UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


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

FOR THE FISCAL YEAR ENDED May 31, ~~2010~~2011


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

For the transition period from to

COMMISSION FILE NUMBER 333-161321

AXIOLOGIX EDUCATION CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA		61-1585332
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
501 Scarborough Dr., Suite 308E Egg Harbor Township, NJ		08234
197 State Route 18 South, Suite 3000, Office 71 East Brunswick, NJ		08816
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 646-2005

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

~~None~~Common Stock, Par Value $0.001

Indicate by check mark whether the registrant is a well-known seasoned issuer, as define in Rule 405 of the Securities Act). Yes ¨ No x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the issuer has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the past 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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


Large Accelerated Filer ¨	Accelerated Filer ¨

Non-accelerated Filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

State the aggregate market value of the voting and non-voting equity held by non-affiliates of the Registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of ~~August~~October 2713, ~~2010~~2011: $6646,~~189,261~~438

Indicate by check mark whether the issuer filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes x No ¨

As of ~~August~~October 2713, ~~2010~~2011, 26173,~~001~~487,~~626~~ 039 shares of the Registrant’s Common Stock were outstanding.

Axiologix Education Corporation

FORM 10-K

For the Fiscal Year Ended May 31, ~~2010~~2011

INDEX

PART I
Item 1.	Business	13
Item 1A.	Risk Factors	7
Item 2.	Properties	157
Item 3.	Legal Proceedings	157
Item 4.	[Removed and Reserved]	157
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	157
Item 6.	Selected Financial Information	167
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	168
Item 8.	Financial Statements	2011
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	2011
Item 9A.	Controls and Procedures	2011
Item 9B.	Other Information	2112
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2213
Item 11.	Executive Compensation	2516
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2617
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2719
Item 14.	Principal Accountant Fees and Services	2819
Item 15.	Exhibits, Financial Statement Schedules	2920
Signatures		3020

PART I

Item 1. Description of Business.

In addition to the historical information contained herein, the discussion in this Form 10-K contains certain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties, such as statements concerning: growth and anticipated operating results; developments in our markets and strategic focus; product development and reseller relationships and future economic and business conditions. The cautionary statements made in this Form 10-K should be read as being applicable to all related forward-looking statements whenever they appear in this Form 10-K. Our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the section captioned “Risk Factors” in Item 1.A. of this Form 10-K as well as those cautionary statements and other factors set forth elsewhere herein.

Information regarding market and industry statistics contained in this Form 10-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Form 10-K. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.

General

We are a start-up company comprised of management and sales executives in education who have experience and a proven successful track record in sales performance over the past two decades. Our main focus is on the sales and marketing of educational software titles serving schools with grade levels from Kindergarten through Higher Education. We are concentrating on raising student achievement through research-based school designs, uniquely aligned assessment systems, interactive professional development, integrated use of technology, and other proven productivity applications in education.

As a part of our expansion plans, we have targeted and made informal commitments for the hire of several top producers in sales, marketing, and managed software implementation in education technology. These top producers have committed to come on board and become part of our educational software dealership that offers niche productivity solutions in the education market. In August 2010, we hired three of these individuals and plan to hire additional individuals as our capital resources permit.

We intend to have several potential exclusive reseller relationships with educational software companies for the re-sale of their on-line managed software applications that complement each other. The strategic positioning of these products complementing each other, coupled with the proven track record of the aforementioned top-producing sales executives, is expected to propel our sales revenue. This includes the sale of packaged on-line software licensing, consulting services, training and support, and other complimentary educational software tools.

In August 2010, we entered into an exclusive reseller agreement with Edumedia Software Solutions Corporation (“Edumedia”) for the sale of E*pad, an on-line managed software application that manages performance assessments for teachers to be deployed among their students. Under the terms of the agreement, we have paid to Edumedia $91,800 as a research and development contribution, issued to Edumedia 940,000 shares of our common stock and agreed to pay to Edumedia 50% of the revenues we collect from the sale of their products. The agreement has an initial term of 18 months. Our principal officer and a director, John P. Daglis, was formerly the Chief Executive Officer of Edumedia.

We are in discussion regarding other potential exclusive resellerships with Seacliff Educational Solutions (for their eBoard® and Curricuplan® on-line software products) and Contour Data (for their Student Tracker Software), all of which are described in the following Products below. Although these potential exclusive resellerships have not been formalized with written agreements yet, these companies have given us verbal authorization to begin representing their products and services in anticipation of us hiring the aforementioned “top producers” in sales, marketing, and managed software deployment. We expect that terms will range from a 20% - 50% mark-up depending upon the amount of technical support, help desk services, and professional development we provide to these companies.

Since the passage of the “No Child Left Behind” legislation to the recent commitments to Education in the latest stimulus plan that President Obama has so strongly endorsed, the education industry has been facing a growing premium on intellectual capital, education reform, and a focus on assessment and accountability. Within the $767 billion stimulus plan that was passed in February 2009, $105.9 billion of it is allocated specifically to education. According to the U.S. Department of Education, there is a balance of over $38 billion still left to be disbursed as of June 2010. $600 million of the stimulus plan is focused on technology applications and well rounded assessment using technology. This movement has spawned increasing demand for solutions that yield performance results, namely: accountability, improved records and operational efficiency, better information, improved learning, and better methodologies of teaching— results that our software solutions deliver.

We were incorporated on April 29, 2009 under the laws of the state of Nevada. We maintain our statutory registered agent's office at 4421 Edward Avenue, Las Vegas, Nevada 89108. Our business office is located at 501 Scarborough Dr. Suite 308E, Egg Harbor Township, NJ 08234. Our telephone number is 609-646-2005 and our fax number is 609-939-0717. We pay rent of $1,400 per month.

Products

Under our Reseller Agreement with Edumedia, we have the exclusive right to market and sell the following product:

E*pad

E*pad features a multimedia student portfolio for students combined with a performance assessment manager which is a research-based approach to structuring the collection, interpretation, and assessment of evidence regarding student learning.

Key Features:

· Assessments that are aligned to national and state standards and rubrics;

· Provides structured activities for teachers to use with students ;

· Allows teachers to create new assessments as well as to modify existing ones;

· Focuses on improving the learning of all students;

· Provides a highly interactive assessment environment;

· Supports a collegial learning community for sharing materials and activities;

· Contains an assessment framework to help educators make systematic use of evidence of learning;

· Provides a structured process for analyzing evidence of student learning;

· Allows students to develop a portfolio of their exemplary work; and

· Supports an interactive educational environment where teachers can work collaboratively and share strategies with colleagues to improve future assessments.

~~Key Benefits:~~PART I

·Item ~~User~~1. ~~friendly;~~Description of Business.

·In ~~Internet~~addition ~~Based~~to the historical information contained herein, the discussion in this Form 10-K contains certain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties, such as statements concerning: growth and anticipated operating results; developments in our markets and strategic focus; product development and reseller relationships and future economic and business conditions. The cautionary statements made in this Form 10-K should be read as being applicable to all related forward-looking statements whenever they appear in this Form 10-K. Our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the section captioned “Risk Factors” in Item 1.A. of this Form 10-K as well as those cautionary statements and other factors set forth elsewhere herein.

·Information ~~Encourages~~regarding ~~higher~~market ~~levels~~and industry statistics contained in this Form 10-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of ~~student~~securities ~~achievement;~~offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Form 10-K. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.

~~· Promotes student centered learning;~~General

·We ~~Facilitates~~are ~~interdisciplinary~~a start-up company comprised of management and ~~collaborative~~sales ~~teaching;~~executives in education who have experience and a proven successful track record in sales performance over the past two decades. Our main focus is on the new development, sales, and marketing of educational software titles serving schools with grade levels from Kindergarten through Higher Education. We are concentrating on raising student achievement through research-based school designs, uniquely aligned assessment systems, interactive professional development, integrated use of technology, and other proven productivity applications in education.

·As ~~Fosters~~a ~~cooperative~~part ~~learning~~of ~~projects;~~our expansion plans, we have targeted and made informal commitments for the hire of several top producers in sales, marketing, and managed software implementation in education technology. These top producers have committed to come on board and become part of our educational software dealership that offers niche productivity solutions in the education market. In August 2010, we hired three of these individuals, however we could not afford to maintain their moderate base salaries for the duration of the Education business cycle which lasts 12 to 18 month before marketing activities become sales in the industry. We have restructured our marketing plan together with the overhead and professional expenses of the company with 50% in budget cuts across all of the expenses and we plan to hire additional individuals as our capital resources permit.

·We ~~Allows~~are ~~students~~currently toin ~~create~~the process of designing a ~~“digital~~project ~~portfolio”~~technology for the development of our own unique educational software title, We intend to have several potential exclusive reseller relationships with educational software companies for the re-sale of their ~~exemplary~~on-line ~~accomplishments;~~managed software applications that complement each other. The strategic positioning of these products complementing each other, coupled with the proven track record of the aforementioned top-producing sales executives, is expected to propel our sales revenue. This includes the sale of packaged on-line software licensing, consulting services, training and support, and other complimentary educational software tools.

·In ~~Facilitates~~August ~~increased~~2010, ~~involvement~~we entered into an exclusive reseller agreement with Edumedia Software Solutions Corporation (“Edumedia”) for the sale of ~~parents~~E*pad, an on-line managed software application that manages performance assessments for teachers to be deployed among their students. In January 2011, we entered into an Asset Purchase Agreement to acquire the E*pad software from Edumedia. Under the terms of the agreement, we agreed to pay Edumedia $120,000.00 and to issue to Edumedia 10,000,000 shares of Common Stock. Our principal officer and a director, John P. Daglis, was formerly the Chief Executive Officer of Edumedia.

We are in discussion regarding ~~other~~formalizing ~~potential~~our ~~exclusive~~orally ~~resellerships~~agreed resellership with ~~Seacliff Educational~~Contour ~~Solutions~~Data ~~and~~(for ~~Contour~~re-selling ~~Data~~their ~~regarding~~Special Education Software), which is described in the following Products below. Although this resellership has not been formalized with a written agreement yet, Contour Data has given us verbal authorization to begin representing their products: and services in anticipation of us hiring the aforementioned “top producers” in sales, marketing, and managed software deployment. We expect that terms will range from a 20% - 35% mark-up depending upon the amount of technical support, help desk services, and professional development we provide.

~~eBoard~~3

~~eBoard~~Since ~~is another~~the ~~software~~passage ~~application~~of the “No Child Left Behind” legislation to the recent commitments to Education in the latest stimulus plans from the federal government, the education industry has been facing a growing premium on intellectual capital, education reform, and a focus on assessment and accountability. Within the $767 billion stimulus plan that was passed in February 2009, $105.9 billion of it is anallocated ~~easy~~specifically to ~~use~~education. ~~web~~These ~~page~~funds ~~that~~took ~~allows educators~~over a year to ~~quickly~~trickle ~~post~~into ~~information~~the ~~online~~education ~~for~~system. According ~~parents~~to ~~and~~the ~~students~~U. ~~eBoard~~S. isDepartment ~~simple~~of ~~but~~Education, ~~powerful~~there ~~and~~was ~~keeps~~a ~~students~~balance ~~and~~of ~~parents~~over up$38 billion still left to ~~date~~be disbursed as of June 2010. $600 million of the stimulus plan is focused on technology applications and ~~involved~~ bywell-rounded ~~posting~~assessment ~~homework~~using technology. This movement has spawned increasing demand for solutions that yield performance results, ~~projects~~namely: accountability, ~~events~~improved records and operational efficiency, better information, improved learning, and ~~schedules online~~better methodologies of teaching-- results that our software solutions deliver.

~~Key Features:~~We were incorporated on April 29, 2009 under the laws of the state of Nevada. We maintain our statutory registered agent's office at 4421 Edward Avenue, Las Vegas, Nevada 89108. Our business office is located at 197 Route 18 South, Suite 3000, Office 71, East Brunswick, NJ 08816. Our telephone number is 609-646-2005 and our fax number is 609-939-0717. We pay rent of $1,088 per month.

~~· Archive function;~~Products

·Under ~~Rich~~our ~~Text~~Asset ~~Editing;~~Purchase Agreement with Edumedia, we own 100% of E*pad:

~~· iNote Discussion;~~E*pad

·E*pad ~~eBoard~~features ~~Calendar;~~a multimedia student portfolio for students combined with a performance assessment manager which is a research-based approach to structuring the collection, interpretation, and assessment of evidence regarding student learning.

·Key ~~Passwords;~~Features:

· ~~Customization;~~

·Assessments ~~Administrator~~that ~~site;~~are aligned to national and state standards and rubrics;

· ~~Online Help.~~

~~Key Benefits:~~Provides structured activities for teachers to use with students ;

· ~~Ease of use, simple on-line format;~~

·Allows ~~Enables~~teachers ~~the users~~ to ~~collaborate~~create ~~online~~new ~~using~~assessments ~~safe~~as ~~and~~well ~~secure~~as ~~discussions~~to ~~for~~modify ~~book~~existing ~~talks, homework, help, blogs, etc.~~ones;

3·

·Focuses ~~Teachers~~on ~~can~~improving ~~attach~~the ~~class~~learning ~~specific~~of ~~content~~all ~~including notes, presentations, pictures, etc., and integrate technology by posting web links, templates, and documents~~students;

· ~~Teachers can share classroom resources with other teachers, as well as archive and store digital content to access from home or school; and~~

·Provides ~~Communicate~~a ~~with~~highly ~~committees~~interactive ~~and~~assessment ~~other educators using private eBoards.~~environment;

~~Curricuplan~~·

~~Curricuplan is~~Supports a ~~solution~~collegial ~~for~~learning ~~web~~community ~~based~~for ~~curriculum~~sharing ~~planning. Using~~materials ~~Curricuplan, school districts design, review,~~ and ~~share a database of high quality standards based instructional content online.~~activities;

~~Key Features:~~·

·Contains ~~Web-based~~an assessment framework to help educators make systematic use of evidence of learning;

· ~~Multiple Authors;~~

·Provides ~~Flexible~~a ~~Template~~structured process for analyzing evidence of student learning;

· ~~Integrated State Standards;~~

·Allows ~~Online~~students ~~Approval~~to ~~Process~~develop a portfolio of their exemplary work; and

· ~~Peer Reflections;~~

·Supports ~~Searchable~~an ~~Database;~~interactive educational environment where teachers can work collaboratively and share strategies with colleagues to improve future assessments.

·Key ~~Online Help; and~~Benefits:

· ~~SIF Compliant.~~

~~Key Benefits:~~User friendly;

· ~~Ease of use in an environment where educators can create, revise, and reflect on unit and lesson plans;~~

·Internet ~~Collaborate district wide on curriculum development~~Based;

· ~~Share effective instructional strategies and resources;~~

·Encourages ~~Identify~~higher ~~standards~~levels ~~that~~of ~~have~~student ~~been met~~achievement;

· ~~Review and approve instructional content online;~~

·Promotes ~~Integrate~~student ~~technology~~centered ~~into the curriculum~~learning;

· ~~Track instructional plans throughout the district;~~

·Facilitates ~~Mentor~~interdisciplinary and ~~provide~~collaborative ~~resources for new teachers~~teaching; ~~and~~

4·

·Fosters ~~Reflect~~cooperative ~~after~~learning ~~instruction to provide feedback for revisions.~~projects;

~~Student Tracker~~·

~~Student Tracker~~Allows isstudents anto ~~Integrated~~create ~~Student Administration System that tracks attendance, scheduling, grading, and manages individual records for each student. This application also has~~ a ~~Special~~“digital ~~Education~~portfolio” ~~component~~of ~~that~~their ~~maintains~~exemplary ~~government mandated~~accomplishments; ~~custom forms for Individualized Education Plans (IEP’s) for students enrolled in the schools’ child studies department.~~ and

~~Key Features:~~·

·Facilitates ~~Attendance~~increased ~~Module;~~involvement of parents.

·We ~~Special~~are ~~Education~~in ~~Module;~~an orally agreed resellership with Contour Data regarding the following product:

·The ~~Grading~~Student ~~Module;~~Tracker’s Special Education component

·Student ~~Scheduling~~Tracker ~~Module;~~is an Integrated Student Administration System that tracks attendance, scheduling, grading, and manages individual records for each student. This application also has a Special Education component that maintains government mandated custom forms for Individualized Education Plans (IEP’s) for students enrolled in the schools’ child studies department.

