for additional 12-month
periods.
PART D MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION
Item 11. The Name of the Chief Executive Officer, Members of the Board of Directors, as
well as Control Persons.
A. Officers and Directors
The following table and text sets forth the names and ages of all our directors and executive
officers and our key management personnel as of May 31, 2014. All of our directors serve until
the next annual meeting of stockholders and until their successors are elected and qualified, or
until their earlier death, retirement, resignation or removal. Executive officers serve at the
discretion of the board of directors, and are elected or appointed to serve until the next board of
directors meeting following the annual meeting of stockholders. Also provided is a brief
description of the business experience of each director and executive officer and the key
management personnel and an indication of directorships held by each director in other
companies subject to the reporting requirements under the Federal securities laws.
Name

Age

Position

Richard Granville

45

Chief Executive Officer, Chairman

Errol Walsh

72

Chief Operating Officer, Director

Ken Jolly

54

Director

Debbie Sharken

44

Director

Morton Fink

81

Director

Richard Granville, age 45, Chief Executive Officer, Chairman of the Board of Directors
1. Full name
Mr. Richard Granville
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
Mr. Granville, age 45, has over twenty years experience in new technology development, sales
and marketing experience. From November 2008 to present, Mr. Granville has served as the
Managing Partner of Yippy Partnership Group and now is the Chief Executive Officer of Yippy,
Inc. From November 2006 to September 2008, Mr. Granville served as Chief Executive Officer
of Jack9 Entertainment, Inc (Jack9). Jack9 was one of the most successful IPTV units online
and under Mr. Granvilles direction, achieved a top 250 web property. From March 2003 to
October 2006, Mr. Granville served as President of Southpaw, Inc., a Florida building contractor
that served central Florida for residential and light commercial construction. From June 2001 to
March 2003, Mr. Granville served as President of Granville Management Services, where he
helped small emerging businesses in the green technologies sector. Mr. Granville invested time
and capital into green home technology and automation, alternative energy research and grid
management in the United States, Dominican Republic, Canada and Mexico.
From 1998 to 2000, Mr. Granville also served as the Chairman and Chief Executive Officer of
Grace Development, Inc., a public telecommunications company serving customers in the
southeast. Mr. Granville took the company to nearly a billion dollar market cap before he was
succeeded by Ben Holcomb the former President of Bell South International in Feb. 2000. Prior
to Grace Development, Mr. Granville held multiple management positions for public companies
and also served honorably in the United States Navy in Aviation.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Mr. Granville received no significant compensation from the Company for the last 6 fiscal years
and currently operates the business without an employment contract.
6. Number and class of the issuers securities beneficially owned by each such person
34,776,000 Common Shares

Morton Fink, age 81, Director


1. Full name
Morton Fink
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
Mr. Finks distinguished career has included executive management positions in the media,
broadcast, cable and electronics industries. His experience provides a unique combination of
management, leadership, and entrepreneurial skills. Mr. Fink was the founding CEO of Warner
Home Video; his efforts drove Warner's dominant worldwide market share.
As Senior Vice President of Sony Corporation of America, he launched Betamax, established
Sony Broadcast and the U.S. Technology Center. As Executive VP of United Satellite
Communications, Mr. Fink developed marketing, sales and distribution strategies and managed
satellite and ground operations as well as customer service for the first DBS entertainment startup. Mr. Fink also served as the President of Cablevision's Home Video Division, and as Vice
President of the CBS Comtec Group.
Currently, he consults for the Office of the Chairman at Cablevision System Corporation,
working with a small team, hand-in-hand with the Founder and Chairman of the company,
Charles Dolan. There, he analyzes and evaluates opportunities to take the core competencies of
the corporation to areas outside the Companys current cable footprint domestically and
internationally. He also analyzes and evaluates investment opportunities in Emerging Global,
Ethnic and IPTV Ventures. Mr. Fink holds a BS in Business Administration from New York
University.
4. Board memberships and other affiliations
None
5. Compensation by the issuer
Mr. Fink received 250,000 common stock purchase warrants in connection with his appointment
to the Companys board of directors for 2012.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.

Debbie Sharken, age 44, Director


1. Full name
Debbie Sharken
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
For almost 20 years, Ms. Sharken has been an expert in consumer direct marketing, relationship
marketing, and advertising. She has honed her skills at top-notch agencies like McCann
Relationship Marketing, Grey Direct, and Saatchi & Saatchi Wellness. Ms. Sharken has built her
career on her abilities to create strategic, customized marketing campaigns that develop lasting
relationships between brands and their customers. She has extensive experience across all
marketing channels and disciplines, including a deep expertise in building digital businesses. Ms.
Sharken is currently the Chief Marketing Officer at the Direct Marketing Association and is
helping to lead the organization and its members meet the challenges of today's marketplace.
She holds a BS in Advertising from Syracuse University.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Ms. Sharken received 250,000 common stock purchase warrants in connection with his
appointment to the Companys board of directors for 2012.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants and 20,000 shares purchased in open market.
Errol Walsh, age 72, Chief Operating Officer and Director
1. Full name
Errol F. Walsh
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908

3. Employment history
Mr. Walsh worked at IBM for 31 years, ending his career in an executive management role,
responsible for a group of more than 7000 employees and an operating budget of 1.2 billion
dollars prior to his retirement in 1993. After retiring from IBM, Errol served as the Chief
Executive Officer of Technology Support Corp. ("TSC") until 2006. TSC was a contracted IBM
consulting firm, responsible for the integration of all SAP modules together with the IT
deliverables that created the IBM Fulfillment SAP Project. This project encompassed the
prototype phase, validation of the prototype and the integration testing of newly developed
systems and processes. Mr. Walsh most recently served as a chief consultant for Axiom
Consulting, LLC ("Axiom"), until 2009. At Axiom, Mr. Walsh worked with applications
development and project management to set up support for end users for major corporations such
as Fluor and SAP. Mr. Walsh holds a BS in Computer Information Systems from Empire State
College.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Errol Walsh is to receive 250,000 common stock purchase warrants in connection with his
appointment to the Companys board of directors.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants and 190,000 shares purchased in the open market.
Kenneth Jolly, age 52, Director
1. Full name
Kenneth C. Jolly
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
Mr. Jolly brings extensive board experience to the Company. He previously served as the
Chairman of the Board of Directors for the National Football League Former Players Association
(the "NFLFPA") in Washington, D.C., and also served as a member of the NFLFPA board from
1999-2006. Since 2006, Mr. Jolly has served as a Director of the Professional Athletes
Foundation in Washington, DC, an organization that provides grants to former National Football

League ("NFL") players in need, as well as develops programs to assist players as they transition
to outside careers once their respective NFL careers conclude.
He has also served as a President and Director with multiple NFL chapter organizations, and is
actively involved in promoting the health and wellness for all retired NFL players. Mr. Jolly
played 2 years in the NFL and was a two-time special teams player of the year for the Kansas
City Chiefs in 1984-1985 seasons. Mr. Jolly has owned and operated Jolly and Associates a
sports apparel marketing firm for the past 20 years. Mr. Jolly graduated from Mid America
Nazarene College with a BS in Biology.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Mr. Jolly is to receive 250,000 common stock purchase warrants in connection with his
appointment to the Companys board of directors.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.
B. Legal/Disciplinary History
During the past five years, none of the Companys officers or directors have been the subject of:
(1) A conviction in a criminal proceeding or named as a defendant in a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(2) The entry of an order, judgment, or decree, not subsequently reversed, suspended or
vacated, by a court or competent jurisdiction that permanently or temporarily enjoined,
barred, suspended or otherwise limited such persons involvement in any type of
business, securities, commodities, or banking activities;
(3) A finding or judgment by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission, the Commodity Futures Trading Commission, or a
state securities regulator of a violation of federal or state securities or commodities law,
which fining or judgment has not been reversed, suspended or vacated; or
(4) The entry of an order by a self-regulatory organization that permanently or temporarily
barred, suspended or otherwise limited such persons involvement in any type of business
or securities activities.

C. Disclosure of Certain Family Relationships.


There are no family relationships among the Companys directors, officers, or beneficial owners
of more than five percent (5%) of the issuers common stock.
D. Disclosure of Related Party Transactions.
On January 26, 2010, the Company issued 2,340,000 shares of its common stock in exchange for
100% of the issued and outstanding stock of Yippy Soft, Inc. At the time of the transaction, Mr.
Granville was the Chief Executive Officer of both companies.
E. Disclosure of Conflicts of Interest
There are no conflicts of interest with any of the officers or directors personal or professional
interests.
Item 12. Financial Information for the Issuers Most Recent Fiscal Period.
The financials for the years ended May 31, 2014, are included at the end of this Annual Report.
Such financial statements are incorporated by reference herein.
Item 13. Similar Financial Information for Such Part of the Two Preceding Fiscal Years
as the Issuer or Predecessor has been in Existence.
The financials for the years ended May 31, 2014 and 2013, respectively, are filed in the
Companys Annual Report for the fiscal year ended May 31, 2014, filed with the OTC Markets
Group, and are incorporated by reference herein.
Item 14. Beneficial Owners
The following table presents information concerning the beneficial ownership of the shares of
our common stock as of May 31, 2014, by: (i) each of our named executive officers and current
directors, (ii) all of our current executive officers and directors as a group and (iii) each person
we know to be the beneficial owner of 5% of more of our outstanding shares of common stock.
Unless otherwise specified, the address of each beneficial owner listed in the table is c/o Yippy,
Inc., 17595 S. Tamiami Trail, Suite 270, Fort Myers, FL 33908.
The following table presents information concerning the beneficial ownership of the shares of
our common stock as of February 28, 2014, by: (i) each of our named executive officers and
current directors, (ii) all of our current executive officers and directors as a group and (iii) each
person we know to be the beneficial owner of 5% of more of our outstanding shares of common
stock. Unless otherwise specified, the address of each beneficial owner listed in the table is c/o
Yippy, Inc., 17595 S. Tamiami Trail, Suite 270, Fort Myers, FL 33908.

Current
Share
Ownership

Percent of
Class (1)

Total
Beneficial
Ownership

Percent of
Class (2)

34,776,000

60.79%

35,026,000 (3)

59.92%

Morton Fink
Director

0%

250,000 (4)

>1%

Debbie Sharken
Director

0%

250,000 (4)

>1%

Ken Jolly
Director

0%

250,000 (4)

>1%

Errol Walsh
Chief Operating Officer, Director

0%

250,000 (4)

>1%

All directors and officers as a Group


(5 persons)

34,776,000

60.79%

36,026,000

61.63%

International Business Machines,


Inc. (IBM)

5,250,000

9.17%

5,250,000

8.98%

All directors, officers and 5%


holders as a Group (6 persons)

40,026,000

69.97%

41,276,000

70.61%

Name
Richard Granville
Chief Executive Officer, Chairman

(1) Based on 57,198,544 shares outstanding as of May 31, 2014.


(2) Based on a total of (i) 57,198,544 shares outstanding as of May 31, 2014, and (ii)
1,250,000 common stock purchase warrants outstanding held by officers or
directors as of May 31, 2014.
(3) Richard Granville is the current owner of 34,776,000 shares of the Companys
common stock by virtue of his direct ownership of 23,184,000 shares and his
control of entities that directly own 11,592,000. In addition, Mr. Granville is the
beneficial owner of 35,026,000 by virtue of his aforementioned current ownership
and his beneficial ownership of common stock purchase warrant to purchase
250,000 shares of the Companys common stock.
(4) Mr. Fink and Mr. Jolly, do not directly own any common stock of the Company.
Mr. Walsh owns directly approximately 190,000 shares of common stock of the
Company. Ms. Sharken owns directly approximately 20,000 shares of common
stock of the Company. Each board member are the beneficial owner of 250,000

shares of the Companys common stock by virtue of common stock purchase


warrants to purchase 250,000 shares of the Companys common stock.
Item 15. The name, address, telephone number, and email address of each of the following
outside providers that advise the issuer on matters relating to operations, business
development and disclosure.
1. Investment Banker
None
2. Promoters.
None.
3. Counsel
Westerman Ball Ederer Miller & Sharfstein, LLP
1021 RXR Plaz
Uniondale, NY 11556
Tel.: (516) 622-9200
Fax: (516) 622-9212
www.westermanllp.com

Greene, Fidler & Chaplan LLP


2719 Wilshire Blvd., Suite 200
Santa Monica, CA 90403
Tel.: (310) 315-1700
Fax: (310) 315-1701
www.gfcllp.com

4. Accountant or Auditor
Accountant:

Auditor:

Clear Financial Solutions, Inc.


