Axiologix Inc. (AXLX)

[MrPics]

Too many hands in the pie:

During the Three and Nine Months Ended February 28, 2013:

During the three months ended February 28, 2013, the Company issued 289,071,065 shares of unrestricted common stock to 5 convertible debt holders pursuant to the conversion of convertible promissory notes, reducing the Company’s debt obligations by $94,275.

Also during the three months ended February 28, 2013, the Company issued 150,000,000 shares of unrestricted common stock to Ironridge pursuant to a settlement of debts of $802,889 (See Note 8: Ironridge for more details).

In October and November of 2012, the Company issued 17,000,000 shares of restricted common stock to two consultants for services rendered.

In August of 2012 the Company issued 45,000,000 shares of restricted common stock to Dennis Mitrano as part of his employment agreement. (See Note 11: Management and Board of Directors Changes for more details.)

In July of 2012, the Company issued 150,000,000 shares of common stock to 6 convertible debt holders, reducing its principal balance obligation by $47,000.

Also in July of 2012, the Company issued to an accredited investor as part of a $90,000 investment, 400,000 shares of Series B Convertible Preferred Stock, convertible into shares of common stock at the market price at the time of conversion and redeemable by the Company 18 months after the Closing. (See Note 8: Convertible Promissory Notes for more details).

In June of 2012, VOIP ACQ, Inc. surrendered five hundred million (500,000,000) shares of common stock in exchange for 500,000 shares of Series A Convertible Preferred Shares. The Series A Convertible Preferred Shares are convertible into a total of 500,000,000 shares of common stock and carry voting rights of 5,000 votes for each preferred share. The above description of the Series A Convertible Preferred Shares is qualified in its entirety by the Certificate of Designation of Series A Convertible Preferred Stock, which is attached as an Exhibit to the Company’s Annual Report filed on August 2, 2012, and incorporated herein by reference.

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