~~· Document processing system provides forms, documents, and letters that can easily be modified to meet your specific state and district requirements;~~4

·Key ~~Logs~~Features: ~~professional improvement hours for all staff members;~~

· ~~On-site training and technical support via toll-free telephone, electronic mail and Internet; and~~

·Attendance ~~Data conversion from paper or existing software available.~~Module;

~~Key Benefits:~~·

·Special ~~Records~~Education ~~student attendance, discipline, grades, and medical history (from the teacher’s desktop)~~Module;

· ~~Allows the monthly attendance report to be completed in minutes instead of hours;~~

·Grading ~~Automated parental notices for truancy~~Module;

· ~~Simplifies and automates grading and scheduling;~~

·Scheduling ~~Generates student schedules from a master class list~~Module;

· ~~Allows for the electronic recording of grades and printing report cards;~~

·Document ~~Creates~~processing ~~State~~system ~~compliant~~provides ~~IEPs~~forms, ~~evaluations~~documents, &and ~~parental~~letters ~~notices~~that can easily be modified to meet your specific state and district requirements;

· ~~Gives educators complete control of document content and format;~~

·Logs ~~Generates~~professional ~~October,~~improvement ~~December,~~hours ~~and~~for ~~end-of-year~~all ~~tables~~staff ~~in minutes~~members;

· ~~Retains chronological history of all IEPs, documents and parental contact; and~~

·On-site ~~Discipline~~training and ~~Transportation~~technical ~~Modules~~support ~~are~~via ~~also~~toll-free ~~available.~~telephone, electronic mail and Internet; and

5·

~~Sales and~~Data ~~Marketing~~conversion ~~Strategy~~from paper or existing software available.

~~Product Positioning~~Key ~~Strategy~~Benefits:

We intend to position our products as complementary to Integrated Learning Systems (ILS) and other similar offerings. ILSs provide instructional content, assessment and management tools, and allow students to study at their own level. ILSs also pace and track students’ work and progress for teachers to review. Given the mandate to achieve yearly progress in student outcomes under No Child Left Behind Legislation, the tracking feature of ILSs is likely to be welcomed by educational providers. However, most ILSs lack performance assessments as content, and multimedia/digital portfolio features as well as teaching tools for tracking assignments online. As such, we intend to position our products as complementary, add-on components that fill the gaps lacking in ILSs. ·

~~Customer Acquisition~~Records student attendance, discipline, grades, and ~~Product~~medical ~~Awareness:~~history (from the teacher’s desktop);

~~We plan on paying close attention to client servicing, especially on offering extensive training (in the form of workshops) to teachers and other educational institution staff on product usage.~~ ·

WeAllows ~~intend to~~the ~~achieve~~monthly ~~product~~attendance ~~awareness~~report ~~by introducing our products~~ to ~~key~~be ~~purchase decision~~completed ~~makers,~~in ~~typically~~minutes ainstead ~~combination~~ of ~~the Superintendent, Federal Programs Administrator, Curriculum Supervisor and/or Technology Coordinator of the school district, which are all relationships that we have begun to establish and build.~~ hours;

We will also provide ongoing staff development on technology in various Education Technology Training Centers, i.e., federally and state sponsored countrywide showrooms, for training New Jersey educators in new technologies. These showrooms will provide an excellent opportunity for us to introduce the unique characteristics of our products to teachers, technology administrators, and coordinators.·

~~To strengthen~~Automated ~~product~~parental ~~awareness~~notices ~~further,~~for we are planning on organizing regular conferences with Technology Coordinators and Curriculum Supervisors to provide hands-on-use of our software. These conferences will initially take place in our initial target markets, namely New Jersey, Pennsylvania, Ohio, New York, and Delaware. In addition, we plan on regularly attending National and Regional trade shows to cultivate and expand new business relationships.truancy;

~~Distribution Strategy:~~·

~~Given~~Simplifies ~~our current relationships~~ and ~~proximity~~automates tograding ~~New Jersey~~ and New York, we will initially distribute our products locally in New Jersey and expand to the surrounding states as well as Tennessee and Indiana during 2010. In this initial Geographic area, New Jersey, New York and Pennsylvania are among the states that spend the most on education in the US. We plan on following up these markets with the Mid Atlantic and Central states through 2011. Our management believes that once a major market such as the Mid Atlantic States and Central States are penetrated, the model can be duplicated with Direct Marketing on a national level. As such, a national and international marketing strategy is expected to be rolled-out toward year-end 2011.scheduling;

~~We plan to utilize the following distribution channels: In-house sales representatives, authorized resellers, independent sales representatives, and national distributors.~~·

~~Competition~~Generates student schedules from a master class list;

There are several specific task software companies that offer niche based programs providing digital portfolios, curriculum alignment to state standards, assessment through rubrics with prescriptive learning, and lesson planning. There is only one company currently working with automated on-line performance assessments, the Education Testing Service (ETS) in Princeton, New Jersey, which has not begun marketing theirs as of their last fiscal quarter. Management has been unable to find any titles that have all of the aforementioned features in a single on-line package. What differentiates the products offered by a specific task software company from the E*pad is the fact that they have not provided Performance Tasks to gain teacher acceptance, and they have not packaged all of the aforementioned features into one on-line application. At this stage, it is too early to identify and assess the market performances of similar competing software programs with E*pad. The national trend in educational techniques is just now maturing to permit commercial acceptance of Performance assessments into the market. ·

6Allows for the electronic recording of grades and printing report cards;

~~Below is a more detailed description about competition as it relates to the other specific applications we plan to sell:~~·

~~eBoard: There~~Creates ~~are~~State ~~several~~compliant ~~other assignment tracking software titles which function on-line as eBoard does; however~~IEPs, ~~the~~evaluations ~~unique~~& ~~concept~~parental of using post-it note graphics to post assignments distinguishes this application from any other one in the assignment tracking arena. This feature simplifies the function of entering an assignment and allows users to navigate through the site intuitively while seeing the assignments on a multifunctional post-it.notices;

Curricuplan: There are several other curriculum management titles which function on-line as Curricuplan does; however, Curricuplan allows for curriculum alignment in lesson planning that demonstrates compliance with state mandated core curriculum content standards and across curriculum application among multiple subject areas simultaneously.·

~~Student Tracker: While~~Gives ~~there~~educators ~~are~~complete ~~also~~control ~~several individualized education plan (IEP) reporting titles available, the Student tracker has the unique feature~~ of ~~integrating~~ ~~the~~document ~~reporting~~content ~~feature~~and ~~with MS-Word, giving the user the added convenience of structuring the~~ format ~~of the resulting report with a customized appearance to each school district’s preference.~~;

~~Compliance with Government Regulation~~·

WeGenerates ~~are not~~October, ~~currently subject to direct federal~~December, ~~state or local regulation~~ and weend-of-year dotables ~~not believe~~in ~~that government regulation will have a material impact on the way we conduct our business.~~minutes;

~~Employees~~·

~~We currently~~Retains ~~have~~chronological ~~six~~history ~~employees, two~~ of ~~which~~all ~~are in administrative roles~~IEPs, ~~three employees~~documents ~~that are engaged in business development, marketing~~ and ~~communications,~~ ~~and~~parental ~~our~~contact; ~~Chief Executive Officer~~ and ~~President.~~

~~Research and Development Expenditures~~·

WeDiscipline ~~have incurred $191,950 on research~~ and ~~development~~Transportation ofModules ~~performance~~are ~~assessments~~also ~~for on-line educational software exercises with participating pilot partner school districts since our inception~~available.

~~Patents~~Sales and ~~Trademarks~~ Marketing Strategy

WeProduct doPositioning ~~not own, either legally or beneficially, any patents or trademarks.~~Strategy:

~~Item 1A~~We intend to position our products as complementary to Integrated Learning Systems (ILS) and other similar offerings. ~~Risk~~ ILSs ~~Factors~~provide instructional content, assessment and management tools, and allow students to study at their own level. ILSs also pace and track students’ work and progress for teachers to review. Given the mandate to achieve yearly progress in student outcomes under No Child Left Behind Legislation, the tracking feature of ILSs is likely to be welcomed by educational providers. However, most ILSs lack performance assessments as content, and multimedia/digital portfolio features as well as teaching tools for tracking assignments online. As such, we intend to position our products as complementary, add-on components that fill the gaps lacking in ILSs.

~~In addition to the other information in this Form 10-K, the following factors should be considered in evaluating Axiologix Education Corporation and our business.~~5

~~RISKS RELATED~~Customer TOAcquisition ~~OUR~~and ~~BUSINESS~~Product Awareness:

~~IF WE~~We DOplan ~~NOT~~on ~~OBTAIN~~paying ~~ADDITIONAL~~close ~~FINANCING~~attention to client servicing, ~~OUR~~especially ~~BUSINESS~~on ~~WILL~~offering ~~FAIL~~extensive training (in the form of workshops) to teachers and other educational institution staff on product usage.

~~Our business~~We ~~plan~~intend ~~calls~~to ~~for~~achieve ~~ongoing~~product ~~expenses~~awareness inby ~~connection~~introducing ~~with~~our products to key purchase decision makers, typically a combination of the ~~marketing~~Superintendent, Federal Programs Administrator, Curriculum Supervisor and ~~development~~/or Technology Coordinator of ~~educational~~the ~~software~~school ~~programs. We~~district, ~~have~~which ~~not~~are ~~generated~~all ~~any revenue~~relationships ~~from~~that ~~operations~~we have begun to ~~date~~establish and build.

7We will also provide ongoing staff development on technology in various Education Technology Training Centers, i.e., federally and state sponsored countrywide showrooms, for training New Jersey educators in new technologies. These showrooms will provide an excellent opportunity for us to introduce the unique characteristics of our products to teachers, technology administrators, and coordinators.

~~While~~To ~~at May~~strengthen ~~31,~~product ~~2010~~awareness further, we ~~had~~are ~~cash~~planning on ~~hand~~organizing ofregular ~~$4,011~~conferences wewith ~~have~~Technology ~~accumulated~~Coordinators aand ~~deficit~~Curriculum Supervisors to provide hands-on-use of $2 our software. These conferences will initially take place in our initial target markets,~~416~~ namely New Jersey,~~418~~ inPennsylvania, ~~business~~Ohio, ~~development~~New York, and ~~administrative expenses~~Delaware. AtIn ~~this rate~~addition, we ~~anticipate~~plan ~~that~~on ~~additional~~regularly ~~funding~~attending ~~will~~National beand ~~needed~~Regional ~~for~~trade ~~general administrative~~shows ~~expenses~~to cultivate and ~~marketing~~expand ~~costs~~new business relationships.

InDistribution ~~order to~~Strategy: expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.

~~Obtaining additional~~Given ~~funding~~our ~~will~~current berelationships ~~subject~~and proximity to aNew ~~number~~Jersey ofand ~~factors~~New York, ~~including~~we ~~general market~~will ~~conditions,~~initially ~~investor~~distribute ~~acceptance~~our ofproducts ~~our~~locally ~~business~~in ~~plan~~New Jersey and ~~initial~~expand ~~results from~~to ~~our~~the ~~business~~surrounding ~~operations~~states as well as Tennessee and Indiana during 2012. ~~These~~In ~~factors~~this ~~may~~initial ~~impact~~Geographic ~~the timing~~area, ~~amount~~New Jersey, ~~terms~~ orNew ~~conditions~~York ofand ~~additional~~Pennsylvania ~~financing~~are ~~available~~among tothe ~~us. The~~states that spend the most ~~likely~~ ~~source~~on ofeducation ~~future~~in ~~funds~~the ~~available~~US. We toplan uson isfollowing up these markets with the Mid Atlantic and Central states through 2012. Our management believes that once a major market such as the ~~sale~~Mid ofAtlantic ~~additional shares~~States ofand ~~common~~Central ~~stock~~States orare ~~advances~~penetrated, ~~from~~the ~~our~~model ~~directors~~can be duplicated with Direct Marketing on a national level. As such, a national and ~~officers~~international marketing strategy is expected to be rolled-out toward year-end 2012.

~~WE LACK~~We ANplan ~~OPERATING~~to ~~HISTORY~~utilize ~~AND~~the ~~HAVE~~following ~~NOT~~distribution ~~GENERATED~~channels: ~~ANY~~In-house ~~REVENUES~~sales ORrepresentatives, ~~PROFIT~~authorized ~~TO DATE. THERE~~resellers, ISindependent NOsales ~~ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY~~representatives, WEand ~~MAY~~national ~~HAVE TO CEASE OPERATIONS~~distributors.

We were incorporated in April 2009. We have not started our proposed business operations or realized any revenues and we have been involved primarily in organizational activities. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to earn profit by marketing and developing educational software programs. We cannot guarantee that we will be successful in generating revenues and profit in the future. Failure to generate revenues and profit will cause us to suspend or cease operations.Competition

~~IF WE~~There ~~FAIL~~are TOseveral ~~FINALIZE~~specific ~~OUR~~task ~~EXCLUSIVE~~software ~~RESELLERSHIPS~~companies that offer niche based programs providing digital portfolios, WEcurriculum ~~MAY~~alignment ~~HAVE~~to TOstate ~~REDUCE~~standards, ORassessment ~~CEASE OPERATIONS~~through rubrics with prescriptive learning, and lesson planning. There is only one company currently working with automated on-line performance assessments, the Education Testing Service (ETS) in Princeton, New Jersey, which has not begun marketing theirs as of their last fiscal quarter. Management has been unable to find any titles that have all of the aforementioned features in a single on-line package. What differentiates the products offered by a specific task software company from the E*pad is the fact that they have not provided Performance Tasks to gain teacher acceptance, and they have not packaged all of the aforementioned features into one on-line application. At this stage, it is too early to identify and assess the market performances of similar competing software programs with E*pad. The national trend in educational techniques is just now maturing to permit commercial acceptance of Performance assessments into the market.

~~We recently~~Below ~~entered~~is ~~into~~a anmore ~~exclusive~~detailed ~~reseller~~description ~~agreement~~about ~~with Edumedia Software~~competition ~~Solutions~~as ~~Corporation.~~it Werelates ~~are currently in negotiations with two other software companies~~ to ~~obtain exclusive resellership rights. To date, we have not yet finalized~~ the other ~~two~~specific ~~agreements. There~~applications ~~is no guarantee that~~ we ~~will~~plan ~~be able~~ to ~~finalize these or other exclusive resellership agreements, and if we fail to finalize them we may have to reduce or cease our operations.~~sell:

~~IF JOHN~~Student P.Tracker: While ~~DAGLIS,~~there ~~OUR~~are ~~PRINCIPAL~~also ~~OFFICER,~~several ~~SHOULD~~individualized ~~RESIGN~~education ORplan ~~DIE~~(IEP) reporting titles available, WEthe ~~WILL~~Student ~~NOT~~tracker ~~HAVE~~has ~~A CHIEF~~the ~~EXECUTIVE~~unique ~~OFFICER. THIS~~feature ~~COULD~~of ~~RESULT~~integrating INthe ~~OUR~~reporting ~~OPERATIONS~~feature ~~SUSPENDING~~with MS-Word, ~~AND~~ ~~YOU~~giving ~~COULD~~the ~~LOSE~~user ~~YOUR~~the ~~INVESTMENT~~added convenience of structuring the format of the resulting report with a customized appearance to each school district’s preference.

WeCompliance ~~depend on~~with ~~the~~Government ~~services~~Regulation of our principal officer and a director, John P. Daglis, for the future success of our business. The loss of the services of Mr. Daglis could have an adverse effect on our business, financial condition and results of operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment. We do not carry any key personnel life insurance policies on Mr. Daglis and we do not have a contract for his services.

8We are not currently subject to direct federal, state or local regulation and we do not believe that government regulation will have a material impact on the way we conduct our business.

~~BECAUSE WE~~Employees HAVE ONLY ONE EXECUTIVE OFFICER WHO HAS NO FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGEMENT, WHO IS RESPONSIBLE FOR OUR MANAGERIAL AND ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US.

We currently have ~~only~~ ~~one~~two ~~executive officer. He has no formal training in financial accounting and management; however~~employees, heone isof ~~responsible for our managerial and organizational structure,~~ which ~~includes~~is ~~preparation of disclosure and accounting controls. While Mr. Daglis has no formal training~~ in ~~financial accounting~~an ~~matters,~~administrative ~~he has been reviewing our financial statements that have been audited and reviewed by our auditors. Should he not have sufficient experience~~role, ~~he may be incapable of creating~~ and ~~implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment, however, because of the small size of~~ our ~~expected~~Chief ~~operations,~~Executive weOfficer ~~believe that he will be able to monitor the controls he will create~~ and ~~will be accurate in assembling and providing information to investors~~President.

~~To address~~Research ~~this risk, we have engaged Cardiff Partners, LLC to provide finance~~ and ~~accounting~~ ~~support~~Development ~~services. As part of this engagement, Cardiff will be reviewing and proposing revisions to the Company’s disclosure, accounting and financial reporting controls.~~Expenditures

~~WE MAY~~We ~~HAVE~~have ~~DIFFICULTY~~incurred ~~ATTRACTING~~$742,045 ~~AND~~on ~~RETAINING~~research ~~SKILLED~~and ~~PERSONNEL. OUR FAILURE~~development TOof DOperformance SOassessments ~~COULD~~for ~~CAUSE~~on-line USeducational TOsoftware GOexercises ~~OUT~~with OFparticipating ~~BUSINESS~~pilot partner school districts since our inception.