710 N. Post Oak Rd., Suite 410
Houston, TX 77096
Tel.: (713) 780-0806
Fax: (800) 861-1175
www.clearfinancials.com

LBB and Associates


10260 Westheimer Road, Suite 310
Houston, TX 77042
Tel.: (713) 800-4343
Fax: (713) 583-2263
www.lbbcpa.com

5. Public Relations Consultant.


None.
6. Investor Relations Consultant.
None.
7. Any other advisor(s) that assisted, advised, prepared or provided information with respect to
this disclosure statement.

None.
Item 16. Managements Discussion and Analysis or Plan of Operation.
Forward-Looking Information
You should read the following discussion and analysis of our financial condition and results of
operations together with our financial statements and related notes appearing elsewhere in this
Annual Report. Various statements have been made in this Report that may constitute forward
looking statements. Forward-looking statements may also be made in Yippys other reports
filed with or furnished to the United States Securities and Exchange Commission or the OTC
Markets, and in other documents. In addition, from time to time, Yippy, through its
management, may make oral forward-looking statements. Forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ materially from such
statements. The words believe, expect, anticipate, optimistic, intend, plan, aim,
will, may, should, could, would, likely and similar expressions are intended to
identify forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are made. Yippy
undertakes no obligation to update or revise any forward-looking statements.
Plan of Operation
The Company has several acquisition and partnership opportunities that are in different stages of
development. Each represents a potential role in the future business of Yippy. The Company
has over the last 12 months enjoyed an increase in the value of the intellectual property held by
the Company. This is evidenced by an increase in market capitalization of the Company over the
same period.
The business that Yippy represents offers vast opportunities in multiple verticals markets that
includes enterprise, education and web based markets. Since inception it has always been
managements goal to grow the business through internal development and strategic acquisitions
of software and synergistic technology companies that add value to the intellectual property of
the Company as well as provide future revenue growth. Management believes that the Company
has performed well in that regard, and will continue to assimilate more partnerships, synergistic
businesses and applications under the brand of Yippy until the eventual sale of the company or
its software.
Results of Operations this section below needs to be updated
Year Ended May 31, 2014 Compared to the Year Ended May 31, 2013
Revenues
Revenues for the year ended May 31, 2014, were $1,037,575, compared to $401,253 for the
year ended May 31, 2013, which represents an increase of $636,322. The increase was due to
sales attributed directly to the Companys new EASE platform.

General and Administrative Expenses


General and administrative expenses were $638,046 for the year ended May 31, 2014,
compared to $1,690,978 for the year ended May 31, 2013. The decrease of $1,052,932 is due
primarily to a reduction in stock based compensation and development costs.
Net Loss
The Company experienced a net loss of $(1,692,271) for the year ended May 31, 2014,
compared to a net loss of $(6,451,188) for the year ended May 31, 2013. The Company
recorded a year over year decrease in net loss of $4,758,917 which is mainly due to a
reduction in general and administrative expenses and completion of the EASE development.
Liquidity and Capital Resources
As of May 31, 2014, the Company had net cash of $19,329.
Net cash used for operating activities for the year ended May 31, 2014, was $547,304, as
compared to $(1,307,536) for the year ended May 31, 2013. The Company finances its
operations from the proceeds from debt offerings. Net cash obtained through all financing
activities for the year ended May 31, 2014, was $(306,000), compared to $1,577,319 for the
year ended May 31, 2013.
The Company is currently in discussions with potential financial and strategic sources of
financing but no definitive agreements are in place at the time of this reporting.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements, financings, or other
relationships with unconsolidated entities or other persons, also known as special purpose
entities (SPEs).
PART E ISSUANCE HISTORY
Item 17. List of Securities Offerings and Shares Issued for Services in the Past Two Years.
On July 28, 2010, the Company issued 50,000 shares of common stock to a consultant, in
exchange for services to be rendered.
In July 2011, the Company issued 10,000 shares of common stock to a former consultant as
settlement of a dispute.
In November 2011, the Company issued 70,000 shares (split adjusted) of common stock as
compensation to two consultants.

In December 2011, the Company issued 83,334 shares of common stock as compensation for
fees to execute a Note Payable Contract.
In March 2012, the Company issued 83,334 shares of common stock as compensation for fees to
place a note payable.
In May 2012, the Company issued 25,000 shares of common stock as compensation for fees to
place a note payable.
In May 2014, the Company issued 4,000,000 shares of common stock for the extinguishment of
$934,575 of debt.
PART F EXHIBITS
Item 18. Material Contracts.
(1)

Share Exchange Agreement, dated January 26, 2010, by and among Cinnabar Ventures
Inc., Yippy, Inc. and the shareholders of Yippy, Inc. (as filed as Exhibit C to the
Companys Initial Company Information and Disclosure Statement, filed with the
OTCQX on February 9, 2011).

(2)

Purchase Agreement, dated May 14, 2010, by and between Yippy, Inc. and Vivsimo,
Inc. (as filed as Exhibit D to the Companys Initial Company Information and Disclosure
Statement, filed with the OTCQX on February 9, 2011).

(3)

Software License Agreement, dated May 14, 2010, by and between Yippy, Inc. and
Vivsimo, Inc. (as filed as Exhibit G to the Companys Initial Company Information and
Disclosure Statement, filed with the OTCQX on February 9, 2011).

Item 19. Articles of Incorporation and Bylaws.


(1)

Articles of Incorporation, as amended (as filed as Exhibit A to the Companys Initial


Company Information and Disclosure Statement, filed with the OTCQX on February 9,
2011).

(2)

Bylaws (as filed as Exhibit B to the Companys Initial Company Information and
Disclosure Statement, filed with the OTCQX on February 9, 2011).

Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.

Item 21. Issuers Certifications.


I, Richard Granville, certify that:
(1) I have reviewed this disclosure statement of Yippy, Inc.;
(2) Based on my knowledge, this disclosure statement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this disclosure statement; and
(3) Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this disclosure statement, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this disclosure statement.

Date: September 1, 2014


/s/ Richard Granville
Richard Granville
Chief Executive Officer
(Principal Financial Officer)

Yippy, Inc.
Financial Statements
Table of Contents

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Yippy, Inc.
Consolidated Balance Sheets
May 31, 2014 and 2013
(Unaudited)
2014

2013

Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Deposits

19,329
328,662
-

22,705
27,811
400,000

347,991

450,516

Intangible assets:
Software license
Software
Tradenames, brands and domains

3,849,180
902,150
1,500,000

3,605,000
902,150
1,500,000

Less: Accumulated amortization


Total intangible assets

6,251,330
(3,425,866)
2,825,464

6,007,150
(2,437,520)
3,569,630

Total current assets

Total assets

Liabilities and Stockholders' Equity (Deficit)


Liabilities:
Accounts payable and accrued liabilities
$
Advances from related party
Convertible notes payables, net of discounts
Convertible notes payables - related party
Total current liabilities
Total liabilities

3,173,455

4,020,146

356,961
67,300
424,261

534,110
48,800
517,372
958,245
2,058,527

424,261

2,058,527

Commitments
Stockholders' equity
Common stock, ($0.001 par value, 75,000,000 shares authorized,
57,645,810 and 53,645,810 issued and outstanding as of
May 31, 2014 and 2013, respectively)
Additional paid in capital
Accumulated deficit
Total stockholders' equity
\
Total liabilities and stockholders' equity

57,645
20,210,384
(17,518,835)
2,749,194
$

3,173,455

53,645
17,734,538
(15,826,564)
1,961,619
$

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

4,020,146

Yippy, Inc.
Consolidated Statements of Operations
For the years ended May 31, 2014 and 2013
(Unaudited)
2014
Revenues

Operating expenses
General and administrative expense
Depreciation and amortization expense
Total operating expenses
Loss from operations
Other (income) expense
Interest expense
(Gain) / loss on extinguishment of debt
Gain on sale of fixed asset
Loss on disposal of intangible assets
Total other expense

2013

1,037,575

401,253

638,046
988,346

1,690,978
839,439

1,626,392

2,530,417

(588,817)

(2,129,164)

168,879
934,575
-

1,119,142
(1,007,942)
(810)
4,211,634

1,103,454

4,322,024

Net loss

(1,692,271)

(6,451,188)

Net loss per common share - basic and diluted

(0.03)

(0.12)

Weighted average number of shares


outstanding - basic and diluted

53,645,810

53,547,586

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

Yippy, Inc
Consolidated Statements of Stockholders' Equity
For the Years Ended May 31, 2014 and 2013
(Unaudited)

Balances, May 31, 2012


Common stock issued for services
Warrants issued for services
Common stock issued for cash
Contributed capital upon sale of
escrowed securities
Discount on issuance of
convertible notes payable
Acquistion of Macte! Labs
Net loss
Balances, May 31, 2013
Issuance of warrant for
professional services
Conversion of note payable
Net loss
Balances, May 31, 2014

Common Stock
Shares
Amount
53,173,544
53,174
25,000
24
447,266
447

Additional
Paid-in
Capital
10,573,513
20,250
635,880
249,553

Accumulated
Deficit
(9,375,376)
-

Total
Stockholders'
Equity
1,251,311
20,274
635,880
250,000
252,176

252,176

891,077
5,112,089

(6,451,188)

891,077
5,112,089
(6,451,188)

53,645,810

53,645

17,734,538

(15,826,564)

1,961,619

4,000,000

4,000

42,500
2,433,346

42,500
2,437,346

(1,692,271)

57,645,810

57,645

20,210,384

(17,518,835)

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

(1,692,271)
$

2,749,194

Yippy, Inc.
Consolidated Statements of Cash Flows
For the years ended May 31, 2014 and 2013
(Unaudited)
2013

2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating
Activities
Stock-based compensation
Amortization of intangible assets
Amortization of debt discount on convertible
notes payable
Gain on sale of fixed asset
(Gain) / loss on extinguishment of debt
Loss from disposal of intangible assets
Derivative loss
Changes in Operating Assets and Liabilities
Accounts receivable
Prepaid expenses and other assets
Accounts payable and accrued liabilities
Net Cash Generated by/(Used in) Operating Activities

(1,692,271)

(6,451,188)

42,500
988,346

656,180
979,874

31,250
934,575
-

439,228
(810)
(986,504)
4,211,634
-

(300,851)
400,000
143,755
547,304

(423,198)
267,248
(1,307,536)

(244,180)
-

(329,112)
(13,800)
13,000

Net Cash Provided / (Used) for Investing Activities

(244,180)

(329,912)

CASH FLOWS FROM FINANCING ACTIVITIES:


Proceeds from convertible notes payable - related party
Proceeds from convertible notes payable
Proceeds from issuance of notes payable
Payments on notes payable
Repayments of shareholder advances
Proceeds from issuance of common stock

(325,000)
18,500
-

246,800
813,555
664,409
(417,445)
20,000
250,000

Net Cash Provided from Financing Activities

(306,500)

CASH FLOWS FROM INVESTING ACTIVITIES:


Acquisition of Macte! Labs
Purchase of software licenses
Purchases of property and equipment
Proceeds from sale of fixed asset

1,577,319
(60,129)
82,834
22,705

Net Increase (Decrease) in Cash


Cash - Beginning of Period
Cash - End of Period

(3,376)
22,705
19,329

SUPPLEMENTAL
INFORMATION:
p
Cash paid for interest
Cash paid for income taxes

$
$
$

$
$
$

5,155,986

2,437,347

NON-CASH ACTIVITIES:
Issuance of warrants and stock for acquisition
Conversion of convertible notes payable
party to common stock