Our future success will depend in large part on our ability to attract and retain highly skilled management, sales, marketing, and finance and product development personnel. Competition for such personnel is intense, and there can be no assurance that we will be successful in attracting or retaining such personnel. Failure to attract and retain such personnel could have a material adverse effect on our operations and financial condition or cause us to go out of business.6

~~WE WILL~~Patents ~~NEED~~and SIGNIFICANT CAPITAL REQUIREMENTS TO CARRY OUT OUR BUSINESS PLAN, AND WE WILL NOT BE ABLE TO FURTHER IMPLEMENT OUR BUSINESS STRATEGY UNLESS SUFFICIENT FUNDS ARE RAISED, WHICH COULD CAUSE US TO DISCONTINUE OUR OPERATIONS.Trademarks

WeThere ~~will require~~is ~~significant~~a ~~expenditures~~trademark ofregistration ~~capital~~pending infor ~~order~~the touse ~~acquire~~of ~~and~~the ~~develop~~Owl ~~our planned~~Logo ~~operations. We~~of ~~plan~~the tocompany ~~obtain~~with the ~~necessary~~name ~~funds~~Axiologix ~~through~~Education ~~private equity~~under ~~offerings~~it. We ~~may~~do not ~~be able to raise sufficient amounts from our planned sources. In addition~~own, ifeither welegally ~~drastically~~or ~~underestimate the total amount needed to fully implement our business plan~~beneficially, ~~our~~any ~~ability~~other topatents ~~continue~~or ~~our business will be adversely affected~~trademarks.

~~Our ability~~Item ~~to obtain additional financing is subject to a number of factors, including market conditions, investor acceptance of our business plan, and investor sentiment~~1A. ~~These~~ ~~factors~~Risk ~~may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us~~Factors. If we are unable to raise additional financing, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure. In such an event, we intend to implement expense reduction plans in a timely manner. However, these actions would have material adverse effects on our business, revenues, operating results, and prospects, resulting in a possible failure of our business.

~~NON-ADOPTION OF~~Not ~~WEB-BASED~~applicable ~~EDUCATION~~to ~~AND~~smaller ~~TRAINING~~reporting ~~PRODUCTS BY THE GENERAL MARKET COULD CAUSE OUR BUSINESS TO FAIL~~companies.

~~Our Web-based~~Item ~~products represent a new and emerging approach for the education and market~~2. ~~Our~~ ~~success~~Description ~~depends substantially upon the widespread adoption~~ of ~~Web-based~~ ~~products for education~~Properties. The early stage of development of the market for Web-based education makes it difficult for us to predict customer demand accurately. The failure of this market to develop, or a delay in the development of this market — whether due to technological, competitive or other reasons — would severely limit the growth of our business and adversely affect our financial performance and could cause our business to fail.

~~WE MAY BE SUSCEPTIBLE TO AN ADVERSE EFFECT ON OUR BUSINESS DUE TO THE CURRENT WORLDWIDE ECONOMIC CRISIS.~~Offices

Our ~~market~~ ~~and~~business ~~sales~~office ~~results~~is ~~could~~located beat ~~greatly~~197 ~~impacted~~Route by18 ~~the~~South, ~~current~~Suite ~~worldwide economic~~3000, ~~crisis~~Office 71, ~~making~~East itBrunswick, ~~difficult~~NJ to08816. We ~~reach~~pay ~~sales~~rent ~~goals~~of $1,088 asper ~~well~~month. Our asoffices ~~software~~ include a 650 square foot shared receptionist area, a 400 square foot office and ~~market~~a ~~development~~530 ~~goals~~square foot shared conference room for $50 per day usage.

9We do not currently own or lease any other real property.

~~WE HAVE~~Item ~~NO EXPERIENCE AS A PUBLIC COMPANY~~3. ~~OUR~~ ~~INABILITY~~Legal ~~TO SUCCESSFULLY OPERATE AS A PUBLIC COMPANY COULD CAUSE YOU TO LOSE YOUR ENTIRE INVESTMENT~~Proceedings.

WeThere ~~have never~~are ~~operated as a public company. We have~~ no ~~experience~~other inlegal ~~complying with~~proceedings ~~the various rules and regulations, which~~ are ~~required~~currently ofpending ~~a public company. As a result~~or, ~~we may not be able~~ to ~~operate~~our ~~successfully as a public company~~knowledge, ~~even~~threatened ifagainst ~~our~~us ~~operations~~that, ~~are~~in ~~successful. We plan to comply with all of~~ the ~~various~~opinion ~~rules and regulations, which are required~~ of aour ~~public company. However~~management, ifcould wereasonably ~~cannot~~be ~~operate~~expected ~~successfully~~to ashave a ~~public~~material ~~company, your~~adverse ~~investment~~effect ~~may~~on beour ~~materially~~business ~~adversely~~or ~~affected. Our~~financial ~~inability~~condition ~~to operate~~or asresults ~~a public company could be the basis~~ of ~~your losing your entire investment~~operations.

~~OUR FAILURE~~Item TO4. ~~TIMELY~~(Removed ~~FILE~~and ~~CERTAIN PERIODIC REPORTS WITH THE SEC POSES SIGNIFICANT RISKS TO OUR BUSINESS, EACH OF WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Reserved)

WePART did not timely file with the SEC our current reports on Form 8-K which were filed on April 6, 2010, May 18, 2010 and August 13, 2010 and our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2010. Consequently, we were not compliant with the periodic reporting requirements under the Securities Exchange Act of 1934, as amended. Our failure to timely file those and possibly future periodic reports with the SEC could subject us to enforcement action by the SEC and shareholder lawsuits. Any of these events could materially and adversely affect our financial condition and results of operations and our ability to register with the SEC public offerings of our securities for our benefit or the benefit of our security holders.II

~~OUR INTERNAL~~Item ~~CONTROL~~5. ~~OVER~~Market ~~FINANCIAL~~for ~~REPORTING~~Common ~~AND~~Equity ~~OUR~~and ~~DISCLOSURE~~Related ~~CONTROLS~~Stockholder AND PROCEDURES HAVE BEEN INEFFECTIVE, AND FAILURE TO IMPROVE THEM COULD LEAD TO ERRORS IN OUR FINANCIAL STATEMENTS THAT COULD REQUIRE A RESTATEMENT OR UNTIMELY FILINGS, WHICH COULD CAUSE INVESTORS TO LOSE CONFIDENCE IN OUR REPORTED FINANCIAL INFORMATION, AND A DECLINE IN OUR STOCK PRICEMatters.

Our ~~Chief Executive~~common ~~Officer~~stock ~~and~~is ~~Chief~~quoted ~~Financial~~on ~~Officer, after evaluating~~ the ~~effectiveness~~ ofOTC ~~our~~Bulletin ~~“disclosure~~Board ~~controls~~under ~~and procedures”, as defined in~~ the ~~Securities~~ ~~Exchange~~symbol ~~Act~~“AXLX.E” ofOur ~~1934~~common ~~Rules~~stock ~~13a-15(e)~~was ~~and~~initially ~~15d-15(e),~~quoted ason of the ~~end~~OTC ~~of the~~Bulletin ~~fiscal~~Board ~~year~~on ~~period~~March ~~ended May 31~~23, 2010,. Prior ~~concluded~~to ~~that~~July ~~as of May 31~~15, 2010, ~~our~~ ~~internal~~no ~~controls~~shares ~~over~~had ~~financial~~been ~~reporting~~traded were not effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and ~~reported~~there ~~within~~was ~~the~~no ~~time~~public ~~periods~~market ~~specified~~price byfor ~~the SEC, and that material information relating to~~ our company is made known to management, including our Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being prepared, to allow timely decisions regarding required disclosure. Failure to timely and accurately report our financial status to the SEC could subject us to enforcement action by the SEC and shareholder lawsuits, which may have an adverse impact on our business.shares

~~To address~~There ~~this~~were ~~risk,~~267 weholders ~~have~~of ~~engaged~~record ~~Cardiff~~of ~~Partners,~~our ~~LLC~~common tostock ~~provide~~as ~~finance~~of ~~and accounting~~October ~~support~~13, ~~services~~2011. As The ~~part~~last ofsale ~~this~~price ~~engagement,~~for ~~Cardiff will~~our becommon ~~reviewing~~stock ~~and~~as ~~proposing~~reported ~~revisions~~on toOctober ~~the Company’s disclosure~~13, ~~accounting~~ ~~and~~2011 ~~financial~~was ~~reporting controls~~$0.006.

~~WE ERRONEOUSLY~~From ~~POSTED~~March ~~VALUATION~~through ~~DATA~~October ~~ON OUR~~2011, ~~WEBSITE~~the ~~WHICH~~Company ~~COULD~~entered BEinto ~~CONSIDERED “OFFERS”~~stock ~~UNDER~~purchase ~~THE~~agreements ~~SECURITIES~~with ~~ACT~~accredited ~~AND~~investors ~~THIS~~for ~~VALUATION~~the ~~DATA~~sale ~~HAD~~of ~~NO REASONABLE BASIS TO QUALIFY FOR ANY COMMUNICATIONS SAFE-HARBOR ADOPTED IN THE SECURITIES OFFERING REFORM SUCH AS RULES 163A~~2, ~~168~~050,000 ORof ~~169. BECAUSE~~its OFcommon ~~THIS~~stock WEat ~~MAY HAVE~~a ~~BEEN~~purchase INprice ~~VIOLATION~~of ~~OF SECURITIES LAWS AND MAY BE SUBJECT TO FINES OR SANCTIONS, WHICH COULD HAVE A MATERIALLY ADVERSE IMPACT ON OUR BUSINESS~~$0. ~~YOU~~01 ~~SHOULD~~per ~~ONLY~~share ~~MAKE~~generating ~~INVESTMENT~~proceeds ~~DECISIONS~~of ~~AFTER CAREFULLY REVIEWING OUR PROSPECTUS~~$20, ~~INCLUDING THE RISK FACTORS DESCRIBED IN THIS SECTION~~500.

~~We erroneously~~From ~~posted~~March ~~valuation~~through ~~data~~October on2011, ~~our website which could be considered “offers” under~~ the ~~Securities~~Company ~~Act~~entered ~~and~~into ~~this~~stock ~~valuation~~purchase ~~had~~agreements nowith ~~reasonable~~accredited ~~basis~~investors ~~to qualify~~ for ~~any communications safe-harbor adopted in~~ the ~~securities~~sale ~~offering reform~~of ~~such as rules 163a~~3, ~~168~~449,333 orof ~~169. If~~its ~~this~~common ~~valuation~~stock ~~data~~at ~~that~~a ~~was previously~~purchase ~~posted~~price onof ~~our~~$0.02 ~~website~~per ~~does~~share ~~not~~generating ~~qualify~~proceeds ~~for any communications safe-harbor adopted in the securities offering reform such as rules 163a, 168, or 169 we may be in violation~~ of ~~securities laws and may be subject to fines or sanctions~~$67, ~~which could have a materially adverse impact on our business~~220.

10From March through October 2011, the Company entered into stock purchase agreements with accredited investors for the sale of 780,000 of its common stock at a purchase price of $0.04 per share generating proceeds of $31,200.

~~IF THE~~From ~~VALUATION~~March ~~DATA~~through ~~THAT~~October ~~WAS~~2011, ~~ERRONEOUSLY~~the ~~POSTED~~Company ONissued ~~OUR WEBSITE IS DETERMINED TO CONSTITUTE AN UNREGISTERED OFFERING~~322,078 ~~PURCHASERS~~shares ~~MAY~~to ~~HAVE~~Officers ~~THE~~and ~~RIGHT~~Directors ~~FOR~~for Acompensation. The ~~PERIOD OF~~shares ~~ONE~~were ~~YEAR~~valued ~~FROM~~between ~~THE~~$0.022 ~~DATE~~and ~~OF PURCHASE TO OBTAIN RECOVERY OF THE CONSIDERATION PAID IN CONNECTION WITH THEIR PURCHASE, PLUS STATUTORY INTEREST~~$0. IF035 WEper ~~ARE REQUIRED~~share TOwhich ~~REFUND~~was ~~AMOUNTS~~the ~~PAID~~price TOof USthe ~~FOR~~most ~~SHARE~~recent ~~SUBSCRIPTIONS,~~sale ~~THIS~~of ~~MAY~~the ~~HAVE~~Company’s ~~A MATERIALLY~~stock ~~ADVERSE~~at ~~IMPACT~~the ONtime ~~OUR~~of ~~BUSINESS~~issuance.

IfFrom ~~the valuation~~March ~~data~~through ~~erroneously~~October ~~posted on our website is determined to constitute an unregistered offering~~2011, ~~purchasers may have~~ the ~~right~~Company ~~for~~issued a7,408,578 ~~period~~shares of ~~one~~common ~~year from~~stock ~~the date of purchase to obtain recovery of the consideration paid in connection with their purchase, plus statutory interest. If we are required to refund amounts paid to us~~ for ~~share subscriptions, this may have a materially adverse impact on our business and future expansion plans due to our currently limited financial position~~services.

~~RISKS~~We ~~RELATED~~did TOnot ~~OUR INDUSTRY~~pay dividends on our common stock for the fiscal year ended May 31, 2011 and have no plans to do so in the foreseeable future.

~~IF POTENTIAL~~We ~~CLIENTS~~do ORnot ~~COMPETITORS~~have ~~USE~~an ~~OPEN~~equity ~~SOURCE~~compensation SOFTWARE TO DEVELOP PRODUCTS THAT ARE COMPETITIVE WITH OUR PRODUCTS AND SERVICES, WE MAY FACE DECREASED DEMAND AND PRESSURE TO REDUCE THE PRICES FOR OUR PRODUCTS WHICH COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS AND CAUSE OUR BUSINESS TO FAILplan.

~~The growing~~Item acceptance and prevalence of open source software may make it easier for competitors or potential competitors to develop software applications that compete with our products, or for clients and potential clients to internally develop software applications that they would otherwise have licensed from us6. ~~One~~ ofSelected ~~the~~Financial ~~aspects of open source software is that it can be modified or used to develop new software that competes with proprietary software applications, such as ours~~Data. Such competition can develop without the degree of overhead and lead time required by traditional proprietary software companies. If potential clients use open source software to internally develop software or if a current or potential competitor develops products using open source software that are competitive with our products and services, we may face decreased demand for our products and services which could have an adverse effect on our business and cause our business to fail.

~~THE MARKET~~Not ~~FOR WEB-BASED EDUCATION TOOLS IS EXTREMELY FRAGMENTED AND COMPETITIVE AND WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OUR EXISTING COMPETITORS OR NEW ENTRANTS INTO THE MARKETS WE SERVE~~applicable.

The market for web-based education tools is fragmented and highly competitive. Increased competition may result in lost sales and may force us to lower prices. We expect that competition in this market will increase substantially in the future. There can be no assurance that we can maintain or improve our competitive position. Many of our current and potential competitors have longer operating histories, greater name recognition and greater financial, technical, sales, marketing, support and other resources than we do.7

11Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~WE HAVE~~“Safe AHarbor” ~~NEED~~Statement ~~FOR~~under ~~CONTINUAL~~the ~~INTRODUCTION~~Private OFLitigation ~~NEW~~Reform ~~PRODUCTS,~~Act ~~AND~~of UPDATE OF EXISTING PRODUCTS TO ADAPT TO FREQUENT CHANGES IN TECHNOLOGY. IF WE ARE UNABLE TO INTRODUCE NEW PRODUCTS, UPDATE EXISTING PRODUCTS OR ADAPT TO CHANGES IN TECHNOLOGY OUR BUSINESS COULD FAIL.1995

~~The market~~This ~~for~~Annual ~~education~~Report, ~~and~~other ~~training~~than ~~products~~historical isinformation, ~~characterized~~may byinclude ~~rapidly~~forward-looking ~~changing technologies~~statements, ~~frequent~~including ~~new~~statements ~~product~~with ~~and~~respect ~~service~~to financial results, product introductions, ~~and~~market ~~evolving industry~~demand, ~~standards. The~~sales ~~growth~~channels, inindustry ~~the~~trends, ~~use~~sufficiency of ~~the~~cash ~~Web~~resources and ~~intense competition~~certain inother ~~its industry exacerbate these market characteristics~~matters. ~~Our future~~ ~~success~~These ~~will~~statements ~~depend~~are onmade ~~our~~under ~~ability~~the to“safe ~~adapt~~harbor” toprovisions ~~rapidly~~of ~~changing technologies~~the ~~and~~Private ~~customer~~Securities ~~demands~~Litigation byReform ~~continually~~Act ~~improving~~of ~~the~~1995 ~~features~~ and ~~performance~~ ofinvolve ~~our~~risks ~~products. While we have new products~~ and ~~features scheduled~~uncertainties ~~for~~which ~~commercial~~could ~~launch,~~cause itactual ~~cannot~~results beto ~~assured~~differ ~~that~~materially wefrom ~~will~~those ~~be successful~~ in ~~releasing~~the ~~them~~forward-looking ~~as scheduled~~statements, orincluding ~~that~~those ydiscussed ~~will~~in ~~meet~~the ~~with~~section entitled ~~market acceptance. If~~“Risk weFactors” ~~are~~in ~~unable~~Item to1.A. ~~adapt~~and toelsewhere ~~changing~~in ~~technologies,~~this ~~improve features~~Annual ofReport ~~our~~on ~~current~~Form 10-K ~~products~~and orother ~~successful~~filings ~~release~~with ~~our~~the ~~products,~~Securities ~~our business could fail~~ and ~~you~~Exchange ~~could lose your entire investment~~Commission.

~~WE ARE~~This ~~SUSCEPTIBLE~~section TOof ~~UNDETECTED~~this ~~SOFTWARE~~report ~~ERRORS~~includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, ORexpect, ~~“BUGS”~~estimate, ~~THAT~~anticipate, ~~COULD~~intend, ~~REDUCE REVENUE~~project and similar expressions or words which, ~~MARKET~~by ~~SHARE~~their nature, ~~AND~~refer ~~DEMAND~~to ~~FOR~~future ~~OUR~~events. You ~~PRODUCTS~~should ~~AND~~not ~~CAUSE~~place ~~OUR~~undue ~~BUSINESS~~certainty ~~TO FAIL~~on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Product performance problems could result in lost or delayed revenue, loss of market share, failure to achieve market acceptance, diversion of development resources or injury to our reputation, any of which could have a material adverse effect on our business and financial performance. Software products such as ours may contain undetected errors, or bugs, which result in product failures or poor product performance. Our products may be particularly susceptible to bugs or performance degradation because of the emerging nature of Web-based technologies and the stress that may be placed on our products by the full deployment of our products to users. If these problems occur our business may fail.Overview

~~WE ARE~~Axiologix ~~SUSCEPTIBLE~~Education TOCorporation ~~CLAIMS~~("Axiologix", OF"the ~~INTELLECTUAL~~Company", ~~PROPERTY~~“our” ~~INFRINGEMENT~~or "we") was incorporated in the State of Nevada as a for-profit company on April 29, 2009. IF Axiologix ~~A CLAIM~~is OFan ~~INFRINGEMENT~~educational ISsoftware ~~SUCCESSFUL~~and ~~AGAINST~~services USprovider for school systems K-20. Management plans to focus on raising student achievement through its research-based school design, ~~OUR~~uniquely ~~BUSINESS~~aligned ~~COULD FAIL~~assessment systems, interactive professional development, integrated use of technology and other proven program features. We do not have any subsidiaries.

IfWe ~~any~~currently ~~of our~~sell ~~products~~three ~~violate~~software ~~the~~on-line ~~proprietary~~managed ~~rights~~software ofapplications ~~third~~that ~~parties,~~were wedeveloped may be required to reengineer our products or to obtain licenses to continue offering our products without substantial reengineering. Any efforts to reengineer our products or obtain licenses from third parties may not be successful and, in any case, could have a material adverse effect on our business and financial performance by ~~substantially~~other ~~increasing~~educational ~~our~~software ~~costs or potentially causing our business to fail~~providers.

~~RISKS RELATED~~In TOAugust ~~OUR~~2010, ~~COMMON~~we ~~STOCK~~entered into an exclusive reseller agreement with Edumedia Software Solutions Corporation (“Edumedia”) for the sale of E*pad, an on-line managed software application that manages performance assessments for teachers to be deployed among their students. Under the terms of the agreement, we have paid to Edumedia $104,300 as a research and development contribution, issued to Edumedia 940,000 shares of our common stock and agreed to pay to Edumedia 50% of the revenues we collect from the sale of their products. The agreement has an initial term of 18 months. During September 2010, the Company entered in Amendment #1 to its exclusive worldwide resellership agreement with Edumedia. Pursuant to the Amendment, the Company issued an additional 4,500,000 shares of common stock to Edumedia.

~~OUR OFFICERS~~On ~~AND~~January ~~DIRECTORS~~24, ~~OWN~~2011, Awe ~~SUBSTANTIAL~~entered ~~PERCENTAGE~~into OFan ~~OUR~~asset ~~OUTSTANDING~~purchase ~~COMMON STOCK~~agreement with Edumedia to acquire Edumedia’s assets used or held for us in connection with its E*Pad software platform in exchange for 10,000,000 ~~WHICH~~shares ~~GIVES~~of ~~THEM~~our ~~CONTROL~~common ~~OVER~~stock ~~CERTAIN~~and ~~MAJOR~~$120,000 ~~DECISIONS~~in ONcash ~~WHICH~~payable ~~OUR STOCKHOLDERS~~in ~~VOTE~~equal weekly installments of $2,500. We ~~WHICH~~acquired ~~MAY~~intangible ~~DISCOURAGE~~intellectual ANproperty ~~ACQUISTION~~including OFall USsoftware related to E*Pad, all intellectual property rights, rights to the name “E*Pad”, and internet domain addresses related to E*Pad.

~~Our principal~~In ~~officer~~November ~~beneficially~~2010, ~~owns~~we ~~approximately~~entered ~~18.58%~~into ofa ~~our~~sales ~~outstanding common~~agent ~~stock,~~agreement ~~and~~with ~~our~~Seacliff ~~officers~~Education ~~and~~Solutions. The ~~directors,~~agreement aswill aallow ~~group,~~us ~~beneficially~~to ~~own approximately~~offer ~~49.59%~~for sale two of ~~our~~Seacliff’s ~~outstanding~~products: eBoard ~~common~~and ~~stock~~Curricuplan. ~~The~~ Under ~~interests~~the ofagreement ~~our officers~~we ~~and~~will ~~directors~~receive ~~may~~an ~~differ~~agent ~~from~~fee ~~the~~equal ~~interests~~to 50% of ~~other~~the ~~stockholders,~~total revenue amount for user licenses and ~~they~~ ~~may,~~any bycorresponding ~~virtue~~services ofinvoiced ~~their~~to ~~ownership~~a ~~stake~~new customer, beminus ~~able~~the line-item dollar amount invoiced to ~~exert~~cover ~~substantial influence~~Seacliff’s orinitial, ~~otherwise~~one-time ~~control~~customer ~~many~~set-up ~~corporate~~fee. The ~~actions~~agreement ~~requiring~~may ~~stockholder approval,~~be ~~including~~terminated ~~the~~by ~~following~~either ~~actions:~~party at any time.

·Liquidity ~~electing~~and orCapital ~~defeating the election of directors;~~Resources

·As ~~amending~~of orMay ~~preventing~~31, ~~amendment~~2011, we had cash and cash equivalents of ~~our~~$ ~~articles~~- and a working capital deficiency of ~~incorporation~~$606,058. As orof ~~bylaws;~~May 31, 2011 our accumulated deficit was $8,049,122. For the year ended May 31, 2011 our net loss was $5,632,704.

·Our ~~effecting~~loss orhas ~~preventing~~been afunded ~~merger,~~by proceeds from the sale of ~~assets~~our orcommon ~~other~~stock ~~corporate~~and ~~transaction;~~convertible promissory notes. During the year ended May 31, 2011, we raised $860,855 of net proceeds through financing activities and our cash position decreased by $4,011. During the year ended May 31, 2010, we raised $531,195 in net proceeds through financing activities.

·We ~~controlling~~used ~~the~~net ~~outcome~~cash of ~~any~~$864,791 ~~other~~in ~~matter~~operating ~~submitted~~activities for the year ended May 31, 2011 compared to $532,176 for the ~~stockholders~~year ended May 31, 2010. We did not use any money in investing activities for ~~vote~~the year ended May 31, 2011.

~~The~~ During ~~stock ownership~~the ofyear ~~our~~ended ~~officers~~May ~~and~~31, ~~directors~~2011 ~~may~~our ~~discourage~~monthly acash ~~potential~~requirement ~~acquirer~~was ~~from seeking~~approximately to$72,000 ~~acquire~~and ~~shares~~we ofexpect ~~our~~this ~~common stock or otherwise attempting~~ to ~~obtain control~~increase ~~of us, which~~ in ~~turn~~coming ~~could~~months ~~reduce~~with ~~our~~the ~~stock~~hiring ~~price~~of oradditional ~~prevent our stockholders from realizing a premium over our stock price~~personnel.

We intend to meet our cash requirements for the next 12 months through external sources: a combination of debt financing and equity financing through private placements. We are currently not in good short-term financial standing. We anticipate that we may not generate any revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to fully realize. There is no assurance we will achieve profitable operations. We have historically financed our operations primarily by cash flows generated from the sale of our securities and through cash infusions from officers and outside investors in exchange for debt and/or common stock.

~~OUR SHARES~~These OFfinancial ~~COMMON~~statements ~~STOCK~~have ~~ARE~~been ~~SUBJECT~~prepared TOon ~~THE~~the ~~“PENNY~~assumption ~~STOCK”~~that ~~RULES~~we OFare ~~THE~~a ~~SECURITIES AND~~going ~~EXCHANGE~~concern, ~~COMMISSION~~meaning ~~AND~~we ~~THE~~will ~~TRADING~~continue ~~MARKET~~in INoperation ~~OUR~~for ~~SECURITIES~~the ~~WILL~~foreseeable ~~BE LIMITED~~future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future. Our continuation as a going concern is dependent upon our ability to attain profitable operations and generate funds there-from, ~~WHICH~~and/or ~~WILL~~raise ~~MAKE~~equity ~~TRANSACTIONS~~capital INor ~~OUR~~borrowings ~~STOCK~~sufficient ~~CUMBERSOME~~to ~~AND~~meet ~~MAY~~current ~~REDUCE~~and ~~THE VALUE~~future OFobligations. Management ANplans ~~INVESTMENT~~to INraise ~~OUR~~equity ~~STOCK~~and debt financings over the next twelve months to finance operations. There is no guarantee that we will be able to complete any of these objectives. We have incurred losses from operations since inception and at May 31, 2011, have a working capital deficiency and an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.

~~The~~We ~~SEC has~~intend ~~adopted~~to ~~rules~~continue that regulate broker-dealer practices in connection with transactions in "penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to ~~transactions~~raise infunds ~~such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior~~ to ameet ~~transaction~~our incash arequirements ~~penny stock not otherwise exempt~~ from ~~those rules, to deliver~~ a ~~standardized~~combination ~~risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance~~ of ~~risks~~debt offinancing ~~the penny stock market. A broker-dealer must also provide the customer with bid~~ and ~~offer~~equity ~~quotations~~financing ~~for the~~through ~~penny~~private ~~stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account~~placements. In There ~~addition,~~is ~~the~~no ~~penny~~guarantee ~~stock rules require~~ that, ~~prior~~we towill abe ~~transaction~~successful in araising ~~penny~~any ~~stock~~additional ~~not~~capital. There ~~otherwise~~is ~~exempt from~~no ~~those~~assurance ~~rules, the broker-dealer must make a special written determination~~ that ~~the~~we ~~penny~~will ~~stock~~be isable ~~a suitable investment for the purchaser and receive the purchaser's written agreement~~ to ~~the~~obtain ~~transaction. These~~such ~~disclosure requirements~~additional ~~may~~funds ~~have~~on ~~the~~favorable ~~effect~~terms, ofif ~~reducing~~at ~~the trading activity in the secondary market for stock that becomes subject to those penny stock rules~~all. If awe ~~trading~~fail ~~market~~in ~~for~~raising ~~our common stock develops~~capital, our ~~common~~business ~~stock will~~may ~~probably~~fail ~~become subject to the penny stock rules,~~ and ~~shareholders~~we may ~~have difficulty~~curtail inor ~~selling~~cease ~~their~~our ~~shares~~operations.

~~THE PRICE~~Results ~~AND~~of ~~TRADING~~Operations ~~VOLUME~~for OFthe ~~OUR~~year ~~COMMON~~ended ~~STOCK~~May ~~WILL~~31, BE2011 ~~HIGHLY~~and ~~VOLATILE~~from ~~AND~~inception ~~COULD ADVERSELY~~to ~~AFFECT~~May ~~YOUR~~31, ~~ABILITY TO SELL YOUR SHARES AND THE AVAILABLE PRICE FOR THE SHARES WHEN SOLD~~2011.

~~Our common~~No ~~stock~~Material became eligible for trading on the OTC Bulletin Board on March 23, 2010 under the trading symbol “AXLX.OB.” We expect the market for our stock will be highly volatile. We cannot assure you that there will be a market in the future for our common stock. Trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock. You may not be able to sell your shares at your purchase price or at any price at all.Revenues

~~ANY ADDITIONAL~~Since ~~FUNDING~~our WEinception ~~ARRANGE~~on ~~THROUGH~~April ~~THE~~29, ~~SALE~~2009 OFto ~~OUR~~May ~~COMMON~~31, ~~STOCK~~2011, ~~WILL~~we ~~RESULT IN~~have ~~DILUTION~~not TOearned ~~EXISTING~~any ~~SHAREHOLDERS~~meaningful revenues. As of May 31, 2011, we have an accumulated deficit of $8,049,122. At this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 3, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors’ shares.8

~~YOUR PERCENTAGE OWNERSHIP IN US MAY BE DILUTED BY FUTURE ISSUANCES OF CAPITAL STOCK, WHICH COULD REDUCE YOUR INFLUENCE OVER MATTERS ON WHICH STOCKHOLDERS VOTE.~~Expenses

~~Our~~Operating ~~Board of~~expenses ~~Directors~~totaled ~~has~~$5,133,212 for the ~~authority,~~year ~~without~~ended ~~action~~May or31, ~~vote~~2011 ofcompared ~~our~~to ~~stockholders~~$2,184,035 ~~to issue~~for ~~all~~year orended ~~any~~May ~~part~~31, of2010. Since our ~~authorized~~inception ~~but~~on ~~unissued~~April ~~shares of common stock~~29, ~~including~~ ~~shares~~2009 ~~issuable~~to ~~upon~~May ~~the~~31, ~~exercise~~2011, ofwe ~~options~~have orincurred ~~shares~~total ~~that~~operating ~~may~~expenses ~~be issued to satisfy our payment obligations. Issuances~~ of ~~additional common stock would reduce your influence over matters on which our stockholders vote~~$7,491,422.

13Our selling, general and administrative expenses consist of non-cash stock based compensation charges, bank charges, travel, meals and entertainment, office maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies. Our selling, general and administrative expenses for the year ended May 31, 2011 totaled $3,413,517 compared to $2,050,585 in the comparable period of the prior year. Since our inception on April 29, 2009 until May 31, 2011, selling, general and administrative expenses have totaled $5,579,377.

~~WE ARE~~Non-cash ~~REGISTERING~~stock ~~THE~~based ~~RESALE~~compensation OFexpense ~~3,600,000~~totaled ~~SHARES OF COMMON STOCK WHICH MAY BE ISSUED TO DUTCHESS OPPORTUNITY FUND~~$2, II178,101 ~~L.P.~~for ~~UNDER~~the ~~OUR~~year ~~INVESTMENT~~ended ~~AGREEMENT~~May ~~AND 2~~31,~~501,806~~ ~~SHARES~~2011 OFand ~~OUR~~consists ~~COMMON~~of ~~STOCK~~shares ~~WHICH~~of ~~ARE~~common ~~HELD~~stock BYissued ~~OUR~~for ~~EXISTING STOCKHOLDERS. THE~~services Non-cash ~~RESALE~~stock OFbased ~~SUCH~~compensation ~~SHARES~~expense BYtotaled ~~DUTCHESS~~$1,321,364 ORfor ~~OUR~~the ~~EXISTING STOCKHOLDERS~~year ~~COULD~~ended ~~DEPRESS~~May ~~THE~~31, ~~MARKET~~2010 ~~PRICE~~and OFconsists ~~OUR~~of ~~COMMON~~shares ~~STOCK~~of ~~AND~~common ~~YOU~~stock ~~MAY~~issued ~~NOT BE~~for ~~ABLE TO SELL YOUR INVESTMENT FOR WHAT YOU PAID FOR IT.~~services

We ~~are obligated~~incurred ~~to register the resale of 3~~$550,~~600,000~~095 ~~shares~~and ~~of common stock that we may issue to Dutchess Opportunity Fund~~$133,450 ~~II,~~on ~~L.P.~~research ~~(“Dutchess”)~~and ~~pursuant~~development toexpenses ~~our Investment Agreement with Dutchess. Concurrently, we plan to register~~ for ~~resale~~ ~~2,501,806 shares of our common stock which are held by existing shareholders. The sale of these shares into~~ the ~~public~~years ~~market~~ended byMay31, ~~Dutchess or~~2011 ~~our existing stockholders could depress the market price of our common stock~~ and ~~you~~2010, ~~may not be able to sell your investment for what you paid for it~~respectively.