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

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2014

Note 1. The Company and Summary of Significant Accounting Policies


The Company
Yippy, Inc. (formerly known as Cinnabar Ventures, Inc.) (the Company) was incorporated in the State of Nevada on May 24, 2006.
Yippy Soft, Inc., a Delaware corporation (formerly known as Yippy, Inc.), was incorporated in the State of Delaware on October 6,
2009, and was renamed Yippy Soft, Inc. on April 23, 2010. On January 26, 2010, the Company acquired Yippy Soft, Inc. for
4,680,000 common shares. The acquisition was accounted for as a combination of entities under common control. All historical
financial information is presented as combined for all periods presented. On April 15, 2010, the Company changed its name from
Cinnabar Ventures, Inc. to Yippy, Inc.
On December 5, 2011, the Company declared a 2-for-1 forward stock split. All per share and share amounts have been restated to
reflect the forward stock split in the amounts presented.
On July 30, 2012, the Company formed a wholly owned subsidiary, Yippy Labs, Inc., (Yippy Labs) a corporation incorporated in
British Columbia, Canada. On August 1, 2012, Yippy Labs acquired 100% of the issued and outstanding common stock of Macte!
Labs, Inc. (Macte), a corporation incorporated in British Columbia, Canada. On March 31, 2013, Yippy Labs sold its interest in
Macte.
Yippy provides secure family friendly online web destinations and services such as search, browser, email, cloud applications and
storage to family PCs, learning institutions and libraries. In addition, Yippy provides custom search and tool platforms.
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 reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
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.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany
accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term investments purchased with original maturities of
three months or less at the date of purchase to be cash equivalents.
Intangible Assets
Intangible assets include a software license agreement acquired from an independent party. Intangible assets have a definite life and
are amortized on a straight-line basis, with estimated useful lives of two to seven years. Intangible assets with a definite life are tested
for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable.
An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in
determining the fair value of the asset. The amount of the impairment loss to be recorded is calculated by the excess of the assets
carrying value over its fair value. No impairment was recognized for the year ended May 31, 2014.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2014

Note 1. The Company and Summary of Significant Accounting Policies (continued)


Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income taxes and
liabilities are determined based on the difference between financial reporting and tax bases of assets and liabilities and are measured
using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.
Revenue Recognition
Revenue is recognized when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed,
and collectability of the related fee is reasonably assured.
The Company recognizes revenue from search advertising on Yippy, Inc. search properties and custom software development projects.
Search revenue is recognized based on click-throughs. A click-through occurs when a user clicks on an advertisers search result
listing. The Company has entered into a Search and Advertising Services and Sales Agreement (the Search Agreement) with
Infospace, Inc. (Infospace), which provides for Infospace to be the exclusive algorithmic paid search service provider on Yippy.com
and non-exclusive on other Yippy, Inc. search properties. The Company reports as revenue the 96% share of revenue generated from
Infospacess services on Yippy.com property and other search sites held by the Company. Revenue from software development
projects is recognized at the point at which payment is contractually due. Custom software development project revenue is recognized
according to the contract terms with customers.
Accounts Receivable and Allowances
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for bad
debts. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts
receivable. The Company determines the allowances based on historical write-off experience by industry and regional economic data
and historical sales returns. The Company reviews the allowance for doubtful accounts periodically. The Company does not have any
significant off-balance-sheet credit exposure related to its customers.
Fair Value of Financial Instruments
Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements
and Disclosures, we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in
fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with the Fair
Value Measurement Topic of the FASB ASC 820, we implemented guidelines relating to the disclosure of our methodology for
periodic measurement of our assets and liabilities recorded at fair market value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable
such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments
in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to
develop its own assumptions, such as valuations derived from valuation techniques in which one more significant
inputs or significant value drivers are unobservable.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2014

Note 1. The Company and Summary of Significant Accounting Policies (continued)


The carrying amounts of trade and other accounts receivable, trade accounts payable, accrued payroll, bonuses and team member
benefits, and other accrued expenses approximate fair value because of the short maturity of those instruments.
Derivative Instruments
In connection with the issuance of certain debt instruments, the Company may provide features allowing the debt to be convertible into
shares of the Companys common stock. In these circumstances, these options may be classified as derivative liabilities, rather than as
equity. Additionally, these instruments may contain embedded derivative instruments, such as embedded derivative features which in
certain circumstances may be required to be bifurcated from the associated host instrument and accounting for separately as a
derivative instrument liability.
The Companys derivative instrument liabilities are re-valued at the end of each reporting period, with the changes in the fair value of
the liability recorded as charges or credits to income in the period in which the changes occur. For warrants and bifurcated embedded
derivative features that are accounting for as derivative instrument liabilities, the Company estimates the fair value using either quoted
market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require
assumptions related to the remaining term of the instrument and risk-free rates of return, expected dividend yield, and the expected
volatility of the Companys common stock over the life of the instrument. Because of the limited trading history of the Companys
common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price
but also the experience of other entities considered to be comparable to the Company.
Earnings Per Share
In accordance with accounting guidance now codified as ASC Topic 260, Earnings per Share, basic earnings (loss) per
share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each
period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of
common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
Since the Company reflected net losses for the years ended May 31, 2014 and 2013, the effect of considering any common stock
equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not
presented.
Reclassification
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in
the current year consolidated financial statements. Such reclassifications had no effect on previously reported net loss.
New Accounting Pronouncements
Management does not expect adoption of recently issued but not yet effective pronouncements to have a material impact on the
Companys financial statements.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2014

Note 2. Accounts receivable


At May 31, 2014, the Company evaluated the collectability of accounts receivable and determined that an allowance for doubtful
accounts of $100,000 was necessary due to the cancellation of a project by a customer. Accounts receivable at May 31, 2014 and
2013 consists of:
May 31,
Accounts receivable
Less: Allowance for doubtful accounts
Balance, accounts receivable

$
$

2014
428,662
100,000
328,662

$
$

2013
27,811
27,811

Note 3. Intangible Assets


On May 17, 2010, the Company entered into a license agreement (the License Agreement) with Vivisimo, Inc. (Vivisimo),
granting the Company a non-exclusive, world-wide right to the use of Velocity, a software information optimization platform that
unifies access to secure business repositories, presents relevant information and enables knowledge sharing across an enterprise, for
use in connection with computer applications currently being developed by the Company. In connection with the License Agreement,
the Company acquired the domain Clusty.com, a metasearch engine, and all sub-domains and scripts related thereto, pursuant to a
related purchase agreement (the Purchase Agreement). Vivisimo agreed not to compete with the Company in the consumer search
area for a period of two years. Total consideration paid to Vivisimo under the Purchase Agreement and License Agreement was
approximately $5,550,000 (the Acquisition Price). In May 2012, Vivisimo was acquired by IBM.
On August 1, 2012, the Company acquired 100% of the issued and outstanding common stock of Macte! Labs, Inc. (Macte) in
exchange for cash and equity compensation consisting of the following:

Cash of $50,000;
3,687,500 shares of Yippy Labs common stock;
Warrants to purchase 600,000 shares of the Companys common stock at an exercise price of $0.40 per share with three year
term;
Put warrants to purchase 3,687,500 shares of the Companys common stock with a term of 10 years. The put warrants
can be exchanged for on a 1 for 1 basis at the option of the holder into the Companys common stock; and
Ninety day consulting contracts to the four former shareholders of Macte Labs.

On March 31, 2013, the Company sold its interest in Macte to the original shareholders. In conjunction with the sale, Yippy
was granted a license to the use of certain software tools developed by Macte.
The fair market value of the assets acquired in conjunction with the acquisition of Macte were as follows:
Cash
Accounts receivable
Prepaid assets
Computer equipment
Unamortized organizational costs
Developed software
Customer lists, brands and domains

Total
Goodwill
Total purchase price

9,572
29,554
1,572
101,159
4,193
1,611,862
1,611,863
3,369,775
1,786,211
5,155,986

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2014
Note 3. Intangible Assets (contd)
The intangible assets included in the table below:

Description
Software license
Developed software
Trademarks, brands and domains
Total
Less: accumulated amortization
Intangible assets, net

May 31,
2014
3,849,180
902,150
1,500,000
6,251,330
(3,425,866)
2,825,464

May 31,
2013
3,605,000
902,150
1,500,000
6,007,150
(2,437,520)
3,569,630

Estimated
Useful Life
5 - 7 years
5 years
5 - 7 years

On an annual basis the Company will evaluate the carrying value of intangible assets and determine if impairment has occurred and if
so, record a charge for impairment. Management has concluded no impairment exists as of May 31, 2014 and 2013, respectively.
The Company recorded amortization expense of $988,346 and $979,874 for the years ended May 31, 2014 and 2013, respectively,
related to the intangible assets.
Note 4. Convertible Notes Payable
Notes payable consists of the following at May 31, 2014 and 2013, respectively:
May 31, 2014

Convertible Notes Payable- Related Party


Loan payable to a shareholder bearing interest at 18% due on July 20,
2012, convertible to common stock at $1.00 per share
Loan payable to a shareholder bearing interest at 18% due on February 17,
2013, convertible to common stock at $1.00 per share
Total Convertible Notes Payable Related Party
Convertible Notes Payable
Loan payable bearing interest at 5% due on June 11, 2013, convertible to
common stock at $0.65 per share.
Less: Discounts
Plus: Amortization of Discounts
Total Convertible Notes Payable

May 31,
2013

300,000

409,000
709,000

548,622
(800,800)
769,550
517,372

(800,800)
800,800
-

Accrued interest on the convertible notes payable was $0 and $309,294 at May 31, 2014 and 2013, respectively.
During the quarter ending May 31, 2014, a note holder acquired the non-exclusive rights to certain licenses of the Company. The note
holder agreed to apply $425,000 in license fees due to the Company against outstanding notes of the Company held by the note holder.
In May 2014, the note holders agreed to convert the outstanding principal and accrued interest into 4,000,000 shares of the Companys
common stock. The fair market value of the common stock on the date of conversion was $1,920,000, resulting in a loss on
extinguishment of debt of $934,575.

10

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2014
Note 5. Going Concern
As reflected in the accompanying financial statements, the Company has accumulated net losses of $17,518,835 since inception and a
net loss of $1,692,271 for the year ended May 31, 2014.
The Company may seek additional funds to finance its immediate and long-term operations through debt and/or equity financing. The
successful outcome of future financing activities cannot be determined at this time and there is no assurance that if achieved, the
Company will have sufficient funds to execute its intended business plan or generate positive operating results.
These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The accompanying
financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might result should the Company be unable to continue as a going concern.
Note 6. Related Party Transactions
An officer and director of the Company and a shareholder advance funds to and from the Company from time to time. The balance due
the sole director and officer and the shareholder, which is included in convertible notes payable related party, was $0 at May 31,
2014 and May 31, 2013, respectively.
Note 7. Stockholders Equity (Deficit)
In September 2013 a holder of collateral on notes payable consisting of shares of the Companys common stock sold $100,000 of the
collateral, resulting in a reduction in the related debt by the same amount. The Company has accounted for this as contributed capital
towards the reduction of debt.
In May 2014, the holders of all of the Companys convertible debt agreed to accept 4,000,000 shares of the Companys common stock
in exchange for principal and accrued interest totaling $1,626,393.
Warrants
In July 2012, the Company retained the services of a new Chief Executive Officer. The Chief Executive Officer was granted a warrant
to purchase 250,000 shares on the Companys common stock at an exercise price of $0.30 per share with a term of three years. The
Company recognized compensation expense totaling $196,287 during the year ended May 31, 2013.
On August 1, 2012, the Company acquired Macte! Labs, Inc. (Macte) pursuant to a share exchange agreement (the Share
Agreement). In conjunction with the share exchange agreement, the Company issued 3,687,500 put warrants and 3,687,500 shares in
Yippy Labs, Inc., a wholly owned subsidiary of the Company. The put warrants can be exchanged for on a 1 for 1 basis at the option
of the holder into the Companys common stock and have a ten year term. The fair market value of the put warrants was $4,449,199
on the date of issuance. In addition, the Company issued warrants to purchase 800,000 shares of common stock at an exercise price of
$0.40 per share with a term of 3 years. The fair market value of the warrants was $475,908 on the date of issuance.
In September 2012, the Company recorded 250,000 warrants issued to an outside consultant. Stock-based compensation in the amount
of $170,480 was recorded for the fair value of the warrants at the date of issuance. The warrants have an exercise price of $0.30 per
share, subject to adjustment, and have a term of three years.
On October 8, 2012 (Commencement Date), the Company entered into an employment agreement (Agreement) with Edward Noel
to become its new Chief Executive Officer (CEO). Pursuant to the Agreement, the Company will issue Mr. Noel a quarterly bonus
payment of 200,000 common stock purchase warrants, with an exercise price of $0.50 per share, provided the Company achieves an
average of 75% of monthly revenue targets (Bonus Warrants). The Bonus Warrants shall vest immediately upon issuance and will
be exercisable for a period of three years thereafter. Additionally, Mr. Noel received a common stock purchase warrant to purchase up
to 2,650,000 shares of the Companys common stock at an exercise price of $0.30 (Signing Warrants). The Signing Warrants shall
automatically vest as follows: (i) 50% upon the one-year anniversary of the Commencement Date, provided that Mr. Noel is still