~~EXISTING STOCKHOLDERS~~Net ~~COULD EXPERIENCE SUBSTANTIAL DILUTION UPON THE ISSUANCE OF COMMON STOCK PURSUANT TO THE DUTCHESS INVESTMENT AGREEMENT.~~Loss

~~Our Investment~~We ~~Agreement~~incurred ~~with~~a ~~Dutchess~~net ~~contemplates~~loss ~~our issuance~~ of up$5,632,704 toand 3$2,~~600~~242,~~000 shares~~239 offor ~~our~~the ~~common~~years ~~stock~~ended toMay ~~Dutchess~~31, ~~subject~~2011 toand ~~certain~~2010, ~~restrictions and obligations~~respectively. If From ~~the~~inception ~~terms~~on ~~and~~April ~~conditions of the Investment Agreement are satisfied~~29, ~~and~~2009 ~~we choose~~ to ~~exercise~~May ~~our put rights to the fullest extent permitted and sell 3~~31,~~600,000~~ ~~shares of our common stock to Dutchess~~2011, ~~our existing~~we ~~stockholders’~~have ~~ownership~~incurred ~~will~~a benet ~~diluted~~loss ~~by such sales. Consequently, the value~~ of ~~your investment may decrease~~$8,049,122.

~~DUTCHESS WILL~~Critical ~~PAY~~Accounting ~~LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR COMMON STOCK UNDER THE INVESTMENT AGREEMENT.~~Policies

The ~~common~~ ~~stock~~accounting topolicies beand ~~issued to Dutchess pursuant to~~ the ~~Investment~~use ~~Agreement will be purchased at a 4% discount to the lowest daily volume weighted average price (“VWAP”),~~ of ~~our~~accounting ~~common~~estimates ~~stock~~are ~~during~~set ~~the~~forth ~~five~~in ~~consecutive trading day period beginning on~~ the ~~trading~~footnotes ~~day~~to ~~immediately following~~ the ~~date~~audited ~~of delivery of a put notice by us to Dutchess, subject to certain exceptions. Dutchess has a~~ financial ~~incentive to sell our common stock upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price~~statements. ~~If Dutchess sells the shares, the price of our common stock could decrease.~~

~~WE MAY~~In ~~NOT~~preparing BEour ~~ABLE~~financial TOstatements, ~~ACCESS~~we ~~SUFFICIENT~~must ~~FUNDS~~select ~~UNDER~~and ~~THE~~apply ~~DUTCHESS~~various ~~INVESTMENT AGREEMENT~~accounting ~~WHEN~~policies. ~~NEEDED~~Our most significant policies are described in Note 2 – Summary of Significant Accounting Policies set forth in the notes to the audited financial statements. In order to apply our accounting policies, we often need to make estimates based on judgments about future events. In making such estimates, we rely on historical experience, market and other conditions, and on assumptions that we believe to be reasonable. However, the estimation process is by its nature uncertain given that estimates depend on events over which we may not have control. If market and other conditions change from those that we anticipate, our results of operations, financial condition and changes in financial condition may be materially affected. In addition, if our assumptions change, we may need to revise our estimates, or to take other corrective actions, either of which may also have a material effect on our results of operations, financial condition or changes in financial condition. Members of our senior management have discussed the development and selection of our critical accounting estimates, and our disclosure regarding them, with our board of directors, and do so on a regular basis.

~~Our ability~~We tobelieve ~~put~~that ~~shares~~the tofollowing ~~Dutchess~~estimates ~~and~~have ~~obtain~~a ~~funds~~higher ~~under~~degree ~~the~~of ~~Investment Agreement~~inherent isuncertainty ~~limited by the terms~~ and ~~conditions~~require inour ~~the~~most ~~Investment~~significant ~~Agreement, including~~judgments. ~~restrictions~~In ~~on when we may exercise our put rights~~addition, ~~restrictions~~had ~~on the amount~~ we ~~may~~used ~~put~~estimates todifferent ~~Dutchess~~from at any ~~one~~of ~~time~~these, ~~which~~our isresults ~~determined in part by the trading volume~~ of ~~our common stock~~operations, ~~and~~financial acondition ~~limitation~~or onchanges ~~Dutchess’ obligation to purchase if such purchase would result~~ in ~~Dutchess~~financial ~~beneficially owning~~condition ~~more~~for ~~than 4.99% of our common stock. Accordingly,~~ the ~~Investment Agreement~~current ~~may~~period ~~not~~could behave ~~available~~been tomaterially ~~satisfy~~different ~~all~~from ofthose ~~our funding needs~~presented.

~~WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE WHICH MAY MAKE IT MORE DIFFICULT FOR YOU TO EARN A RETURN ON YOUR INVESTMENT WITH US.~~9

WeShare ~~have never~~Based paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock. Therefore, you may have difficulty earning a return on your investment with us.Payments

14Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as non-cash stock based compensation, which is an operating expense.

~~Item~~Recently 2.Adopted ~~Description~~and ofRecently ~~Properties.~~Enacted Accounting Pronouncements

~~Offices~~In December 2010, the FASB issued FASB ASU No. 2010-28, "When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts," which is now codified under FASB ASC Topic 350, "Intangibles - Goodwill and Other." This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units' goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. This ASU is not expected to have any material impact to the Company's consolidated financial statements.

~~Our business~~In ~~office~~December is2010, ~~located~~the atFASB ~~501~~issued ~~Scarborough~~FASB DrASU No. ~~Suite~~2010-29, ~~308E~~"Disclosure of Supplementary Pro Forma Information for Business Combinations," ~~Egg~~which ~~Harbor Township~~is now codified under FASB ASC Topic 805, NJ"Business ~~08234~~Combinations. We" ~~pay~~A ~~rent~~public entity is required to disclose pro forma data for business combinations occurring during the current reporting period. This ASU provides amendments to clarify the acquisition date to be used when reporting the pro forma financial information when comparative financial statements are presented and improves the usefulness of $1the pro forma revenue and earnings disclosures. If a public company presents comparative financial statements,~~400~~ ~~per~~the ~~month~~entity should disclose revenue and earnings of the combined entity as though the business combination(s) which occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. ~~Our~~ ~~offices~~ The supplemental pro forma disclosures required are also expanded to include a ~~650~~description ~~square~~of ~~foot~~the ~~shared~~nature ~~receptionist~~and ~~area~~amount of material, anonrecurring ~~400~~pro ~~square~~forma ~~foot~~adjustments ~~office~~directly attributable to the business combination included in the reported pro forma revenue and earnings. FASB ASU No. 2010-29 is effective on a ~~530~~prospective ~~square~~basis ~~foot~~for ~~shared~~business ~~conference~~combinations ~~room~~for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The adoption of this ASU is not expected to have a material effect on the Company's consolidated statement of financial position, results of operations or cash flows.

WeIn doMay ~~not currently~~2011, ~~own~~the FASB issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This update clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update is effective on a prospective basis for annual and interim reporting periods beginning on or ~~lease~~after ~~any~~December ~~other~~15, ~~real~~2011, ~~property~~which for the Company is January 1, 2012. The Company does not expect that adopting this update will have a material impact on its consolidated financial statements.

~~Item 3. Legal Proceedings.~~10

There are no other legal proceedings are currently pending or, to our knowledge, threatened against us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business or financial condition or results of operations.Inflation

~~Item~~The 4amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The ~~(Removed~~net ~~and~~operating ~~Reserved)~~losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

~~PART II~~Off-Balance Sheet Arrangements

~~Item~~As 5.of ~~Market~~May ~~for~~31, ~~Common~~2011, ~~Equity~~we ~~and~~had ~~Related~~no ~~Stockholder~~off-balance ~~Matters~~sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~Our common~~Quantitative stock is quoted on the OTC Bulletin Board under the symbol “AXLX.” Our common stock was initially quoted on the OTC Bulletin Board on March 23, 2010. Prior to July 15, 2010, no shares had been traded and ~~there~~Qualitative ~~was~~Disclosures ~~no public~~About ~~market~~Market ~~price for our shares~~Risk

~~There were~~ We ~~187~~do ~~holders~~not ofhave ~~record~~any ofmaterial ~~our~~exposure ~~common~~to ~~stock~~market asrisk ofassociated ~~August~~with ~~27,~~our ~~2010. The~~cash ~~last~~and ~~sale~~cash ~~price for~~equivalents. ~~our~~Our ~~common~~note ~~stock~~payables asare ~~reported~~at ona ~~August~~fixed 27rate and, ~~2010~~thus, ~~was~~are $0not exposed to interest rate risk.~~56.~~

~~From March~~Item ~~through August 2010, the Company entered into stock purchase agreements with accredited investors for the sale of 730,000 of its common stock at a purchase price of $0~~8.10 ~~per~~Financial ~~share generating proceeds of $73,000~~Statements.

~~From March through August 2010, the Company issued 4,905,000 shares of common stock for services.~~ The ~~shares~~information ~~were~~required ~~valued~~by atthis ~~$0.10~~item ~~per~~is ~~share~~included ~~which~~on ~~was~~pages ~~the price~~F-1 ofthrough ~~the most recent sale of the Company’s stock at the time of issuance~~F-7.

~~From March~~Item ~~through~~9. ~~August~~Changes ~~2010,~~In ~~the~~and ~~Company~~Disagreements ~~issued~~with ~~7,198,196~~Accountants ~~shares~~on toAccounting ~~Officers~~ and ~~Directors~~ ~~for~~Financial ~~compensation~~Disclosure. ~~The shares were valued at $0.10 per share which was the price of the most recent sale of the Company’s stock at the time of issuance.~~

~~From March~~Not ~~through August 2010, the Company entered into purchase agreements with Directors and Officers for the sale of 2,400,000 units~~applicable. ~~Each unit consists of one share of common stock and one warrant. The warrants have an exercise price of $0.05 share and expire in 1 year.~~

~~From March~~Item ~~through August 2010, the Company entered into stock purchase agreements with accredited investors for the sale of 697,607 of its common stock at a purchase price of $0~~9A.33 ~~per~~Controls ~~share~~and ~~generating proceeds of $230,210.~~Procedures

~~From March~~We ~~through~~maintain ~~August~~disclosure ~~2010~~controls and procedures that are designed to ensure that information required to be disclosed in our reports made pursuant to the Securities Exchange Act of 1934, as amended (the ~~Company~~“Exchange ~~issued~~Act”) is 1recorded,~~427~~ processed,~~909~~ ~~shares~~summarized and reported within the timelines specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of ~~common~~achieving ~~stock for~~the ~~services~~desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year covered by this report.

~~From March~~Based ~~through~~on ~~August~~the ~~2010~~foregoing, ~~the~~our ~~Company~~Chief ~~issued~~Executive ~~125,000~~Officer ~~shares~~and toPrincipal ~~Wassim~~Financial ~~Ramadan, Member~~Officer concluded that our disclosure controls and procedures were not effective as of ~~Board~~the end of ~~Directors~~period covered by this report in recording, ~~for~~processing, ~~executive~~summarizing ~~compensation~~and reporting information required to be disclosed within the timelines specified in the Securities and Exchange Commission’s rules and forms and timely alerting him to material information relating to our company required to be disclosed in our periodic reports with the Securities and Exchange Commission.

~~From March through August 2010, the Company redeemed and cancelled 121,666 shares of common stock.~~11

InManagement’s ~~July 2010,~~Report ~~the~~on ~~Company~~Internal ~~entered~~Control ~~into~~Over ~~purchase~~Financial agreements with Directors and Officers for the sale of 135,151 units. Each unit consists of one share of common stock and one warrant. The warrants have an exercise price of $0.165 per share and expire in 1 year.Reporting

WeOur ~~did not~~Chief ~~pay~~Executive ~~dividends~~Officer onand ~~our~~Principal ~~common~~Financial ~~stock~~Officer is responsible for ~~the~~establishing ~~fiscal~~and ~~year~~maintaining ~~ended~~adequate ~~May~~internal ~~31,~~control ~~2010~~over ~~and have~~financial noreporting, ~~plans~~as tosuch doterm sois defined in Rule 13a-15(f) of the ~~foreseeable~~Exchange ~~future~~Act.

WeInternal docontrol ~~not have~~over anfinancial ~~equity~~reporting ~~compensation~~is ~~plan.~~promulgated under the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer and Principal Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~Item 6. Selected~~• Pertain ~~Financial~~to ~~Data.~~the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

~~Not applicable.~~• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

~~Item 7. Management’s~~• Provide ~~Discussion~~reasonable ~~and~~assurance ~~Analysis~~regarding prevention or timely detection of ~~Financial~~unauthorized ~~Condition~~acquisition ~~and~~or ~~Results~~ disposition of ~~Operations~~our assets that could have a material effect on the financial statements.

~~“Safe Harbor”~~ Readers ~~Statement~~are ~~under~~cautioned ~~the~~that ~~Private~~internal ~~Litigation~~control ~~Reform~~over ~~Act~~financial ofreporting, ~~1995~~no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.

~~This Annual~~ Our ~~Report~~management, ~~other~~under ~~than~~the ~~historical~~supervision ~~information,~~and ~~may~~with ~~include~~the ~~forward-looking statements,~~participation ~~including~~of ~~statements~~our ~~with~~Chief ~~respect~~Executive toOfficer ~~financial~~and ~~results,~~Principal ~~product introductions~~Financial Officer, ~~market~~has ~~demand,~~evaluated ~~sales~~the ~~channels,~~effectiveness ~~industry~~of ~~trends,~~our ~~sufficiency~~internal controls over financial reporting as of ~~cash~~ ~~resources~~the ~~and~~end ~~certain~~of ~~other~~the ~~matters.~~period ~~These~~covered ~~statements~~by ~~are~~this ~~made~~report ~~under~~based upon the ~~“safe~~ ~~harbor”~~framework ~~provisions~~in ofInternal ~~the~~Control—Integrated ~~Private~~Framework ~~Securities~~issued ~~Litigation~~by ~~Reform~~the ~~Act~~Committee of ~~1995 and~~Sponsoring ~~involve~~Organizations ~~risks~~of ~~and~~the ~~uncertainties~~Treadway ~~which~~Commission ~~could~~(COSO). ~~cause~~Based ~~actual~~on ~~results~~our toevaluation, ~~differ materially~~management ~~from~~concluded ~~those~~that inour ~~the~~internal ~~forward-looking~~control ~~statements,~~over ~~including~~financial ~~those discussed~~reporting inwas ~~the~~not ~~section entitled~~effective ~~“Risk~~as ~~Factors”~~of inMay ~~Item~~31, 12011.A. The ~~and~~Company ~~elsewhere in~~identified ~~this~~material ~~Annual~~weaknesses ~~Report~~related onto ~~Form 10-K~~segregation ~~and~~of ~~other~~duties, ~~filings~~lack of staff with ~~the~~GAAP ~~Securities~~ experience, and ~~Exchange~~lack ~~Commission~~of SEC reporting experience. In July 2010, we engaged Cardiff Partners to assist in establishing effective internal controls.

~~This section~~There ofwere ~~this~~no ~~report~~changes ~~includes~~in aour ~~number~~internal ofcontrols ~~forward-looking~~over ~~statements~~financial ~~that reflect~~reporting ~~our~~(as ~~current~~such ~~views~~term ~~with~~is ~~respect~~defined toin ~~future~~Rule 13a-15(f) ~~events~~under ~~and~~the ~~financial performance. Forward~~Exchange ~~looking~~Act) ~~statements~~that ~~are~~occurred ~~often~~during ~~identified~~our byfiscal ~~words like:~~year ~~believe,~~ended ~~expect,~~May ~~estimate~~31, ~~anticipate~~2011, ~~intend,~~that ~~project~~have ~~and~~materially ~~similar expressions~~affected, or ~~words~~are ~~which,~~reasonably bylikely ~~their~~to ~~nature~~materially affect, ~~refer~~our tointernal ~~future~~controls ~~events. You should~~over ~~not~~financial ~~place~~reporting. ~~undue~~In ~~certainty~~the onestimation ~~these~~of ~~forward-looking~~our ~~statements~~senior management, ~~which apply~~none ~~only as~~ of the ~~date~~changes ofin ~~this~~the ~~report. These~~composition ~~forward~~of ~~looking~~management ~~statements are~~have ~~subject~~materially toaffected, ~~certain~~or ~~risks~~are ~~and~~reasonably ~~uncertainties~~likely ~~that could cause actual results~~ to ~~differ~~ materially ~~from~~affect, ~~historical~~our ~~results~~internal orcontrols ~~our~~over ~~predictions~~financial reporting.