11

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2014
Note 7. Stockholders Equity (Deficit) (contd)
employed as the Companys CEO; (ii) the remaining 50% at a rate of one-twelfth (1/12) per month through the end of the two-year
anniversary of the Commencement Date, provided that Mr. Noel is still employed as the Companys CEO for the entire month giving
rise to such vesting; (iii) if all or substantially all of the outstanding capital stock of the Company is sold to a third party within the first
six months of the Commencement Date, the 50% of the Signing Warrants shall immediately vest upon the change of control and the
remaining 50% will be retired and extinguished in full; and (iv) if all or substantially all of the outstanding capital stock of the
Company is sold to a third party who is procured and brought to the Company by Mr. Noel within the first six months after the
Commencement Date, then 100% of the Signing Warrants shall vest immediately upon the change of control. All Signing Warrants
shall be exercisable for a period of three years after vesting. The Compensation Warrants shall contain a standard cashless exercise
feature and shall vest automatically upon termination of Mr. Noels employment, pursuant to the terms of the Agreement. In April
2013 Mr. Noel was terminated and the warrants lapsed.
In December 2012, the Company issued 250,000 warrants to an outside consultant. Fair value of the warrants at the date of grant was
$25,807. The warrants have an exercise price of $0.30 per share, subject to adjustment, and have a term of three years.
In September 2013, the Company issued 250,000 warrants to legal counsel for legal services performed. Fair value of the warrants at
the date of grant was $42,500. The warrants have an exercise price of $0.20 per share, subject to adjustment, and have a term of three
years.
Note 8. Deposits
In June 2012, the Company entered into a letter of intent to acquire 100% of the issued and outstanding shares of MuseGlobal, Inc. As
of May 31, 2013, the Company has made payments totaling $400,000 towards the purchase price, which are included in deposits as of
May 31, 2013. In June 2013, the Company modified the agreement with MuseGlobal, Inc. and obtained a perpetual license to certain
MuseGlobal, Inc. assets and converted the deposit. Accordingly, the deposit balance was $0 at May 31, 2014.

12

Annual Report
Year Ended May 31, 2015

YIPPY, Inc.
(a Nevada corporation)
Current Trading Symbol: YIPI
CUSIP Number: 98584Y103

Tax ID Number: 98-0585450

WE PREVIOSLY WERE A SHELL COMPANY AND ARE NOT CURRENTLY A


REPORTING COMPANY AS THAT TERM IS DEFINED IN THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND THEREFORE, THE EXEMPTION
OFFERED PURSUANT TO RULE 144 IS NOT CURRENTLY AVAILABLE. ANYONE
WHO PURCHASED SECURITIES DIRECTLY OR INDIRECTLY FROM US OR ANY
OF OUR AFFILIATES IN A TRANSACTION OR CHAIN OF TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING CANNOT SELL SUCH SECURITIES IN AN OPEN
MARKET TRANSACTION.

PART A GENERAL COMPANY INFORMATION


Item 1. The Exact Name of the Issuer and its Predecessor.

Yippy, Inc., a Nevada corporation (hereinafter referred to as the Company or


Yippy).

Formerly Cinnabar Ventures, Inc. until April 2010 (Certificate of Amendment to


the Companys Articles of Incorporation filed with the Nevada Secretary of State
on April 15, 2010, as filed with the United States Securities and Exchange
Commission (the SEC) as Exhibit 3.1 to the Companys Current Report on Form
8-K on May 10, 2010).

Item 2. The Address of the Issuers Principal Executive Offices.


Yippy, Inc.
17595 S. Tamiami Trail, Suite 270
Fort Myers, FL 33908
Phone Number: 877-947-7901
Fax Number: 877-947-7901
Email: info@yippyinc.com
Website: www.yippy.com
Item 3. The Jurisdiction and Date of the Issuers Incorporation or Organization.
The Company was originally organized under the corporate laws of the State of Nevada on May
24, 2006.
PART B SHARE STRUCTURE
Item 4. The Exact Title and Class of Securities Outstanding.
Class of Securities: Common Stock
CUSIP Number: 9858Y103
Trading Symbol: YIPI.PK
Item 5. Par or Stated Value and Description of the Security.
A. Par or Stated Value
Common Stock, par value $0.001 per share
B. Description of Common Stock
The holders of shares of common stock have no subscription, redemption, subscription, sinking
fund or conversion rights. In addition, the holders of shares of common stock have no preemptive

rights to maintain their percentage of ownership in future offerings or sales of our stock. The
holders of shares of common stock have one vote per share in all elections of directors and on all
other matters submitted to a vote of our stockholders. The holders of common stock are entitled
to ratably receive dividends, if any, as and when declared from time to time by our board of
directors out of funds legally available therefore. Upon liquidation, dissolution or winding up of
our affairs, the holders of common stock will be entitled to participate equally and ratably, in
proportion to the number of shares held, in our net assets available for distribution to holders of
common stock. The shares of common stock currently outstanding are fully paid and nonassessable. There is no provision in the Companys articles of incorporation or bylaws that would
delay, defer, or prevent a change in control of the issuer.
Item 6. The Number of Shares of Total Amount of the Securities Outstanding for Each
Class of Securities Authorized.
PERIOD END DATE
May 31, 2015
May 31, 2014
Number of Authorized Shares

75,000,000

75,000,000

Number of Outstanding Shares

53,732,377

57,198,544

Public Float

9,180,000

9,180,000

No. of Beneficial Shareholders

1127

1123

Total No. of Shareholders of Record

202

198

Item 7. The Name and Address of the Transfer Agent.


PACIFIC STOCK TRANSFER COMPANY
4045 South Spencer Street, Suite 403
Las Vegas, NV 89119
Tel: (702) 361-3033
Fax: (702) 433-1979
E-mail: info@pacificstocktransfer.com
Pacific Stock Transfer Company is registered under the Exchange Act and is an SEC approved
transfer agent, under the regulatory authority of the SEC.
PART C BUSINESS INFORMATION
Item 8. The Nature of the Issuers Business.
A. Business Development
1. The form of organization of the issuer.

Yippy, Inc., a Nevada corporation.

2. The year that the issuer was organized.

The Company was incorporated on May 24, 2006.

3. The issuers fiscal year end date.

May 31.

4. Whether the issuer has been in bankruptcy, receivership, or any similar proceeding.

Neither the Company nor any of its predecessors have been in bankruptcy, receivership
or any similar proceeding.

5. Any material reclassification, merger, consolidation, or purchase or sale of a significant


amount of assets.

On January 26, 2010, the Company completed the acquisition of Yippy Soft, Inc.,
a Delaware corporation (formerly Yippy, Inc.) (Yippy Soft). On the Closing
Date, the Company acquired 100% of the issued and outstanding Yippy Soft
common stock from the Yippy Soft shareholders. In exchange for the Yippy Soft
common stock, the Company issued 2,340,000 shares of the Companys common
stock to the Yippy Soft shareholders, at such time representing approximately
10.51% of the issued and outstanding common stock of the Company. Through its
acquisition of Yippy Soft, the Company acquired rights to 100% of the assets of
Yippy Soft.

On April 15, 2010, the Company changed its name from Cinnabar Ventures, Inc.
to Yippy, Inc. and applied for a new CUSIP and trading symbol.

On May 17, 2010, the Company entered into a license agreement with Vivsimo,
Inc. (Vivsimo), a subsidiary of IBM, Inc. (IBM), granting the Company a
transferable, perpetual, unlimited (users), non-exclusive, world-wide right to the
use of Velocity (rebranded by IBM as Watson Explorer), a software
information optimization platform that unifies access to secure business
repositories, presents relevant information and enables knowledge sharing across
an enterprise for use in connection with computer applications currently being
developed by the Company. In connection with the license agreement, the
Company acquired the domain Clusty.com, a metasearch engine, and all domains
and scripts related thereto, pursuant to a purchase agreement. Vivsimo agreed not
to compete with the Company in web search for a period of two years. Total
consideration paid to Vivsimo under the purchase agreement and license
agreement was approximately $5,550,000 (the Acquisition Price). The
Acquisition Price included two cash payments and the issuance of two convertible

promissory notes, each bearing interest at a rate of four percent (4%) per annum
(together, the Notes). Vivsimo had the option, at the maturity of either or both
of the Notes, to elect to convert the principal and interest then due into shares of
the Companys common stock (Conversion Shares) at a price of $2.00 per share.
On December 5, 2011, the Company issued 5,250,000 shares of the Companys
common stock to Vivsimo in consideration for the conversion of the Notes.

On August 1, 2012, the Company entered into a share exchange agreement, by and
among the Company, Yippy Labs, Inc., Macte! Labs, Inc. and the shareholders of
Macte! Labs, Inc. Pursuant to the terms of the share exchange agreement, Yippy
Labs, Inc. acquired 100% of the issued and outstanding shares of Macte! Labs, Inc.
from the Macte! Lab, Inc. shareholders in exchange for shares of Yippy Labs, Inc.
The shares of Yippy Labs, Inc. are exchangeable into shares of the Company upon
the satisfaction of certain events.

On February 28, 2013, the Company sold one of its subsidiaries Yippy Labs, Inc.
(a Canadian Corporation) with certain non-essential brands, software and domain
assets to four private individuals. The values of the assets at the time of sale were
$737,500.00 (USD). The entity name Yippy Labs was not conveyed in the
transaction and was changed by the purchasing party after closing.

On June 14, 2013, the Company entered into a license agreement with Muse Global,
Inc., granting the Company a transferable, perpetual, non-exclusive world-wide
right to the use of Muse Federated Search Module, Muse Source Packages, Muse
Source Factory, Information Connection Engine Server, Muse Web Bridge
Communication Interface, Muse Consoles for Applications Administration,
Embedded Apache Tomcat, Muse Control Centre platform and Muse Web Bridge
Communication Interface API. The license agreement specifies use in conjunction
with the Companys Application Services Environment in the cloud with
interconnections developed by the Company for Velocity and other internally
developed programs. The license was fully paid at closing.

6. Any default of the terms of any note, loan, lease, or other indebtedness of financing arrangement
requiring the issuer to make payments.

The Magna Group d/b/a Hanover Holdings (collectively, Magna Group) and the
Company are in the early stages of litigation concerning the potential improper accounting
of third party collateral sold by Magna Group. It is the Companys position that the sale
of the collateral was not correctly applied to notes issued by the Company. Further
investigation has stalled as Magna Group has yet to provide the Companys third party
auditing firm requested access to vital information. It is the Companys position that
Magna Group sold collateral beyond the value of the notes and sent the Company a default
notice after selling collateral and not applying full value to the notes in question. The
Company believes Magna Group sold collateral beyond the value of the notes by
approximately $155,000.00. The Company and its counsel have made repeated requests
to Magna Group for an independent audit of the collateral transactions. As of the date of

this report, Magna Group has refused to allow this standard audit to occur.
7. Any change of control.

On September 9, 2009, the Company entered into a material agreement with


Belmont Partners, LLC, a Virginia limited liability company (Belmont), by
which Belmont acquired the majority of the issued and outstanding common stock
of the Company. Belmont purchased Five Million (5,000,000) shares of common
stock, representing approximately 78.86% of the Companys then issued and
outstanding common stock.

On October 14, 2009, Richard Granville, individually, acquired the majority of the
issued and outstanding common stock of the Company from Belmont. Pursuant to
the terms of the purchase agreement, Mr. Granville purchased Five Million
(5,000,000) shares of common stock, representing approximately 78.86% of the
Companys then issued and outstanding common stock for a total purchase price of
One Hundred and Ninety Five Thousand Dollars ($195,000.00).

8. Any increase in 10% or more of the same class of outstanding equity securities.

In September 2006, the Company issued 1,000,000 common shares, increasing the total
outstanding common shares from 5,720,000 to 6,720,000.