~~Overview~~Item 9B. Other Information

~~Axiologix Education Corporation ("Axiologix", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on April 29, 2009~~None. Axiologix is an educational software and services provider for school systems K-20. Management plans to focus on raising student achievement through its research-based school design, uniquely aligned assessment systems, interactive professional development, integrated use of technology and other proven program features. We do not have any subsidiaries.

~~Liquidity and Capital Resources~~12

AsPART of May 31, 2010, we had cash and cash equivalents of $4,011 and a working capital deficiency of $239,903. As of May 31, 2010 our accumulated deficit was $2,416,418. For the year ended May 31, 2010 our net loss was $2,242,239III

16Item 10. Directors and Executive Officers of Axiologix Education Corporation

Our ~~loss~~executive ~~was~~officer ~~funded~~and bydirectors ~~proceeds from the sale of our common stock~~ and ~~convertible~~their ~~promissory notes.~~ages ~~During~~as ~~the~~of ~~year ended~~October ~~May 31~~13, ~~2010,~~2011 weare ~~raised~~as ~~in net proceeds $534,396 through financing activities and our cash position decreased by $981.~~ follows:

~~We used net cash of $535,377 in operating activities for the year ended May 31, 2010. We did not use any money in investing activities for the year ended May 31, 2010.~~ Director:

During the year ended May 31, 2010 our monthly cash requirement was approximately $54,000.


Name of Director	Age

John P. Daglis	46

Wassim M. Ramadan	41

Remigio Romito	57

Dr. Vytas B. Siliunas	56

Dr. Rick Schafer	58

Executive Officer:

Name of Officer	Age	Office

John P. Daglis	46	President, Chief Executive Officer, Treasurer, Chief Financial Officer, Principal Accounting Officer

Helen Vassallo	26	Secretary

WeBiographical intend to meet our cash requirements for the next 12 months through external sources: a combination of debt financing and equity financing through private placements. We are currently not in good short-term financial standing. We anticipate that we may not generate any revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to fully realize. There is no assurance we will achieve profitable operations. We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and outside investors in exchange for debt and/or common stock.Information

~~These financial~~Set ~~statements~~forth ~~have~~below ~~been~~is ~~prepared on the assumption that we are~~ a ~~going concern,~~brief ~~meaning~~description weof ~~will continue in operation for~~ the ~~foreseeable~~background ~~future~~ and ~~will~~ bebusiness ~~able~~experience ~~to realize assets and discharge liabilities in the ordinary course~~ of operations. Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future. Our continuation as a going concern is dependent upon our ~~ability~~officers ~~to attain profitable operations~~ and ~~generate~~our ~~funds~~directors ~~there-from,~~for ~~and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management plans to raise equity financings over~~ the ~~next~~past ~~twelve~~five ~~months to finance operations~~years. There is no guarantee that we will be able to complete any of these objectives. We have incurred losses from operations since inception and at May 31, 2010, have a working capital deficiency and an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.

WeJohn ~~intend to~~P. ~~raise~~Daglis, ~~funds~~Director toand ~~meet our cash requirements from private placements~~President, ~~loans,~~Chief ~~or possibly~~Executive a registered public offering (either self-underwritten or through a broker-dealer) within the next few months. At this time we do not have any commitments from any broker-dealer to provide us with financing. There is no guarantee that we will be successful in raising any capital. There is no assurance that we will be able to obtain such additional funds on favorable termsOfficer, ~~if at all. If we fail in raising capital~~Treasurer, ~~our business may fail~~ and we ~~may~~Chief ~~curtail~~Financial ~~or cease our operations~~Officer.

~~Results of~~Since ~~Operations~~our ~~for~~inception ~~the~~on ~~year~~April ~~ended~~29, ~~May~~2009, 31John P. Daglis has been our president, ~~2010~~chief ~~and~~executive ~~from~~officer, ~~inception~~treasurer, tochief ~~May~~financial 31officer, ~~2010~~ and a member of the board of directors.

~~No Revenues~~Since 1992, Mr. Daglis was the original founder of Edumedia, a private educational software company. Before Edumedia, Mr. Daglis started his career in technology in 1984 with Tandy Corporation as a Retail Marketing Representative and an Educational Marketing Specialist. In his six year history with Tandy Corporation, he advanced in Executive Management of the company in charge of Computer Hardware, Software, Networking, and Services Sales to School Systems out of 26 locations totaling over $14 million per year. As the founder and President of Edumedia, he established the company’s accreditation as a Microsoft Solutions Provider in Education, an IBM Business Partner, a Certified Education Partner with Compaq, a Microsoft Academic Authorized reseller, a Hewlett-Packard Authorized Dealer, and a Symantec Enterprise Developer. Additional authorizations include Intel, 3Com, and Nortel Networks, among others. Mr. Daglis led the company to a 43% average growth rate in sales per year from 1992 to 1999. During these years his company also gained recognition as the first to offer MPEG technology to schools in the state of New Jersey (August 1993), and was featured by local newspapers in cover page articles such as “Taking elementary students to the 21 st Century”, and “Local entrepreneur’s company helps schools secure technology grants.” Mr. Daglis attended Stockton State College, majoring in Information Systems and Sciences.

Since our inception on April 29, 2009 to May 31, 2010, we have not earned any revenues. As of May 31, 2010, we have an accumulated deficit of $2,416,418. At this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 3, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.13

17Wassim M. Ramadan, Director

~~Expenses~~Mr. Ramadan is a member of our board of directors. From 1997 to the present Mr. Ramadan has been an Exclusive Agent and Owner of Allstate Insurance Co./Ramadan Insurance Agency Inc. which is estimated at over $5 million by the Book of Business and holds over 5,000 accounts. Mr. Ramadan brings to the company an extensive background of international relations. He has published a number of articles concerning politics and international policy, as well as economics. Mr. Ramadan has led several seminars at Allstate and has conducted a series of educational training to many Allstate agents. He is also a real estate investment entrepreneur both locally and internationally and is fluent Arabic and French. Mr. Ramadan has held positions such as the Manager of Economic Studies and Feasibility Analysis Department at I.C.M.I.F. in Beirut and Editor of the English Section of “The Economist,” a magazine of Arab Development. Mr. Ramadan also has over 10 years of experience in insurance and is licensed in Property and Casualty, Life, Health and Accident, Series 6 and 63. Mr. Ramadan is currently an exclusive agent and owner of Ramadan Insurance Agency. Mr. Ramadan holds a BA in Political Science and Public Administration from the American University of Beirut located in Beirut, Lebanon, an MA in Political Science from Villanova University in Pennsylvania, and is currently pursuing his Ph.D. in Political Studies and International Law from Lebanese University also in Beirut

~~Operating expenses~~Remigio ~~totaled $2~~Romito,~~184,035~~ ~~for the year ended May 31, 2010. Since our inception on April 29, 2009 to May 31, 2010, we have incurred total operating expenses of $2,357,811.~~Director

~~Our general~~Mr. ~~and~~Romito ~~administrative~~is ~~expenses~~member ~~consist~~of our board of ~~bank~~directors. From ~~charges~~August 2005 to the present, ~~travel~~Mr. Romito has been an Account Manager for Gateway, ~~meals~~Inc. responsible for sales to commercial and ~~entertainment,~~ ~~office~~corporate ~~maintenance,~~entities. From ~~communication~~April ~~expenses~~2004 ~~(internet~~to August 2005 he was an Executive Account Manager at Lexmark International responsible for sales in the New Jersey Public Sector. From December 1996 to November 2003 Mr. Romito was a Major Account Manager at Dell, ~~fax~~Inc., ~~and telephone)~~with responsibility for sales in New Jersey, ~~courier~~Delaware, ~~postage~~and ~~costs,~~Pennsylvania ~~office~~K-12 ~~supplies~~schools. ~~Our~~ Mr. ~~general~~Romito ~~and administrative~~has ~~expenses~~over ~~for~~30 years experience in the ~~year~~education ~~ended~~industry ~~May~~as 31a teacher, ~~2010~~computer ~~totaled $579~~resource coordinator,~~221~~ and technology sales executive. ~~Since~~He ~~our~~is ~~inception~~also ona ~~April~~senior 29results oriented professional with experience in sales, ~~2009~~marketing, ~~until~~and ~~May~~management 31of hardware, ~~2010~~software, ~~general~~ consultant services, technical services and ~~administrative~~value-added ~~expenses~~services. Mr. ~~have~~Romito ~~totaled~~received ~~$685~~his Bachelor of Arts Degree in Foreign Language Education from Youngstown State University,~~397~~ Youngstown, Ohio. He has also completed 34 hours of coursework towards a Master’s Degree in Education at Youngstown State University.

~~Non-cash stock~~Dr. ~~based~~Vytas compensation expense totaled $1,471,364 for the year ended May 31, 2010 and consists of 7,198,196 shares of common stock issued for executive compensation totaling $719,820, 2,813,438 shares of common stock issued for services totaling $292,844, 940,000 shares of common stock issued to Edumedia pursuant to the exclusive resellership agreement totaling $111,250, and units consisting of one common share and one warrant issued to Directors and Officers issued at a discount to marketB. ~~Since our inception on April 29~~Siliunas, ~~2010 until May 31, 2010 we have incurred $1,480,464 of non-cash stock based compensation expense.~~Director

~~We incurred~~Mr. ~~$133~~Siliunas is a member of our board of directors. From January 2004 to the present,~~450~~ onhe ~~research~~was the Founder and ~~development~~Managing ~~expenses~~Partner ~~for~~of ~~the~~South ~~year~~Jersey ~~ended~~ENT ~~May 31~~Surgical Associates, ~~2010~~LLC, in Linwood, NJ. ~~Since~~From ~~our~~September ~~inception~~1994 onto ~~April~~Present, 29he has been the President of ENT Surgical Practice. He has been a Section Chief of Otolaryngology of the AtlanticCare Regional Medical Center since 2003, ~~2009~~as ~~until~~well ~~May~~as 31a member of the American Osteopathic Association, ~~2010~~the ~~we have~~Osteopathic ~~incurred~~College ~~$191~~of Ophthalmology & Otolaryngology,~~950~~ onthe ~~research~~New Jersey Academy of Otolaryngology, the Pennsylvania Osteopathic Medical Association, and ~~development~~of ~~expenses~~the American Academy of Facial & Plastic Reconstruction Surgery. ~~Going forward,~~ Dr. weSiliunas ~~anticipate~~received ~~that~~his weD.O. ~~will~~Degree ~~spend~~from ~~approximately~~the $1Chicago College of Osteopathic Medicine,~~600,000~~ ongraduated ~~research~~ in the top 5% of his class, and ~~development~~is ~~during~~a ~~the~~member ~~next~~of 12Sigma ~~months~~Sigma Phi (Honorary Society).

~~Net Loss~~Dr. Rick Schafer, Director

~~We incurred~~Dr. Schafer is member our board of directors. He is a ~~net~~graduate ~~loss~~of both Indiana University and the Indiana University School of $2Medicine. After graduating,~~242,239~~ ~~for~~Dr. Schafer accepted a position at Lawrence General Hospital located in Massachusetts in the ~~year~~Department ~~ended~~of ~~May~~Pathology ~~31,~~and ~~2010~~Nuclear Medicine in 1983. ~~From inception~~ He onwas ~~April~~promoted 29to Chief of the Pathology and Nuclear Medicine Department in 1988, a position he held until 2009. In addition to ~~May~~being 31Chief of Pathology and Nuclear Medicine, ~~2010~~Dr. Schafer also served as Chair of the Committee on Quality of Medicine from 1992 through 2008, weas ~~have~~well ~~incurred~~as aholding ~~net~~office ~~loss~~as the Vice President of $2 the Medical Staff and a Member of the Medical Executive Committee,~~416~~ both positions he currently holds. Additionally,~~418~~ Dr. ~~Our~~ ~~basic~~Schafer served as Chair on a number of other committees including the Radiation Safety Committee and ~~diluted~~the ~~net~~Health ~~loss~~Information ~~per~~Committee. Dr. ~~common~~Schafer ~~share~~serves ~~was~~on $0the Committee of Continuing Medical Education for Lawrence General and Holy Family Hospitals.26 He is a member of the American Medical Associates, the Massachusetts Medical Society, and the Society of Nuclear Medicine, as well as being an Inspector for College of American Pathologists. In 1995, Dr. Schafer received the Massachusetts Medical Society Committee Chair Service Award in recognition of his outstanding financial leadership. Dr. Schafer championed a successful three-year ~~ended~~financial ~~May~~strategy 31to balance the Society’s operating budget, ~~2010~~resulting in a balanced fiscal year operating budget in 2006.

~~Critical Accounting Policies~~14

~~The accounting~~Helen ~~policies~~Vassallo, ~~and the use of accounting estimates are set forth in the footnotes to the audited financial statements.~~Secretary

~~In preparing our financial statements, we must select and apply various accounting policies~~Ms. ~~Our~~Vassallo ~~most~~was ~~significant policies~~appointed ~~are described in Note 2 – Summary of Significant Accounting Policies set forth in the notes to the audited financial statements. In order to apply~~ our ~~accounting~~Secretary ~~policies, we often need to make estimates based~~ on ~~judgments~~ ~~about~~March ~~future~~29, ~~events~~2010. Since InJune ~~making such estimates~~2009, weMrs. ~~rely~~Vassallo onhas ~~historical experience,~~served ~~market~~as ~~and~~an ~~other~~executive ~~conditions,~~assistant ~~and~~to onAxiologix. From ~~assumptions~~September ~~that~~2008 ~~we believe~~ to be ~~reasonable.~~June ~~However~~2009, ~~the estimation process is by its nature uncertain given that estimates depend on events over which we may not have control~~Mrs. IfVassallo ~~market and~~was ~~other~~a ~~conditions~~General ~~change~~Clerk ~~from~~at ~~those~~Manor ~~that~~Care weHealth ~~anticipate, our results of operations, financial condition and changes in financial condition may be materially affected~~Centre. From In2002 ~~addition, if our assumptions change, we may need~~ to ~~revise~~ ~~our~~2008 ~~estimates,~~Mrs. orVassallo towas ~~take other corrective actions, either of which may also have~~ a ~~material~~Special ~~effect~~Event onCoordinator ~~our~~for ~~results~~Vanguard ~~of operations, financial condition or changes in financial condition~~LARP. Ms. ~~Members~~Vassallo ofhas ~~our~~earned ~~senior~~her ~~management~~Bachelor ~~have discussed the development and selection~~ of ~~our~~Arts ~~critical~~in ~~accounting~~English ~~estimates, and our disclosure regarding them,~~ with ~~our~~an ~~board~~emphasis ofon ~~directors,~~Teaching ~~and~~from doRowan ~~so on a regular basis~~University.

WeTo ~~believe~~the ~~that~~best ~~the~~of ~~following~~our ~~estimates~~ knowledge, our officers and directors have aneither ~~higher~~been ~~degree~~convicted ofin ~~inherent~~any ~~uncertainty~~criminal ~~and~~proceedings ~~require~~during ~~our~~the ~~most~~past ~~significant judgments.~~five Inyears ~~addition~~nor are parties to any judicial or administrative proceeding during the last five years that resulted in a judgment, ~~had~~decree weor ~~used~~final ~~estimates~~order ~~different~~enjoining then from ~~any~~future violations of, ~~these~~or prohibiting activities subject to, ~~our results~~federal or state securities laws or a finding of ~~operations,~~any ~~financial~~violation ~~condition~~of federal or ~~changes~~state insecurities ~~financial~~laws ~~condition~~or ~~for the~~commodities ~~current~~laws. No ~~period~~bankruptcy ~~could~~petitions have been ~~materially~~filed ~~different~~by ~~from~~or ~~those presented~~against any business or property of any of our directors or officers, nor has a bankruptcy petition been filed against a partnership or business association in which these persons were general partners or executive officers.

18There are no family relationships among the directors and executive officers of Axiologix Education Corporation.

~~Share Based~~Term ~~Payments~~of Office

~~Generally, all~~Our ~~forms~~officers ~~of share-based payments, including stock option grants, restricted stock grants~~ and ~~stock~~our ~~appreciation~~directors ~~rights,~~ are ~~measured~~appointed atfor ~~their~~a ~~fair~~one-year ~~value~~term ~~on the~~to ~~awards’~~hold ~~grant~~office ~~date,~~until ~~and~~the ~~based~~next onannual ~~the~~general ~~estimated~~meeting ~~number~~ of ~~awards~~our ~~that~~shareholders ~~are ultimately~~or ~~expected~~until toremoved ~~vest. Share-based~~from ~~payment~~office ~~awards~~in ~~issued~~accordance ~~to non-employees~~with ~~for~~our ~~services~~bylaws. ~~rendered~~There ~~are~~have ~~recorded~~been atno ~~either~~material ~~the~~changes ~~fair~~to ~~value of~~ the ~~services~~ ~~rendered~~procedures orby ~~the~~which ~~fair~~our ~~value~~stockholders ofmay ~~the~~recommend ~~share-based~~nominees ~~payment,~~to ~~whichever~~our ~~is more~~Board ~~readily~~of ~~determinable~~Directors. ~~The expense resulting from share-based payments are recorded as non-cash stock based compensation, which is a operating expense.~~

~~Recently Adopted~~Independent ~~and Recently Enacted Accounting Pronouncements~~Directors

~~In April 2009,~~The rules of the ~~FASB~~SEC ~~issued~~require ~~guidance~~that ~~now~~we, ~~codified~~because aswe ~~FASB~~are ~~ASC~~not ~~Topic~~listed ~~820, “Fair~~on ~~Value~~any ~~Measurements~~national ~~and Disclosures~~securities exchange,~~” which~~ ~~amends~~choose ~~previous~~a ~~guidance~~definition toof ~~require~~director ~~disclosures about~~“independence” ~~fair~~for ~~value~~purposes of ~~financial~~determining ~~instruments~~which indirectors ~~interim~~are asindependent. We ~~well~~have aschosen ~~annual~~to ~~financial statements~~follow in the ~~current~~definition ~~economic~~of ~~environment. This~~independence ~~pronouncement~~as ~~was effective~~determined ~~for~~by ~~periods~~the ~~ending~~Marketplace ~~after~~Rules ~~June 15,~~of ~~2009.~~ The ~~adoption~~Nasdaq ~~of this~~National ~~pronouncement~~Market ~~did~~(“NASDAQ”). Pursuant ~~not~~to ~~have a material impact on the Company~~NASDAQ’s ~~business~~definition, ~~financial~~ ~~condition~~Wassim orM. ~~results~~Ramadan, ofRemigio ~~operations; however~~Romito, ~~these~~Dr. ~~provisions~~Vytas ofB. ~~FASB ASC~~Siliunas ~~Topic~~and ~~820~~Dr. ~~resulted~~Rick inSchafer ~~additional~~are ~~disclosures~~independent ~~with respect to the fair value of the Company’s financial instruments~~directors.

~~In May 2009,~~Organization ~~the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards~~ of ~~accounting for, and disclosures of, events that occur after~~ the ~~balance~~Board ~~sheet date but before financial statements are issued or are available to be issued. This pronouncement was effective for interim or fiscal periods ending after June 15, 2009. The adoption~~ of this pronouncement did not have a material impact on the Company’s business, results of operations or financial position; however, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.Directors

~~In June 2009,~~Board ~~the~~Committees. There ~~Financial~~currently ~~Accounting~~no ~~Standards~~committees ~~Board~~of ~~(FASB)~~our ~~issued~~board ~~guidance now~~of ~~codified~~directors asdue ~~FASB~~to ~~Accounting~~our ~~Standards~~relatively ~~Codification~~small ~~(ASC)~~size. As ~~Topic~~we ~~105,~~implement ~~“Generally~~and ~~Accepted~~achieve ~~Accounting Principles,”~~our asbusiness ~~the~~plan, ~~single~~our ~~source~~board of ~~authoritative~~directors ~~non-governmental~~expects ~~U.S. GAAP. FASB~~to ~~ASC~~appoint ~~Topic~~an ~~105~~audit ~~does~~committee, ~~not~~nominating ~~change~~committee ~~current~~and ~~U.S.~~compensation ~~GAAP~~committee, ~~but~~and ~~is intended~~ to ~~simplify~~adopt ~~user~~charters ~~access~~relative to ~~all~~each ~~authoritative~~such Ucommittee.S. We ~~GAAP~~intend byto ~~providing~~appoint ~~all authoritative~~such ~~literature~~persons ~~related~~ to ~~a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in~~ the ~~FASB~~board ~~Codification will be considered non-authoritative. These provisions~~ of ~~FASB~~directors ~~ASC Topic 105 were effective for interim~~ and ~~annual~~committees ~~periods~~of ~~ending after September 15, 2009 and, accordingly, were effective for~~ the ~~Company~~board ~~for the current fiscal reporting period. The adoption~~ of ~~this~~directors ~~pronouncement~~as ~~did~~are ~~not~~expected ~~have~~to anbe ~~impact~~required onto ~~the Company’s~~meet ~~business, financial condition or results of operations, but will impact~~ the ~~Company’s~~corporate ~~financial~~governance ~~reporting~~requirements ~~process~~imposed by ~~eliminating~~a ~~all~~national ~~references to~~securities ~~pre-codification standards. On the effective date of FASB ASC Topic 105~~exchange, ~~the~~although ~~Codification~~we ~~superseded~~are ~~all~~not ~~then-existing~~required ~~non-SEC~~to ~~accounting~~comply ~~and reporting~~with ~~standards,~~such ~~and~~requirements ~~all~~until ~~other~~we ~~non-grandfathered~~elect ~~non-SEC~~to ~~accounting literature~~seek ~~not~~listing ~~included~~on ina ~~the~~securities ~~Codification became non-authoritative~~exchange.

~~In January~~Code 2010, the Financial Accounting Standards Board ("FASB") issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of ~~assets~~Ethics ~~and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons~~ for ~~these transfers)~~Chief ~~and~~Executive ~~the~~Officer ~~reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances~~ and ~~settlements~~Senior onFinancial ~~a gross basis~~Officers. In ~~addition~~We tointend ~~these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required~~ to ~~provide~~adopt ~~fair~~a ~~value~~code ~~measurement disclosures for each class~~ of ~~assets~~ethics ~~and~~that ~~liabilities~~applies ~~rather than each major category of assets and liabilities. This update also clarifies the requirement for entities~~ to ~~disclose~~our information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update became effective for the Company with the interim and annual reporting period beginning January 1officers, ~~2010,~~directors ~~except for the requirement to provide the Level 3 activity of purchases, sales, issuances,~~ and ~~settlements on a gross basis~~employees, ~~which~~including ~~will~~our ~~become~~Chief ~~effective~~Executive ~~for~~Officer ~~the Company with the interim~~ and ~~annual~~Chief ~~reporting~~Financial ~~period beginning January 1~~Officer, ~~2011. The~~ ~~Company~~but ~~will~~have not bedone ~~required~~so to ~~provide~~date ~~the~~due ~~amended~~to ~~disclosures for~~our ~~any~~relatively ~~previous~~small ~~periods presented for comparative purposes~~size. ~~Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company's consolidated financial statements.~~

1915

~~Inflation~~Directors’ and Officers’ Liability Insurance. When our financial resources, permit, we anticipate that we will obtain directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance is expected to insure us against losses which we may incur in indemnifying our officers and directors. In addition, we have entered into indemnification agreements with our executive officers and directors and such persons also have indemnification rights under applicable laws, and our articles of incorporation and bylaws.

~~The amounts~~Section 16(a) ~~presented~~Beneficial inOwnership ~~the~~Reporting financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments. Compliance

~~Off-Balance Sheet~~Due ~~Arrangements~~to our status as a Section 15(d) reporting company, our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities are not required to file with the SEC reports of ownership and changes in ownership of our equity securities pursuant to Section 16(a) of the Securities Exchange Act of 1934.

AsCompensation of May 31, 2010, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.Directors

~~Quantitative and~~We ~~Qualitative~~do ~~Disclosures~~not ~~About~~currently ~~Market~~pay ~~Risk~~any cash fees to our directors, but we pay directors’ expenses in attending board meetings. During the fiscal year ended May 31, 2011, no director expenses were incurred.

We do ~~not~~issue ~~have~~equity ~~any~~awards ~~material exposure~~ to ~~market risk associated with~~ our ~~cash~~directors ~~and cash~~for ~~equivalents~~services. See ~~Our~~Item ~~note~~11 ~~payables~~for ~~are~~further atdiscussion aon ~~fixed~~compensation ~~rate and, thus, are not exposed~~ to ~~interest rate risk~~directors.

~~Item~~Significant ~~8. Financial Statements.~~Employees

~~The information~~There ~~required~~are no persons other than our officers and directors above who are expected by us ~~this~~to ~~item~~make isa ~~included~~significant oncontribution ~~pages~~to ~~F-1~~our ~~through F-7~~business.

Item 911. ~~Changes~~ InExecutive ~~and Disagreements with Accountants on Accounting and Financial Disclosure~~Compensation.

~~Not applicable~~The table below summarizes all compensation awarded to, earned by, or paid to our executive officer by any person for all services rendered in all capacities to us for the fiscal years ended May 31, 2011 and 2010.

~~Item 9A. Controls and Procedures~~16

~~We maintain~~SUMMARY ~~disclosure~~COMPENSATION controls and procedures that are designed to ensure that information required to be disclosed in our reports made pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the timelines specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.TABLE

Title of	Name and address	Amount of beneficial	Percent
Class	of beneficial owner	Ownership	of class (1)
Common Stock	John P. Daglis	24,043,595	13.86%
	Chief Executive Office
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	Wassim M. Ramadan (2)	20,275,615	11.69%
	Director
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816
		.
Common Stock	Remigio Romito	1,297,320	0.75%
	Director
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	Dr. Vytas B. Siliunas	10,029,075	5.78%
	Director
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	Dr. Rick Schafer	9,751,739	5.62%
	Director
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	Helen Vassallo	350,000	Less than 1%
	Corporate Secretary
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	All Officers and Directors as a group	65,757,344 shares	37.90 (1)
Common Stock	All Officers and Directors as a group	65,757,344 shares	37.90 (1)

~~Based~~(1) ~~on the~~Shares ~~foregoing,~~issued ~~our~~for ~~Chief~~services ~~Executive~~provided Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of period covered by this report in recording, processing, summarizing and reporting information required to be disclosed within the timelines specified in the Securities and Exchange Commission’s rules and forms and timely alerting him to material information relating to our company required to be disclosed in our periodic reports with the Securities and Exchange Commission.Axiologix

20(2) Represents units consisting of one common share and one warrant which were sold to Directors at a discount to market.

AsOutstanding ~~a result,~~Equity weAwards ~~did~~at ~~not~~Fiscal ~~timely file with the Securities and Exchange Commission our current reports on Form 8~~Year-K (which were filed on April 6, 2010, May 18, 2010 and August 13, 2010) and our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2010. Consequently, we were not compliant with the periodic reporting requirements under the Exchange Act. End

~~Management’s~~As ~~Report~~of onOctober ~~Internal Control~~13, ~~Over~~2011, ~~Financial~~there ~~Reporting~~were no outstanding equity awards held by any named executive officer.

~~Our~~Employment Chief Executive Officer and Principal Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.Agreements

~~Internal control~~As ~~over~~of ~~financial~~October ~~reporting is promulgated under the Exchange Act as a process designed by~~13, ~~or under the supervision of~~2011, ~~our~~we ~~Chief~~were ~~Executive~~not ~~Officer and~~a ~~Principal~~party ~~Financial Officer and effected by our board of directors, management and other personnel,~~ to ~~provide~~any ~~reasonable~~employment ~~assurance~~agreement ~~regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance~~ with ~~generally~~any ~~accepted~~named ~~accounting principles~~executive ~~and includes those policies and procedures that:~~officer.

~~• Pertain~~Compensation toCommittee ~~the~~Interlocks ~~maintenance of records that in reasonable detail accurately~~ and ~~fairly~~Insider ~~reflect the transactions and dispositions of our assets;~~Participation

~~• Provide reasonable~~Due ~~assurance~~to ~~that~~the ~~transactions~~limited ~~are~~number ~~recorded~~of asdirectors ~~necessary~~constituting toour ~~permit preparation~~Board of ~~financial~~Directors, ~~statements in accordance with accounting principles generally accepted in~~ the ~~United~~full ~~States~~Board ~~and~~of ~~that~~Directors ~~our~~considers ~~receipts~~ and ~~expenditures are~~participates ~~being made only~~ in ~~accordance~~the ~~with~~compensation ~~authorizations~~ of our ~~management~~executive ~~and directors; and~~officers.

~~• Provide reasonable~~Item ~~assurance~~12. ~~regarding~~Security ~~prevention~~Ownership ~~or timely detection~~ of ~~unauthorized acquisition~~Certain orBeneficial ~~disposition~~Owners ofand ~~our~~Management ~~assets~~and ~~that~~Related ~~could~~Stockholder ~~have a material effect on the financial statements~~Matters.

~~Readers are~~The ~~cautioned~~following ~~that~~table ~~internal~~sets ~~control~~forth ~~over~~certain ~~financial~~information ~~reporting,~~regarding nobeneficial ~~matter~~ownership ~~how~~of ~~well designed,~~our ~~has~~common ~~inherent~~stock ~~limitations~~as ~~and~~of ~~may~~October ~~not prevent or detect misstatements. Therefore~~13, ~~even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.~~2011:

Our management, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting as of the end of the period covered by this report based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation, management concluded that our internal control over financial reporting was not effective as of May 31, 2010. The Company identified material weaknesses related to segregation of duties, lack of staff with GAAP experience, and lack of SEC reporting experience. In July 2010, we engaged Cardiff Partners to assist in establishing effective internal controls.17

~~There were~~· noby ~~changes~~each inperson ~~our~~who ~~internal controls over financial reporting (as such term~~ is ~~defined~~known inby ~~Rule 13a-15(f)~~us ~~under the Exchange Act) that occurred during our fiscal year ended May 31, 2010, that have materially affected, or are reasonably likely~~ to ~~materially~~beneficially ~~affect,~~own ~~our~~more ~~internal~~than ~~controls~~5% ~~over financial reporting. In the estimation~~ of our ~~senior~~common ~~management, none of the changes in the composition of management have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.~~stock;

~~Item~~· ~~9B. Other~~by ~~Information~~each of our executive officers and directors; and

~~None~~· by all of our executive officers and directors as a group.

Title of	Name and address	Amount of beneficial	Percent
Class	of beneficial owner	Ownership	of class (1)
Common Stock	John P. Daglis	24,043,595	13.86%
	Chief Executive Office
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	Wassim M. Ramadan (2)	20,275,615	11.69%
	Director
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816
		.
Common Stock	Remigio Romito	1,297,320	0.75%
	Director
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	Dr. Vytas B. Siliunas	10,029,075	5.78%
	Director
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	Dr. Rick Schafer	9,751,739	5.62%
	Director
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	Helen Vassallo	350,000	Less than 1%
	Corporate Secretary
	197 Route 18 South, Ste 3000, Office 71
	East Brunswick, NJ 08816

Common Stock	CEDE & CO	21,724,616	12.52%
	PO Box 20 Bowling Green Station
	New York, NY 10004
Common Stock	All Officers and Directors as a group	65,757,344 shares	37.90 (1)
Common Stock	All Officers and Directors as a group	65,757,344 shares	37.90 (1)

~~PART~~(1) ~~III~~The percent of class is based on 173,487,034 shares of common stock issued and outstanding as of as of October 13, 2011.

~~Item~~(2) ~~10. Directors~~Includes 7,599,860 shares owned in his own name, and ~~Executive~~12,675,755 ~~Officers~~owned ofwith ~~Axiologix~~his ~~Education Corporation~~wife, Sawsan K. Ramadan.

~~Our executive officer and directors and their ages as of August 27, 2010 are as follows:~~18

Name of Director	Age
John P. Daglis	45
Wassim M. Ramadan	40
Remigio Romito	56
Dr. Vytas B. Siliunas	55
Dr. Rick Schafer	57
Executive Officer:
Name of Officer	Age	Office
John P. Daglis	45	President, Chief Executive Officer, Treasurer, Chief Financial Officer, Principal Accounting Officer
Helen Vassallo	25	Secretary

During the year ended May 31, 2011, the Company entered into unit purchase agreements with Directors and Officers of the Company at $0.033 per unit. Each unit consists of one common share and one warrant. 2,206,060 units were sold generating proceeds of $72,800. The fair value of the common stock issued ranged from $0.11 to $0.14 per share depending on the varying dates of issuances. The warrants were valued at $189,930 according to the Black-Scholes model and the fair value of the common stock was $226,903. Because the selling price of the unit (common shares and warrants) was determined to be below fair market value and the units were issued to board of directors, the Company recorded stock based compensation expense of $344,033 for the incremental difference between the sales price of the unit and the fair market value of common stock and warrants issued.

~~Biographical Information~~During the year ended May 31, 2011, the Company’s Chief Executive Officer, John Daglis loaned the Company $9,714 and was repaid $26,614, of which $16,900 related to prior year borrowings. There is no balance outstanding at May31, 2011. Interest expense was not imputed as the amount was deemed to be immaterial.

~~Set~~During ~~forth below~~the isyear ended May 31, 2011, the Company entered into Secured Promissory Notes with Wassim Ramadan, a ~~brief~~Director, ~~description~~for a total of ~~the~~$19,000. The ~~background~~notes carry interest rates of 58% per annum and ~~business~~are ~~experience~~convertible to common stock at the rate of ~~our officers~~$0.04 per share. The Company has evaluated the conversion feature of the notes and ~~our~~determined ~~directors~~that ~~for~~there was a $7,500 beneficial conversion feature on certain notes as the ~~past~~fixed ~~five~~conversion ~~years~~price of $0.04 was less than the fair value of the common stock at the time of issuance. The beneficial conversion feature was recorded as a debt discount on the accompanying balance sheet. These notes remain outstanding at May 31, 2011.