On January 26, 2010, the Company issued 2,340,000 shares of the Companys common
stock in consideration for the acquisition of Yippy Soft.

On December 5, 2011, the Company issued 5,250,000 shares of the Companys common
stock to Vivsimo, Inc., a subsidiary of IBM, in consideration for the conversion of two
promissory notes.

9. Any past, pending or anticipated stock split, stock dividend, recapitalization, merger,
acquisition, spin-off, or reorganization.

On November 5, 2009, the Company approved a 3-for-1 forward split of the Companys
issued and outstanding common Stock. Immediately following the forward split, there
were Nineteen Million and Twenty Thousand (19,020,000) shares of Companys common
stock issued and outstanding. The forward split took effect on November 17, 2009.

On June 2, 2011, the Company declared a 5% stock dividend for holders of record on June
27, 2011, payable on or about June 30, 2011. As a result of this dividend, the number of
shares issued and outstanding as of June 30, 2011, is 23,840,629, as compared to
22,705,361 and 22,310,000 as May 31, 2011 and 2010, respectively.

On November 5, 2011, the Company approved a 2-for-1 forward split of the Companys
issued and outstanding common Stock. Immediately following the forward split, there
were 52,981,876 shares of Companys common stock issued and outstanding. The forward

split took effect on December 5, 2011.


10. Any delisting of the issuers securities by and securities exchange or deletion from the OTC
Bulletin Board.

On September 22, 2010, the Company voluntarily filed a Form 15 under Rule 15d-6.

11. Any current, past, pending or threatened legal proceedings or administrative actions either by
or against the issuer that could have a material effect on the issuers business, financial condition,
or operations and any current, past or pending trading suspensions by a securities regulator. State
the names of the principal parties, the nature and current status of the matters, and the amounts
involved.

As of the date of this report, the Company is not involved in any litigation that we believe
could have a material adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the
knowledge of the executive officers of the Company or any of our subsidiaries, threatened
against or affecting the Company, its common stock, any of its subsidiaries or of its
companies or its subsidiaries officers or directors in their capacities as such, in which an
adverse decision could have a material adverse effect.

B. Business of Issuer
Introduction
Yippy, Inc. (Yippy, the Company, we, us or our) designs, develops, markets,
distributes, and supports access and data management software in a cloud configuration. Yippy
operates three distinct business divisions which deliver a wide range of products and services for
enterprise, EDU (education) and web customers.
1) Enterprise
Yippy recently launched its EASE (Enterprise Application Services Environment) platform which
provides access to all data systems throughout the enterprise. EASE provides authenticated access
to all disparate databases, application servers, operating systems and virtualized environments.
EASE will improve the performance, productivity, scalability and reliability of enterprise
applications and associated programs through proprietary software infrastructure components that
are designed from inception to support, interact or interoperate with other disparate database,
software or hardware platforms through role based Active Directory (AD)/LDAP authenticated
access.
Our success has been predicated by identifying early on in the start-up phase the need for ESSO.
Currently, Yippy is able to provide a full 360 solution for enterprises through a single user
interface. As such we believe that our trademarked slogan Welcome to Cloud embodies our
unique ability to move legacy prone enterprises into the next evolution of software driven

platforms such as the Companys EASE solution.


Providing ESSO access to all disparate systems and data points was achieved by internally
developed and acquired programs over the last four years of the Companys operations. The
internally developed programs include but are not limited to multiple user interfaces, access
controls, early binding active directory/LDAP interface that works seamlessly with the programs
acquired from Vivisimo (now called: Watson Explorer) (2010), Macte Labs (2012) and
MuseGlobal (2013).
The following list of capabilities is available through Yippys EASE i2 platform.

Platform Agnostic Enterprise Single Sign On (ESSO);


Active Directory AD/LDAP Interface for Identity and Access Management;
Federated Bridge and Connector Frameworks;
Server and User Performance Monitoring and Analytics;
Secure Web Browser (No trace outside enterprise);
Business Intelligence;
Email Intelligence;
Sentiment Analysis (Cognitive Process based Machine Learning);
Data Harvesting;
Data Visualization;
Discovery (via Non-Taxonomy Based Clustered Search);
Data Management and Storage;
Virtual Data Warehousing;
Disaster Recovery (DR);
Enterprise Social Networking;
HR - Video Training Platform Continuing Education; and
Accessibility Through any Internet Enabled Device.

2) EDU
Yippy also provides learning products and sophisticated custom search products to higher learning
institutions. Yippy can be private labeled for educational companies, school districts and
universities. Yippys custom search products can integrate multiple federated sources from an
unlimited amount of information databases. Yippys active and passive filters written specifically
for Velocity scrub search results providing a robust research information cluster on topic and
devoid of objectionable material. Additional active filters were recently created to override all
major browsers through extension technologies to deny access to blacklisted websites or websites
with content that contains terms deemed inappropriate.
Yippys EDU search application, formerly known as Clusty, got its start in Pittsburgh, PA, in 2004,
when the search software company Vivsimo decided to take its award-winning search technology
to the web. Vivsimo was founded in 2000 by three Carnegie Mellon University scientists who
decided to tackle the problem of information overload in web searches. Rather than focusing just
on search engine result rankings, they realized that grouping results into topics, or clouds, made
for better search and discovery. As searching became a necessity for students, Vivsimo developed

a service robust enough to handle the variety of information the everyday web user sought. The
result was Clusty, an innovative way to get more out of every search. Clusty.com was acquired
by Yippy in May 2010, along with the program known as Velocity.
Yippy queries Yahoo Boss, Highbeam Research, and other research oriented sites combining the
results with Yippy internal indexes, and generates an ordered list based on comparative ranking.
This approach helps raise the best results to the top and push search engine spam to the bottom.
What really makes Yippy unique is what happens after a user searches. Instead of delivering only
search results, Yippy search groups similar results together into Clouds or clusters. The Clouds
help separate search results by topic so the searcher can zero in on exactly what they are searching
for. This is especially useful for students of all ages.
Yippy.com allows students to access normally blocked search keywords such as breasts or
sexual health, as examples, without generating pornographic results and allows access to
websites that are blocked by dumb software/hardware giving educators more time to teach and
less time overriding other inferior protective programs. This is enhanced by Yippys access to
non-public information repositories that provide access to thousands of periodicals, magazines,
newspapers, books, articles, journals not available on any other search engines and combining with
the best of the web.
3) General Web Search
The Company provides secure, family friendly, online web destinations and services such as
search, browser, email, cloud applications and storage. Yippy operates one of the most robust
filtered search engines available and provides an unparalleled approach to child safe web browsing
and application aggregation within one of the most visually appealing web properties on the
Internet. Yippy creates consumer environments around conservative family values and provides
all the tools necessary for all aspects of online activities.
1. Indicate the issuers primary and secondary SIC codes.

Primary: 7372 (Prepackaged software)

Secondary: Not applicable.

2. If the issuer has never conducted operations, is in the development state or is currently
conducting operations.

The Company is currently conducting operations.

3. Whether the issuer is or has at any time been a shell company.

The Issuer is currently not considered to be a shell company, however, the Company was
previously deemed to be a shell company prior to the acquisition of Yippy Soft (see legend
on cover page).

4. The names of any parent, subsidiary, or affiliate of the issuer, and its business purpose, its
method of operation, its ownership, and whether it is included in the financial statements attached
to this disclosure statement.

Yippy Soft, Inc., a Delaware corporation, 100% owned subsidiary.

5. The effect of the existing or probable governmental regulations on the business.

Not applicable.

6. An estimate of the amount spent during each of the last two fiscal years on research and
development activities, and, if applicable, the extent to which the cost of such activities are borne
directly by customers.

Approximately Six Hundred Ninety Eight Thousand Twenty and Six Hundred Eighty
Dollars ($550,000) has been spent on product research and development (R&D),
including consulting fees and market research activities during the prior two fiscal years.
The R&D activities included the completion of specific code sets and databases needed to
run the Yippys EASE platform and the application services environments.

7. Costs and effects of compliance with environmental laws (federal, state and local).

None.

8. The number of total employees and number of full-time employees.

The Company, including its operating subsidiaries, currently has 8 employees who are
employed on a full-time basis. The Company also engages independent contractors to
maximize flexibility and control expenditures. The Company has employed over 30
different specialized employees over the last seven years to enhance the EASE platform
while in beta. It is not the Companys goal to maintain significant staffing. Yippy is a
company that develops software platforms to sell to larger competing companies who have
the proper infrastructures in place to sell and maintain programs designed by the Company.

Item 9. The Nature of Products or Services Offered.

Platform Agnostic Enterprise Single Sign On (ESSO);


Active Directory AD/LDAP Interface for Identity and Access Management;
Federated Bridge and Connector Frameworks;
Server and User Performance Monitoring and Analytics;
Secure Web Browser (No Trace Outside Enterprise);
Business Intelligence;
Email Intelligence;
Sentiment Analysis (Cognitive Process Based Machine Learning);
Data Harvesting;
Data Visualization;

Discovery (via Non-Taxonomy Based Clustered Search);


Data Management and Storage;
Virtual Data Warehousing;
Disaster Recovery (DR);
Enterprise Social Networking;
HR - Video Training Platform Continuing Education; and
Accessibility Through any Internet Enabled Device.

B. Distribution Methods of the Products or Services


We develop innovative products that increase the performance of applications, databases and
infrastructure, and improve the productivity of the people who manage them, enabling customers
to solve some of the toughest IT challenges and evolve into the next generation of cloud
computing. The Companys growth plan has been to test our software through proof of concept
type deployments in our three business divisions.
The Company has thoroughly proved its viability as a web search product in 2011. Our next goal
was to prove our marketability for EDU businesses, which was accomplished through a partnership
with the Gale Group in 2012. The final initiative was to prove out our ESSO concept software
with Fortune 500 companies, which are ongoing as of the date of this report.
C. Status of any Publicly Announced New Product or Service
At this time, the Company has several new product or services that have been publicly announced.
D. Competitive Business Conditions, the Issuers Competitive Position in the Industry, and
Methods of Competition.
The market for IT systems management solutions is extremely competitive. While the Company
currently has distinctive advantages to other service providers we expect competition to increase
from both existing competitors and new market entrants. We believe that our ability to compete
is secure due to the following:
The ease of use, performance, features, price, and reliability of our products as compared
to those of our competitors;
The value proposition of our products in terms of return on investment and/or reduced
cost of ownership;
The timing and market acceptance of new products and enhancements to existing
products developed by us;
The effectiveness of our sales and marketing plans; and
The uniqueness of our software and distribution methods via the i2 Intra Cloud approach.

E. Sources and Availability of Raw Materials and the Names of Principal Suppliers.
The Company does not use raw materials in its current business model.
F. Dependence on One or a Few Major Customers.
The company is not dependent on one customer, and our stated business is to allow other
companies to resell our services. To date, the company has engaged with several customers and
channel sales opportunities.
G. Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts, Including Their Duration.
All Intellectual property is current, protected and registered with all applicable state and
government agencies.
Intellectual
Property Type

Description

USPTO
Serial No.

Filing Date

Status

Word Mark

YIPPY

77936102

February 15, 2010

Current

Word Mark

Welcome to the Cloud

77871643

November 12, 2009

Current

H. The Need for Any Government Approval of Principal Products or Services and the Status of
Any Requested Government Approvals.
FISMA - Letter of Compliance (completed 2015)
HIPPA Certificate (completed 2015)
ISO 27001 on going as of the date of this report
Item 10. The Nature and Extent of the Issuers Facilities.
The Company does not currently own any facility. The Company currently maintains a leased
administrative office in Fort Myers, Florida. The facility is located at 17595 S. Tamiami Trail,
Suite 270, Fort Myers, Florida 33908, in the Alico Lakes Commons. The modern building is on
fiber and the Company suite is 1,500 sq. ft. with 6 offices, reception area, conference room and
open development space. The office is fully furnished with modern furnishing purchased new in
2010. The Company purchased all necessary equipment for business operations in 2010. The
current term of the lease is on a month to month basis since completion of lease. The monthly rent
is $1060.00. The Company has the option to renew the lease for additional 12-month periods.
PART D MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION
Item 11. The Name of the Chief Executive Officer, Members of the Board of Directors, as
well as Control Persons.

A. Officers and Directors


The following table and text sets forth the names and ages of all our directors and executive officers
and our key management personnel as of May 31, 2015. All of our directors serve until the next
annual meeting of stockholders and until their successors are elected and qualified, or until their
earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the
board of directors, and are elected or appointed to serve until the next board of directors meeting
following the annual meeting of stockholders. Also provided is a brief description of the business
experience of each director and executive officer and the key management personnel and an
indication of directorships held by each director in other companies subject to the reporting
requirements under the Federal securities laws.
Name

Age

Position

Richard Granville

46

Chief Executive Officer, Chairman

Errol Walsh

73

Chief Operating Officer, Director

Ken Jolly

55

Director

Debbie Sharken

45

Director

John Macartney

51

Director

Richard Granville, age 45, Chief Executive Officer, Chairman of the Board of Directors
1. Full name
Mr. Richard Granville
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
Mr. Granville, age 45, has over twenty years experience in new technology development, sales
and marketing experience. From November 2008 to present, Mr. Granville has served as the
Managing Partner of Yippy Partnership Group and now is the Chief Executive Officer of Yippy,
Inc. From November 2006 to September 2008, Mr. Granville served as Chief Executive Officer
of Jack9 Entertainment, Inc (Jack9). Jack9 was one of the most successful IPTV units online
and under Mr. Granvilles direction, achieved a top 250 web property. From March 2003 to
October 2006, Mr. Granville served as President of Southpaw, Inc., a Florida building contractor
that served central Florida for residential and light commercial construction. From June 2001 to
March 2003, Mr. Granville served as President of Granville Management Services, where he

helped small emerging businesses in the green technologies sector. Mr. Granville invested time
and capital into green home technology and automation, alternative energy research and grid
management in the United States, Dominican Republic, Canada and Mexico.
From 1998 to 2000, Mr. Granville also served as the Chairman and Chief Executive Officer of
Grace Development, Inc., a public telecommunications company serving customers in the
southeast. Mr. Granville took the company to nearly a billion dollar market cap before he was
succeeded by Ben Holcomb the former President of Bell South International in Feb. 2000. Prior to
Grace Development, Mr. Granville held multiple management positions for public companies and
also served honorably in the United States Navy in Aviation.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Mr. Granville received no significant compensation from the Company for the last 6 fiscal years
and currently operates the business without an employment contract.
6. Number and class of the issuers securities beneficially owned by each such person
34,776,000 Common Shares
John Macartney, age 51, Director
1. Full name
John Paul Macartney
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
Mr. Macartney is a respected technology executive with nearly 30 years of industry experience.
He is currently the Chief Scientist of Cengage Learning, a leading provider of educational
content, technology and services for higher education, K-12, professional and library markets
worldwide. Throughout his career, John has worked with startups and large enterprises as a key
problem solver with expertise in all search engine technologies, machine learning and data
mining solutions, including entity extraction and categorization.
Between 1985 and 1999, Mr. Macartney held senior engineering positions for IBM/Lotus and
Unisys, were he designed email integration applications and complex distributed systems. In
1999, Mr. Macartney joined Infonautics Inc., an Internet pioneer known for its Homework

Helper online databases and Encyclopedia.com, the first free online encyclopedia. In 2001,
Infonautics was acquired by Tucows, the domain name registrar, and then sold to Patrick Spain,
the founder and CEO of Hoovers Inc. (a subsidiary of Dun & Bradstreet), in a roll-up rebranded
Highbeam Research.
At Highbeam Research, Inc., John held various positions including Director of Technology,
Chief Architect and Chief Scientist. He is responsible for the key designed components of the
technology platform that lead to the sale of Highbeam Research to Cengage Learning in 2008.
Mr. Macartney graduated from La Salle University with a B.A. in Computer Science.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Macartney received 250,000 common stock purchase warrants in connection with his appointment
to the Companys board of directors.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.
Debbie Sharken, age 45, Director
1. Full name
Debbie Sharken
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
For almost 20 years, Ms. Sharken has been an expert in consumer direct marketing, relationship
marketing, and advertising. She has honed her skills at top-notch agencies like McCann
Relationship Marketing, Grey Direct, and Saatchi & Saatchi Wellness. Ms. Sharken has built her
career on her abilities to create strategic, customized marketing campaigns that develop lasting
relationships between brands and their customers. She has extensive experience across all
marketing channels and disciplines, including a deep expertise in building digital businesses. Ms.
Sharken is currently the Chief Marketing Officer at the Direct Marketing Association and is
helping to lead the organization and its members meet the challenges of today's marketplace. She
holds a BS in Advertising from Syracuse University.
4. Board memberships and other affiliations

None.
5. Compensation by the issuer
Ms. Sharken received 250,000 common stock purchase warrants in connection with his
appointment to the Companys board of directors for 2012.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants and 20,000 shares purchased in open market.
Errol Walsh, age 73, Chief Operating Officer and Director
1. Full name
Errol F. Walsh
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
Mr. Walsh worked at IBM for 31 years, ending his career in an executive management role,
responsible for a group of more than 7000 employees and an operating budget of 1.2 billion dollars
prior to his retirement in 1993. After retiring from IBM, Errol served as the Chief Executive Officer
of Technology Support Corp. ("TSC") until 2006. TSC was a contracted IBM consulting firm,
responsible for the integration of all SAP modules together with the IT deliverables that created
the IBM Fulfillment SAP Project. This project encompassed the prototype phase, validation of the
prototype and the integration testing of newly developed systems and processes. Mr. Walsh most
recently served as a chief consultant for Axiom Consulting, LLC ("Axiom"), until 2009. At Axiom,
Mr. Walsh worked with applications development and project management to set up support for
end users for major corporations such as Fluor and SAP. Mr. Walsh holds a BS in Computer
Information Systems from Empire State College.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Errol Walsh is to receive 250,000 common stock purchase warrants in connection with his
appointment to the Companys board of directors.
6. Number and class of the issuers securities beneficially owned by each such person

250,000 common stock purchase warrants and 190,000 shares purchased in the open market.
Kenneth Jolly, age 55, Director
1. Full name
Kenneth C. Jolly
2. Business address
17595 S. Tamiami Trl., #270 Fort Myers, Florida 33908
3. Employment history
Mr. Jolly brings extensive board experience to the Company. He previously served as the
Chairman of the Board of Directors for the National Football League Former Players Association
(the "NFLFPA") in Washington, D.C., and also served as a member of the NFLFPA board from
1999-2006. Since 2006, Mr. Jolly has served as a Director of the Professional Athletes Foundation
in Washington, DC, an organization that provides grants to former National Football League
("NFL") players in need, as well as develops programs to assist players as they transition to outside
careers once their respective NFL careers conclude.
He has also served as a President and Director with multiple NFL chapter organizations, and is
actively involved in promoting the health and wellness for all retired NFL players. Mr. Jolly played
2 years in the NFL and was a two-time special teams player of the year for the Kansas City Chiefs
in 1984-1985 seasons. Mr. Jolly has owned and operated Jolly and Associates a sports apparel
marketing firm for the past 20 years. Mr. Jolly graduated from Mid America Nazarene College
with a BS in Biology.
4. Board memberships and other affiliations
None.
5. Compensation by the issuer
Mr. Jolly is to receive 250,000 common stock purchase warrants in connection with his
appointment to the Companys board of directors.
6. Number and class of the issuers securities beneficially owned by each such person
250,000 common stock purchase warrants.
B. Legal/Disciplinary History
During the past five years, none of the Companys officers or directors have been the subject of:

(1) A conviction in a criminal proceeding or named as a defendant in a pending criminal


proceeding (excluding traffic violations and other minor offenses);
(2) The entry of an order, judgment, or decree, not subsequently reversed, suspended or
vacated, by a court or competent jurisdiction that permanently or temporarily enjoined,
barred, suspended or otherwise limited such persons involvement in any type of business,
securities, commodities, or banking activities;
(3) A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission, the Commodity Futures Trading Commission, or a state
securities regulator of a violation of federal or state securities or commodities law, which
fining or judgment has not been reversed, suspended or vacated; or
(4) The entry of an order by a self-regulatory organization that permanently or temporarily
barred, suspended or otherwise limited such persons involvement in any type of business
or securities activities.
C. Disclosure of Certain Family Relationships.
There are no family relationships among the Companys directors, officers, or beneficial owners
of more than five percent (5%) of the issuers common stock.
D. Disclosure of Related Party Transactions.
On January 26, 2010, the Company issued 2,340,000 shares of its common stock in exchange for
100% of the issued and outstanding stock of Yippy Soft, Inc. At the time of the transaction, Mr.
Granville was the Chief Executive Officer of both companies.
E. Disclosure of Conflicts of Interest
There are no conflicts of interest with any of the officers or directors personal or professional
interests.
Item 12. Financial Information for the Issuers Most Recent Fiscal Period.
The financials for the years ended May 31, 2015, are included at the end of this Annual Report.
Such financial statements are incorporated by reference herein.
Item 13. Similar Financial Information for Such Part of the Two Preceding Fiscal Years
as the Issuer or Predecessor has been in Existence.
The financials for the years ended May 31, 2015 and 2014, respectively, are filed in the Companys
Annual Report for the fiscal year ended May 31, 2015, filed with the OTC Markets Group, and are
incorporated by reference herein.
Item 14. Beneficial Owners

The following table presents information concerning the beneficial ownership of the shares of our
common stock as of May 31, 2015, by: (i) each of our named executive officers and current
directors, (ii) all of our current executive officers and directors as a group and (iii) each person we
know to be the beneficial owner of 5% of more of our outstanding shares of common stock. Unless
otherwise specified, the address of each beneficial owner listed in the table is c/o Yippy, Inc.,
17595 S. Tamiami Trail, Suite 270, Fort Myers, FL 33908.
The following table presents information concerning the beneficial ownership of the shares of our
common stock as of May 31, 2015, by: (i) each of our named executive officers and current
directors, (ii) all of our current executive officers and directors as a group and (iii) each person we
know to be the beneficial owner of 5% of more of our outstanding shares of common stock. Unless
otherwise specified, the address of each beneficial owner listed in the table is c/o Yippy, Inc.,
17595 S. Tamiami Trail, Suite 270, Fort Myers, FL 33908.
Percent of
Class (1)

Total
Beneficial
Ownership

Percent of
Class (2)

Name

Current
Share
Ownership

Richard Granville

34,776,400

60.02%

35,026,000
(3)

59.69%

John Macartney
Director

0%

250,000 (4)

>1%

Debbie Sharken
Director

25,000

>1%

250,000 (4)

>1%

0%

250,000 (4)

>1%

190,000

>1%

250,000 (4)

>1%

All directors and officers as a


Group
(5 persons)

34,991,000

60.7%

36,241,000

62.7%

International
Business
Machines, Inc. (IBM)

5,250,000

9.09%

5,250,000

8.7%

All directors, officers and 5%


holders as a Group (6 persons)

40,241,000

69.70%

41,491,000

71.8%

Chairman & CEO

Ken Jolly
Director
Errol Walsh
Chief
Operating
Director

Officer,

(1) Based on 57,732,377 shares outstanding as of May 31, 2015.


(2) These numbers reflect 4,000,000 shares held in Treasury awaiting deliver
instructions from owner(s).
(3) Based on a total of (i) 57,732,377 shares outstanding as of May 31, 2015, and (ii)
1,250,000 common stock purchase warrants outstanding held by officers or
directors.
(4) Richard Granville is the current owner of 34,776,000 shares of the Companys
common stock by virtue of his direct ownership of 23,184,000 shares and his
control of entities that directly own 11,592,000. In addition, Mr. Granville is the
beneficial owner of 35,026,000 by virtue of his aforementioned current ownership
and his beneficial ownership of common stock purchase warrant to purchase
250,000 shares of the Companys common stock.
Item 15. The name, address, telephone number, and email address of each of the following
outside providers that advise the issuer on matters relating to operations, business
development and disclosure.
1. Investment Banker
None.
2. Promoters.
None.
3. Counsel
Westerman Ball Ederer Miller
& Sharfstein, LLP

John H. Snyder PLLC

Greene, Fidler & Chaplan LLP

1021 RXR Plaza


Uniondale, NY 11556
Tel.: (516) 622-9200
Fax: (516) 622-9212
www.westermanllp.com

555 Fifth Avenue, Suite 1700


New York, NY 10017
Tel: (212) 856-7280
Fax: (646) 304-9230
www.jhsnyderlaw.com

2719 Wilshire Blvd., Suite 200


Santa Monica, CA 90403
Tel.: (310) 315-1700
Fax: (310) 315-1701
www.gfcllp.com

4. Accountant or Auditor
Accountant:

Auditor:

Clear Financial Solutions, Inc.

LBB and Associates

710 N. Post Oak Rd., Suite 410

10260 Westheimer Road, Suite 310

Houston, TX 77096
Tel.: (713) 780-0806
Fax: (800) 861-1175
www.clearfinancials.com

Houston, TX 77042
Tel.: (713) 800-4343
Fax: (713) 583-2263
www.lbbcpa.com

5. Public Relations Consultant.


None.
6. Investor Relations Consultant.
None.
7. Any other advisor(s) that assisted, advised, prepared or provided information with respect to
this disclosure statement.
None.
Item 16. Managements Discussion and Analysis or Plan of Operation.
Forward-Looking Information
You should read the following discussion and analysis of our financial condition and results of
operations together with our financial statements and related notes appearing elsewhere in this
Annual Report. Various statements have been made in this Report that may constitute forward
looking statements. Forward-looking statements may also be made in Yippys other reports filed
with or furnished to the United States Securities and Exchange Commission or the OTC Markets,
and in other documents. In addition, from time to time, Yippy, through its management, may make
oral forward-looking statements. Forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ materially from such statements. The words believe,
expect, anticipate, optimistic, intend, plan, aim, will, may, should, could,
would, likely and similar expressions are intended to identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. Yippy undertakes no obligation to update or
revise any forward-looking statements.
Plan of Operation
The Company has several business and partnership opportunities that are in different stages of
development. Each represents a potential role in the future business of Yippy. The Company has
over the last 12 months enjoyed an increase in the value of the intellectual property held by the
Company. Though our market cap fluctuated positive to negative for the year, the company feels
the progress made will benefit shareholder value over the next fiscal year and beyond.
The business that Yippy represents offers vast opportunities in multiple verticals markets that
includes enterprise, education and web based markets. Since inception it has always been

managements goal to grow the business through internal development and strategic acquisitions
of software and synergistic technology companies that add value to the intellectual property of the
Company as well as provide future revenue growth. Management believes that the Company has
performed well in that regard, and will continue to assimilate more partnerships, synergistic
businesses and applications under the brand of Yippy until the eventual sale of the company or its
software.
Results of Operations this section below needs to be updated
Year Ended May 31, 2015 Compared to the Year Ended May 31, 2014
Revenues
Revenues for the year ended May 31, 2015, were $338,463, compared to $1,037,575 for the
year ended May 31, 2014, which represents a decrease of $699,112. The decrease was due to
committing nearly all available hours to the development of the software and systems we
introduced to Globalstar in late 2014. We believe this suite of products will be extremely valuable
to the entire Satellite industry. As of the date of this report Globalstar and Yippy have a full pilot
program running which is performing above expectations. The Company believes this program
will have worldwide reach and demand for connecting those outside of terrestrial network services.
General and Administrative Expenses
General and administrative expenses were $510,081 for the year ended May 31, 2015, compared
to $638,046 for the year ended May 31, 2014. The decrease of $127,965 is due primarily to a
reduction in stock based compensation.
Net Loss
The Company experienced a net loss of $(815,787) for the year ended May 31, 2015, compared to
a net loss of $(1,692,271)) for the year ended May 31, 2014. The Company recorded a decrease
in net loss of $876,484 which is mainly due to a reduction in general and administrative expenses,
as well as depreciation and amortization expenses.
Liquidity and Capital Resources
As of May 31, 2014, the Company had net cash of $72,352.
Net cash used for operating activities for the year ended May 31, 2015, was $(50,356), as
compared to $547,304, for the year ended May 31, 2014. The Company finances its operations
from the proceeds from debt offerings. Net cash obtained through all financing activities for the
year ended May 31, 2015, was $103,379, compared to $(306,000) for the year ended May 31,
2014.
The Company is currently in discussions with potential financial and strategic sources of
financing but no definitive agreements are in place at the time of this reporting.

Off-Balance Sheet Arrangements


The Company does not have any off-balance sheet arrangements, financings, or other relationships
with unconsolidated entities or other persons, also known as special purpose entities (SPEs).
PART E ISSUANCE HISTORY
Item 17. List of Securities Offerings and Shares Issued for Services in the Past Two Years.
On July 28, 2010, the Company issued 50,000 shares of common stock to a consultant, in exchange
for services to be rendered.
In July 2011, the Company issued 10,000 shares of common stock to a former consultant as
settlement of a dispute.
In November 2011, the Company issued 70,000 shares (split adjusted) of common stock as
compensation to two consultants.
In December 2011, the Company issued 83,334 shares of common stock as compensation for fees
to execute a Note Payable Contract.
In March 2012, the Company issued 83,334 shares of common stock as compensation for fees to
place a note payable.
In May 2012, the Company issued 25,000 shares of common stock as compensation for fees to
place a note payable.
In May 2014, the Company issued 4,000,000 shares of common stock for the extinguishment of
$934,575 of debt. These shares currently reside in Treasury awaiting owner(s) delivery
requirements.
PART F EXHIBITS
Item 18. Material Contracts.
(1)

Share Exchange Agreement, dated January 26, 2010, by and among Cinnabar Ventures
Inc., Yippy, Inc. and the shareholders of Yippy, Inc. (as filed as Exhibit C to the
Companys Initial Company Information and Disclosure Statement, filed with the
OTCQX on February 9, 2011).

(2)

Purchase Agreement, dated May 14, 2010, by and between Yippy, Inc. and Vivsimo,
Inc. (as filed as Exhibit D to the Companys Initial Company Information and Disclosure
Statement, filed with the OTCQX on February 9, 2011).

(3)

Software License Agreement, dated May 14, 2010, by and between Yippy, Inc. and

Vivsimo, Inc. (as filed as Exhibit G to the Companys Initial Company Information and
Disclosure Statement, filed with the OTCQX on February 9, 2011). The term pages
have been omitted due to confidentiality but may be requested and viewed once an NDA
has been executed with the Company.
Item 19. Articles of Incorporation and Bylaws.
(1)

Articles of Incorporation, as amended (as filed as Exhibit A to the Companys Initial


Company Information and Disclosure Statement, filed with the OTCQX on February 9,
2011).

(2)

Bylaws (as filed as Exhibit B to the Companys Initial Company Information and
Disclosure Statement, filed with the OTCQX on February 9, 2011).

Item 20. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
Item 21. Issuers Certifications.
I, Richard Granville, certify that:
(1) I have reviewed this disclosure statement of Yippy, Inc.;
(2) Based on my knowledge, this disclosure statement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this disclosure statement; and
(3) Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this disclosure statement, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this disclosure statement.

Date: September 8, 2015


/s/ Richard Granville
Richard Granville
Chief Executive Officer
(Principal Financial Officer)

Yippy, Inc.
Financial Statements
Table of Contents

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Yippy, Inc.
Consolidated Balance Sheets
May 31, 2015 and 2014
(Unaudited)

2015

2014

Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net

72,352
235,463

Total current assets

19,329
328,662

307,815

347,991

Intangible assets:
Software license
Software
Tradenames, brands and domains

3,849,180
902,150
1,500,000

3,849,180
902,150
1,500,000

Less: Accumulated amortization


Total intangible assets

6,251,330
(4,059,670)
2,191,660

6,251,330
(3,425,866)
2,825,464

Total assets

2,499,475

3,173,455

368,808
72,770
6,581
20,000
468,159

356,961
67,300

Liabilities and Stockholders' Equity (Deficit)


Liabilities:
Accounts payable and accrued liabilities
Advances from related party
Accrued interest payable
Notes Payable
Total current liabilities

Total liabilities

424,261

468,159

424,261

53,732
4,000
20,308,206
(18,334,622)
2,031,316

57,645
20,210,384
(17,518,835)
2,749,194

Commitments
Stockholders' equity
Common stock, ($0.001 par value, 75,000,000 shares authorized,
53,732,3777 and respectively 57,645,810 issued and outstanding as of
May 31, 2015 and 2014, respectively)
Treasury stock (4,000,000 shares)
Additional paid in capital
Accumulated deficit
Total stockholders' equity
\
Total liabilities and stockholders' equity

2,499,475

3,173,455

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

Yippy, Inc.
Consolidated Statements of Operations
For the years ended May 31, 2015 and 2014
(Unaudited)

2015
Revenues

Operating expenses
General and administrative expense
Depreciation and amortization expense
Total operating expenses
Loss from operations
Other (income) expense
Interest expense
(Gain) / loss on extinguishment of debt
Total other expense

2014

338,463

1,037,575

510,081
633,804

638,046
988,346

1,143,885

1,626,392

(805,422)

(588,817)

10,365
-

168,879
934,575

10,365

1,103,454

Net loss

(815,787)

(1,692,271)

Net loss per common share - basic and diluted

(0.02)

(0.03)

Weighted average number of shares


outstanding - basic and diluted

53,992,479

53,645,810

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

Yippy, Inc
Consolidated Statements of Stockholders' Equity
For the Years Ended May 31, 2015 and 2014
(Unaudited)

Common Stock
Shares
Amount
Balances, May 31, 2013
Issuance of warrant for
professional services
Conversion of note payable
Net loss
Balances, May 31, 2014

Treasury Stock
Shares
Amount

Additional
Paid-in
Capital

Accumulated
Deficit

Total
Stockholders'
Equity

53,645,810

53,645

17,734,538

(15,826,564)

1,961,619

4,000,000

4,000

42,500
2,433,346

42,500
2,437,346

(1,692,271)

(1,692,271)

57,645,810

57,645

Conversion of notes payable


86,567
Discount on issuance of notes payable
Shares to Treasury
(4,000,000)
Net loss
Balances, May 31, 2015
53,732,377 $

87

20,210,384

(17,518,835)

2,749,194

(815,787)
(18,334,622) $

67,909
30,000
0
(815,787)
2,031,316

67,822
30,000

(4,000)

4,000,000

53,732

4,000,000

4,000
$

4,000

20,308,206

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

Yippy, Inc.
Consolidated Statements of Cash Flows
For the years ended May 31, 2015 and 2014
(Unaudited)

2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating
Activities
Stock-based compensation
Amortization of intangible assets
Amortization of debt discount on convertible
notes payable
(Gain) / loss on extinguishment of debt
Interest expense
Bad debt expense
Changes in Operating Assets and Liabilities
Accounts receivable
Prepaid expenses and other assets
Accounts payable and accrued liabilities
Net Cash Generated by/(Used in) Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:


Purchase of software licenses

633,804

42,500
988,346

20,000
10,365
50,000

31,250
934,575

43,199
8,063
(50,356)

(300,851)
400,000
143,755
547,304

(244,180)

97,909
5,470

(325,000)
18,500

103,379

(306,500)

53,023
19,329
72,352

(3,376)
22,705
19,329

303,000

2,437,347

Net Cash Provided from Financing Activities

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

(1,692,271)

(244,180)

CASH FLOWS FROM FINANCING ACTIVITIES:


Proceeds from convertible notes payable
Payments on notes payable
Repayments of shareholder advances

NON-CASH ACTIVITIES:
Issuance of warrants and stock for acquisition
Conversion of convertible notes payable
party to common stock

(815,787)

Net Cash Provided / (Used) for Investing Activities

Net Increase (Decrease) in Cash


Cash - Beginning of Period
Cash - End of Period

2014

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2015

Note 1. The Company and Summary of Significant Accounting Policies


The Company
Yippy, Inc. (formerly known as Cinnabar Ventures, Inc.) (the Company) was incorporated in the State of Nevada on May 24, 2006.
Yippy Soft, Inc., a Delaware corporation (formerly known as Yippy, Inc.), was incorporated in the State of Delaware on October 6,
2009, and was renamed Yippy Soft, Inc. on April 23, 2010. On January 26, 2010, the Company acquired Yippy Soft, Inc. for 4,680,000
common shares. The acquisition was accounted for as a combination of entities under common control. All historical financial
information is presented as combined for all periods presented. On April 15, 2010, the Company changed its name from Cinnabar
Ventures, Inc. to Yippy, Inc.
On December 5, 2011, the Company declared a 2-for-1 forward stock split. All per share and share amounts have been restated to reflect
the forward stock split in the amounts presented.
On July 30, 2012, the Company formed a wholly owned subsidiary, Yippy Labs, Inc., (Yippy Labs) a corporation incorporated in
British Columbia, Canada. On August 1, 2012, Yippy Labs acquired 100% of the issued and outstanding common stock of Macte! Labs,
Inc. (Macte), a corporation incorporated in British Columbia, Canada. On March 31, 2013, Yippy Labs sold its interest in Macte.
Yippy, Inc. designs, develops, markets, distributes, and supports access and data management software in a cloud configuration. Yippy
operates three distinct business divisions which deliver a wide range of products and services for enterprise, EDU (education) and web
customers.
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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
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.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
accounts and transactions have been eliminated in consolidation.

All intercompany

Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all short-term investments purchased with original maturities of
three months or less at the date of purchase to be cash equivalents.
Intangible Assets
Intangible assets include a software license agreement acquired from an independent party. Intangible assets have a definite life and
are amortized on a straight-line basis, with estimated useful lives of two to seven years. Intangible assets with a definite life are tested
for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An
impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining
the fair value of the asset. The amount of the impairment loss to be recorded is calculated by the excess of the assets carrying value
over its fair value. No impairment was recognized for the years ended May 31, 2015 and 2014.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2015

Note 1. The Company and Summary of Significant Accounting Policies (continued)


Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income taxes and
liabilities are determined based on the difference between financial reporting and tax bases of assets and liabilities and are measured
using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized.
Revenue Recognition
Revenue is recognized when the price is fixed or determinable, persuasive evidence of an arrangement exists and collectability of the
related fee is reasonably assured. The Company recognizes revenue from search advertising on Yippy, Inc. search properties and
custom software development projects. Search revenue is recognized based on click-through. A click-through occurs when a user
clicks on an advertisers search result listing.
Accounts Receivable and Allowances
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for bad
debts. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts
receivable. The Company determines the allowances based on historical write-off experience by industry and regional economic data
and historical sales returns. The Company reviews the allowance for doubtful accounts periodically. The Company does not have any
significant off-balance-sheet credit exposure related to its customers.
Fair Value of Financial Instruments
Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements
and Disclosures, we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair
value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with the Fair Value
Measurement Topic of the FASB ASC 820, we implemented guidelines relating to the disclosure of our methodology for periodic
measurement of our assets and liabilities recorded at fair market value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements)
and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable
such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments
in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to
develop its own assumptions, such as valuations derived from valuation techniques in which one more significant
inputs or significant value drivers are unobservable.

Note 1. The Company and Summary of Significant Accounting Policies (continued)


The carrying amounts of trade and other accounts receivable, trade accounts payable, accrued payroll, bonuses and team member benefits,
and other accrued expenses approximate fair value because of the short maturity of those instruments.
Derivative Instruments
7

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2015

In connection with the issuance of certain debt instruments, the Company may provide features allowing the debt to be convertible into
shares of the Companys common stock. In these circumstances, these options may be classified as derivative liabilities, rather than as
equity. Additionally, these instruments may contain embedded derivative instruments, such as embedded derivative features which in
certain circumstances may be required to be bifurcated from the associated host instrument and accounting for separately as a derivative
instrument liability.
The Companys derivative instrument liabilities are re-valued at the end of each reporting period, with the changes in the fair value of
the liability recorded as charges or credits to income in the period in which the changes occur. For warrants and bifurcated embedded
derivative features that are accounting for as derivative instrument liabilities, the Company estimates the fair value using either quoted
market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require
assumptions related to the remaining term of the instrument and risk-free rates of return, expected dividend yield, and the expected
volatility of the Companys common stock over the life of the instrument. Because of the limited trading history of the Companys
common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but
also the experience of other entities considered to be comparable to the Company.
Earnings Per Share
In accordance with accounting guidance now codified as ASC Topic 260, Earnings per Share, basic earnings (loss) per share
is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period.
Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock,
common stock equivalents and potentially dilutive securities outstanding during the period.
Since the Company reflected net losses for the years ended May 31, 2015 and 2014, the effect of considering any common stock
equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

New Accounting Pronouncements


Management does not expect adoption of recently issued but not yet effective pronouncements to have a material impact on the
Companys financial statements.

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2015

Note 2. Accounts receivable


At May 31, 2015, the Company evaluated the collectability of accounts receivable and determined that an allowance for doubtful
accounts of $175,000 was necessary due to a postponement by a customer due to time constraints. Accounts receivable at May 31, 2015
and 2014 consists of:
May 31,
Accounts receivable
Less: Allowance for doubtful accounts
Balance, accounts receivable

$
$

2015
410,463
175,000
235,463

$
$

2014
482,662
100,000
328,662

Note 3. Intangible Assets


On May 17, 2010, the Company entered into a license agreement (the License Agreement) with Vivisimo, Inc. (Vivisimo),
granting the Company a non-exclusive, world-wide right to the use of Velocity, a software information optimization platform that
unifies access to secure business repositories, presents relevant information and enables knowledge sharing across an enterprise, for
use in connection with computer applications currently being developed by the Company. In connection with the License Agreement,
the Company acquired the domain Clusty.com, a metasearch engine, and all sub-domains and scripts related thereto, pursuant to a related
purchase agreement (the Purchase Agreement). Vivisimo agreed not to compete with the Company in the consumer search area for a
period of two years. Total consideration paid to Vivisimo under the Purchase Agreement and License Agreement was approximately
$5,550,000 (the Acquisition Price). In May 2012, Vivisimo was acquired by IBM.
On August 1, 2012, the Company acquired 100% of the issued and outstanding common stock of Macte! Labs, Inc. (Macte) in
exchange for cash and equity compensation consisting of the following:

Cash of $50,000;
3,687,500 shares of Yippy Labs common stock;
Warrants to purchase 600,000 shares of the Companys common stock at an exercise price of $0.40 per share with three year
term;
Put warrants to purchase 3,687,500 shares of the Companys common stock with a term of 10 years. The put warrants
can be exchanged for on a 1 for 1 basis at the option of the holder into the Companys common stock; and
Ninety day consulting contracts to the four former shareholders of Macte Labs.

On March 31, 2013, the Company sold its interest in Macte to the original shareholders. In conjunction with the sale, Yippy
was granted a license to the use of certain software tools developed by Macte.
The fair market value of the assets acquired in conjunction with the acquisition of Macte were as follows:
Cash
Accounts receivable
Prepaid assets
Computer equipment
Unamortized organizational costs
Developed software
Customer lists, brands and domains

Total
Goodwill
Total purchase price

9,572
29,554
1,572
101,159
4,193
1,611,862
1,611,863
3,369,775
1,786,211
5,155,986

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2015
Note 3. Intangible Assets (contd)
The intangible assets included in the table below:

Description
Software license
Developed software
Trademarks, brands and domains
Total
Less: accumulated amortization
Intangible assets, net

May 31,
2014
3,849,180
902,150
1,500,000
6,251,330
(4,059,670)
2,191,660

May 31,
2014
3,849,180
902,150
1,500,000
6,251,330
(3,425,866)
2,825,464

Estimated
Useful Life
5 - 7 years
5 years
5 - 7 years

On an annual basis the Company will evaluate the carrying value of intangible assets and determine if impairment has occurred and if
so, record a charge for impairment. Management has concluded no impairment exists as of May 31, 2015 and 2014, respectively.
The Company recorded amortization expense of $633,804 and $988,346 for the years ended May 31, 2015 and 2014, respectively,
related to the intangible assets.
Note 4. Convertible Notes Payable
Notes payable consists of the following at May 31, 2015 and 2014, respectively:
May 31, 2015
Convertible Notes Payable
Loan payable bearing interest at 5% due on June 11, 2013, convertible to
common stock at $0.65 per share.
Less: Discounts
Plus: Amortization of Discounts
Loan payable bearing interest at 18% at due at September 1, 2015, convertible
to common stock at $0.10 per share
Loan payable bearing interest at 18% at due at September 1, 2015, convertible
to common stock at $0.10 per share
Total Convertible Notes Payable

May 31, 2014

(800,800)
800,800

10,000
10,000

20,000

Accrued interest on the convertible notes payable was $8,692 and $0 at May 31, 2015 and 2014, respectively.
During the year ending May 31, 2014, a note holder acquired the exclusive rights to certain sales and territory agency agreements for the
country of Israel from the Company. The note holder agreed to apply $425,000 in license fees due to the Company against outstanding
notes of the Company held by the note holder.
.
In May 2014, the note holders agreed to convert the outstanding principal and accrued interest into 4,000,000 shares of the Companys
common stock currently held in Treasury awaiting owner(s) instructions. The fair market value of the common stock on the date of
conversion was $1,920,000, resulting in a loss on extinguishment of debt of $934,575.

Note 5. Going Concern


As reflected in the accompanying financial statements, the Company has accumulated net losses of $18,367,338 since inception and a
net loss of $848,503 for the year ended May 31, 2015.
The Company may seek additional funds to finance its immediate and long-term operations through debt and/or equity financing. The

10

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2015
successful outcome of future financing activities cannot be determined at this time and there is no assurance that if achieved, the
Company will have sufficient funds to execute its intended business plan or generate positive operating results.
These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The accompanying
financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might result should the Company be unable to continue as a going concern.
Note 6. Related Party Transactions
An officer and director of the Company and a shareholder advance funds to and from the Company from time to time. The balance due
the sole director and officer and the shareholder, which is included in convertible notes payable related party, was $66,410 at May 31,
2015 and $67,300 and May 31, 2014, respectively.

Note 7. Stockholders Equity (Deficit)


In September 2013 a holder of collateral on notes payable consisting of shares of the Companys common stock sold $100,000 of the
collateral, resulting in a reduction in the related debt by the same amount. The Company has accounted for this as contributed capital
towards the reduction of debt.
In May 2014, the holders of all of the Companys convertible debt agreed to accept 4,000,000 shares of the Companys common stock
currently in Treasury in exchange for principal and accrued interest totaling $1,626,393.
In the year ended May 31, 2015 convertible notes in the principal amount of $30,000 were converted for 303,000 shares.
Warrants
On August 1, 2012, the Company acquired Macte! Labs, Inc. (Macte) pursuant to a share exchange agreement (the Share
Agreement). In conjunction with the share exchange agreement, the Company issued 3,687,500 put warrants and 3,687,500 shares in
Yippy Labs, Inc., a wholly owned subsidiary of the Company. The put warrants can be exchanged for on a 1 for 1 basis at the option
of the holder into the Companys common stock and have a ten year term. The fair market value of the put warrants was $4,449,199 on
the date of issuance. In addition, the Company issued warrants to purchase 800,000 shares of common stock at an exercise price of
$0.40 per share with a term of 3 years. The fair market value of the warrants was $475,908 on the date of issuance.
In September 2012, the Company recorded 250,000 warrants issued to an outside consultant. Stock-based compensation in the amount
of $170,480 was recorded for the fair value of the warrants at the date of issuance. The warrants have an exercise price of $0.30 per
share, subject to adjustment, and have a term of three years.
In December 2012, the Company issued 250,000 warrants to an outside consultant. Fair value of the warrants at the date of grant was
$25,807. The warrants have an exercise price of $0.30 per share, subject to adjustment, and have a term of three years.
In September 2013, the Company issued 250,000 warrants to legal counsel for legal services performed. Fair value of the warrants at
the date of grant was $42,500. The warrants have an exercise price of $0.20 per share, subject to adjustment, and have a term of three
years.
In the year ended May 31, 2015, the Company issued a stock grant of 250,000 shares in exchange for accounting services on March 1,
2015. Fair value of the stock grant at the date of the grant was $7,500. The stock grant has an exercise price of $0.03 per share.

Note 8. Deposits
11

Yippy, Inc.
Notes to Consolidated Financial Statements
May 31, 2015

In June 2012, the Company entered into a letter of intent to acquire 100% of the issued and outstanding shares of MuseGlobal, Inc. As
of May 31, 2013, the Company has made payments totaling $400,000 towards the purchase price, which are included in deposits as of
May 31, 2013. In June 2013, the Company modified the agreement with MuseGlobal, Inc. and obtained a perpetual license to certain
MuseGlobal, Inc. assets and converted the deposit. Accordingly, the deposit balance was $0 at May 31, 2015 and 2014.

12