~~John P~~Item 14. ~~Daglis, Director and President, Chief Executive Officer, Treasurer, and Chief Financial Officer~~Exhibits.

~~Since our inception on April 29, 2009, John P. Daglis has been our president, chief executive officer, treasurer, chief financial officer, and~~ (a) ~~member~~Financial ~~of the board of directors~~Statements.

~~Since 1992,~~The ~~Mr.~~following ~~Daglis~~financial ~~was~~statements ~~the original founder~~ of ~~Edumedia,~~ aAxiologix ~~private~~Education ~~educational software company. Before Edumedia, Mr. Daglis started his career in technology in 1984 with Tandy~~ Corporation asare ~~a Retail~~submitted Marketing Representative and an Educational Marketing Specialist. In his six year history with Tandy Corporation, he advanced in Executive Management of the company in charge of Computer Hardware, Software, Networking, and Services Sales to School Systems out of 26 locations totaling over $14 million per year. As the founder and President of Edumedia, he established the company’s accreditation as a ~~Microsoft~~separate Solutions Provider in Education, an IBM Business Partner, a Certified Education Partner with Compaq, a Microsoft Academic Authorized reseller, a Hewlett-Packard Authorized Dealer, and a Symantec Enterprise Developer. Additional authorizations include Intel, 3Com, and Nortel Networks, among others. Mr. Daglis led the company to a 43% average growth rate in sales per year from 1992 to 1999. During these years his company also gained recognition as the first to offer MPEG technology to schools in the state section of ~~New~~this ~~Jersey~~report (~~August~~See ~~1993~~F-pages), and ~~was~~are ~~featured~~incorporated by ~~local~~reference ~~newspapers~~ in ~~cover~~Item page articles such as “Taking elementary students to the 21st Century”, and “Local entrepreneur’s company helps schools secure technology grants.” Mr. Daglis attended Stockton State College, majoring in Information Systems and Sciences.7:


Report Of Independent Registered Public Accounting Firm		F-2

Balance Sheets – May 31, 2011 and 2010		F-3

Statements of Operations – For the Years Ended May 31, 2011 and 2010 and for the period of inception, from April 29, 2009 through May 31, 2011		F-4

Statements of Cash Flows - For the Years Ended May 31, 2011 and 2010 and for the period of inception, from April 29, 2009 through May 31, 2011		F-5

Statement of Stockholders’ Equity (Deficit) – For the period of inception, from April 29, 2009 through May 31, 2011		F-6

Notes to Financial Statements		F-7

~~Wassim M.~~(b) ~~Ramadan, Director~~Exhibits

~~Mr. Ramadan~~The isfollowing aExhibits ~~member~~are offiled ~~our~~herewith ~~board~~pursuant ~~of directors. From 1997~~ to ~~the present~~Item ~~Mr.~~601 ~~Ramadan has been an Exclusive Agent and Owner~~ of ~~Allstate~~Regulation S-K ~~Insurance Co./Ramadan~~or ~~Insurance~~incorporated ~~Agency~~herein ~~Inc. which is estimated at over $5 million~~ by ~~the Book~~reference ~~of Business and holds over 5,000 accounts. Mr. Ramadan brings~~ to ~~the~~ ~~company~~previous anfilings ~~extensive background of international relations. He has published a number of articles concerning politics and international policy,~~ as well as economics. Mr. Ramadan has led several seminars at Allstate and has conducted a series of educational training to many Allstate agents. He is also a real estate investment entrepreneur both locally and internationally and is fluent Arabic and French. Mr. Ramadan has held positions such as the Manager of Economic Studies and Feasibility Analysis Department at I.C.M.I.F. in Beirut and Editor of the English Section of “The Economist,” a magazine of Arab Development. Mr. Ramadan also has over 10 years of experience in insurance and is licensed in Property and Casualty, Life, Health and Accident, Series 6 and 63. Mr. Ramadan is currently an exclusive agent and owner of Ramadan Insurance Agency. Mr. Ramadan holds a BA in Political Science and Public Administration from the American University of Beirut located in Beirut, Lebanon, an MA in Political Science from Villanova University in Pennsylvania, and is currently pursuing his Ph.D. in Political Studies and International Law from Lebanese University also in Beirutnoted:

Remigio Romito, Director


Exhibit No.		Identification of Exhibit

3.1		Articles of Incorporation (1)
3.2		By-Laws (1)
10.1		Investment Agreement, dated May 17, 2010, between the Registrant and Dutchess Equity Fund, LP (2)
10.2		Registration Rights Agreement, dated May 17, 2010, between the Registrant and Dutchess Equity Fund, LP (2)
10.3		Amendment to the Investment Agreement, dated July 13, 2010, between the Registrant and Dutchess Equity Fund, LP (2)
31.1*		Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~Mr. Romito is member of our board of directors.~~* ~~From~~Filed August 2005 to the present, Mr. Romito has been an Account Manager for Gateway, Inc. responsible for sales to commercial and corporate entities. From April 2004 to August 2005 he was an Executive Account Manager at Lexmark International responsible for sales in the New Jersey Public Sector. From December 1996 to November 2003 Mr. Romito was a Major Account Manager at Dell, Inc., with responsibility for sales in New Jersey, Delaware, and Pennsylvania K-12 schools. Mr. Romito has over 30 years experience in the education industry as a teacher, computer resource coordinator, and technology sales executive. He is also a senior results oriented professional with experience in sales, marketing, and management of hardware, software, consultant services, technical services and value-added services. Mr. Romito received his Bachelor of Arts Degree in Foreign Language Education from Youngstown State University, Youngstown, Ohio. He has also completed 34 hours of coursework towards a Master’s Degree in Education at Youngstown State University.herewith

~~Dr. Vytas~~(1) B.Incorporated ~~Siliunas~~herein by reference to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 13, ~~Director~~2009.

~~Mr. Siliunas~~(2) isIncorporated aherein ~~member~~by ofreference ~~our board of directors. From January 2004~~ to ~~the~~ ~~present, he was~~ the ~~Founder~~registrant’s ~~and~~Current ~~Managing~~Report ~~Partner~~on ofForm ~~South~~8-K ~~Jersey~~filed ~~ENT Surgical~~with ~~Associates, LLC, in Linwood, NJ. From September 1994 to Present, he has been~~ the ~~President~~SEC ofon ~~ENT~~August ~~Surgical Practice. He has been a Section Chief of Otolaryngology of the AtlanticCare Regional Medical Center since 2003~~13, as well as a member of the American Osteopathic Association, the Osteopathic College of Ophthalmology & Otolaryngology, the New Jersey Academy of Otolaryngology, the Pennsylvania Osteopathic Medical Association, and of the American Academy of Facial & Plastic Reconstruction Surgery2010. ~~Dr. Siliunas received his D.O. Degree from the Chicago College of Osteopathic Medicine, graduated in the top 5% of his class, and is a member of Sigma Sigma Phi (Honorary Society).~~

~~Dr. Rick Schafer, Director~~19

~~Dr. Schafer~~Item ~~is member our board of directors~~15. He isPrincipal aAccountant ~~graduate~~Fees ~~of both Indiana University~~ and the Indiana University School of Medicine. After graduating, Dr. Schafer accepted a position at Lawrence General Hospital located in Massachusetts in the Department of Pathology and Nuclear Medicine in 1983. He was promoted to Chief of the Pathology and Nuclear Medicine Department in 1988, a position he held until 2009. In addition to being Chief of Pathology and Nuclear Medicine, Dr. Schafer also served as Chair of the Committee on Quality of Medicine from 1992 through 2008, as well as holding office as the Vice President of the Medical Staff and a Member of the Medical Executive Committee, both positions he currently holds. Additionally, Dr. Schafer served as Chair on a number of other committees including the Radiation Safety Committee and the Health Information Committee. Dr. Schafer serves on the Committee of Continuing Medical Education for Lawrence General and Holy Family Hospitals. He is a member of the American Medical Associates, the Massachusetts Medical Society, and the Society of Nuclear Medicine, as well as being an Inspector for College of American Pathologists. In 1995, Dr. Schafer received the Massachusetts Medical Society Committee Chair Service Award in recognition of his outstanding financial leadership. Dr. Schafer championed a successful three-year financial strategy to balance the Society’s operating budget, resulting in a balanced fiscal year operating budget in 2006.Services

23On June 30, 2009, our Board of Directors approved the engagement of M&K CPAs, PLLC (“M&K”) to serve as our principal independent public accountant to audit our financial statements. Audit fees billed by our principal independent public accountants for services rendered for the audit of our annual financial statements and review of our quarterly financial statements included in Form 10-K for the last two fiscal years are presented below. Audit-related fees, tax fees, and other fees for services billed by our principal independent public accountant during each of the last two fiscal years are also presented in the following table:

Helen Vassallo, Secretary

	Years Ended May 31,
	2011	2010
M&K CPAz, PLLC
Audit Fees	$ 29,188	$ 7,000
Audit-realted fees (a)	-	-
Tax fees (b)	-	-
Registration Statement Fees	-	14,650
All Other Fees	-	-

~~Ms. Vassallo was appointed our Secretary on March 29, 2010. Since June 2009, Mrs. Vassallo has served as an executive assistant to Axiologix. From September 2008 to June 2009, Mrs. Vassallo was~~ (a) ~~General~~Audit-related ~~Clerk~~fees atprimarily ~~Manor~~include ~~Care Health~~research ~~Centre. From~~services ~~2002~~ to ~~2008~~validate ~~Mrs.~~certain ~~Vassallo~~accounting ~~was a Special Event Coordinator for Vanguard LARP~~policies. ~~Ms. Vassallo has earned her Bachelor of Arts in English with an emphasis on Teaching from Rowan University.~~

To(b) ~~the best~~Tax offees ~~our~~include ~~knowledge,~~costs ~~our~~for ~~officers and directors have neither been convicted in any criminal proceedings during~~ the ~~past~~preparation ~~five years nor are parties to any judicial or administrative proceeding during the last five years that resulted in a judgment, decree or final order enjoining then from future violations~~ of~~, or~~ prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws or commodities laws. No bankruptcy petitions have been filed by or against any business or property of any of our ~~directors~~corporate orincome ~~officers,~~tax ~~nor has a bankruptcy petition been filed against a partnership or business association in which these persons were general partners or executive officers~~return.

~~There~~Our ~~are no~~Board ~~family~~of ~~relationships~~Directors ~~among~~established a policy whereby the ~~directors~~outside auditors are required to seek pre-approval on an annual basis of all audit, audit-related, tax and ~~executive~~other ~~officers~~services by providing a prior description of ~~Axiologix Education~~the ~~Corporation~~services to be performed. For the year ended May 31, 2011, 100% of all audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by M&K was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

~~Term of Office~~SIGNATURES

~~Our officers~~Pursuant ~~and our directors are appointed for a one-year term~~ to ~~hold office until~~ the ~~next~~requirements ~~annual general meeting~~ of ~~our~~Section 13 ~~shareholders~~ or ~~until~~15(d) ~~removed~~of ~~from office~~the inSecurities ~~accordance~~Exchange ~~with~~Act ~~our~~of ~~bylaws.~~1934, ~~There~~the ~~have~~Registrant ~~been~~has noduly ~~material~~caused ~~changes~~this report to ~~the procedures~~be bysigned ~~which~~on ~~our~~its ~~stockholders~~behalf ~~may~~by ~~recommend~~the ~~nominees~~undersigned, tothereunto ~~our~~duly ~~Board of Directors~~authorized.

Independent Directors


Dated: October 13, 2011	AXIOLOGIX EDUCATION CORPORATION
	(Registrant)

By:		/s/ John P. Daglis
		President, Chief Executive Officer, Treasurer, Chief Financial Officer and Director
		(Principal Executive Officer)

~~The~~Pursuant ~~rules of~~to the ~~SEC~~requirements ~~require that we, because we are not listed on any national securities exchange, choose a definition~~ of ~~director~~the ~~“independence”~~Securities ~~for~~Exchange ~~purposes~~Act of ~~determining~~ ~~which~~1934, ~~directors~~this ~~are~~report ~~independent. We~~has ~~have~~been ~~chosen~~signed tobelow ~~follow the definition of independence as determined~~ by the ~~Marketplace~~following ~~Rules~~persons ofon ~~The Nasdaq~~behalf ~~National~~of ~~Market~~the ~~(“NASDAQ”). Pursuant~~Registrant toand ~~NASDAQ’s~~in ~~definition, Wassim~~the M.capacities ~~Ramadan, Remigio Romito, Dr. Vytas B. Siliunas~~ and ~~Dr.~~on ~~Rick~~the ~~Schafer are~~dates ~~independent directors~~indicated.

Organization of the Board of Directors


Signature	Title	Date

/s/ John P. Daglis	President, Chief Executive Officer, Treasurer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)	October 13, 2011
John P. Daglis

/s/ Dr. Wassim M. Ramadan	Director	October 13, 2011
Dr. Wassim M. Ramadan

/s/ Remigio Romito	Director	October 13, 2011
Remigio Romito

/s/ Dr. Rick Schafer	Director	October 13, 2011
Dr. Rick Schafer

/s/ Dr. Vytas B. Siliunas	Director	October 13, 2011
Dr. Vytas B. Siliunas

~~Board~~SUPPLEMENTAL ~~Committees. There currently~~INFORMATION noTO ~~committees~~BE ofFURNISHED ~~our~~WITH ~~board~~REPORTS of directors due to our relatively small size. As we implement and achieve our business plan, our board of directors expects to appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee. We intend to appoint such persons to the board of directors and committees of the board of directors as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek listing on a securities exchange.FILED

~~Code~~PURSUANT ofTO ~~Ethics~~SECTION ~~for~~15(d) ~~Chief~~OF ~~Executive Officer~~THE ~~and~~EXCHANGE ~~Senior~~ACT ~~Financial~~BY ~~Officers.~~NON-REPORTING We intend to adopt a code of ethics that applies to our officers, directors and employees, including our Chief Executive Officer and Chief Financial Officer, but have not done so to date due to our relatively small size.ISSUERS

241. No annual report to security holders covering the company’s fiscal year ended May 31, 2011, has been sent as of the date of this report.

~~Directors’ and Officers’ Liability Insurance~~2. ~~When~~ ~~our financial~~No ~~resources,~~proxy ~~permit,~~soliciting wematerial ~~anticipate~~has ~~that~~been wesent ~~will~~to ~~obtain~~the ~~directors~~company’s ~~and officers’~~security ~~liability~~holders ~~insurance~~with ~~insuring~~respect ~~our directors and officers against liability for acts or omissions in their capacities as directors or officers, subject~~ to ~~certain~~the ~~exclusions. Such~~2009 ~~insurance~~annual ismeeting expected to insure us against losses which we may incur in indemnifying our officers and directors. In addition, we have entered into indemnification agreements with our executive officers and directors and such persons also have indemnification rights under applicable laws, and our articles of ~~incorporation and~~security ~~bylaws~~holders.

~~Section 16(a) Beneficial~~3. ~~Ownership~~If ~~Reporting~~such ~~Compliance~~report or proxy material is furnished to security holders subsequent to the filing of this Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders.

Due to our status as a Section 15(d) reporting company, our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities are not required to file with the SEC reports of ownership and changes in ownership of our equity securities pursuant to Section 16(a) of the Securities Exchange Act of 1934.20

~~Compensation~~ANNUAL ofREPORT ~~Directors~~ON FORM 10-K

WeITEM ~~do not currently pay any cash fees to our directors, but we pay directors’ expenses in attending board meetings. During the fiscal year ended May 31, 2010, no director expenses were incurred.~~7

WeFINANCIAL ~~do issue equity awards to our directors for services. See Item 11 for further discussion on compensation to directors.~~STATEMENTS

~~Significant Employees~~FISCAL YEARS ENDED MAY 31, 2011 and 2010

~~There~~AXIOLOGIX ~~are no~~EDUCATION ~~persons other than our officers and directors above who are expected by us to make a significant contribution to our business.~~CORPORATION

~~Item 11. Executive~~EAST ~~Compensation.~~BRUNSWICK, NJ

~~The~~AXIOLOGIX ~~table below~~EDUCATION summarizes all compensation awarded to, earned by, or paid to our executive officer by any person for all services rendered in all capacities to us for the fiscal year ended May 31, 2010 and for the fiscal period from our inception on April 29, 2009 to May 31, 2009 (our fiscal year end).CORPORATION


Financial Statements		Page

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets – May 31, 2011 and 2010		F-3

Statements of Operations – For the Years Ended May 31, 2011 and 2010 and the for the period of inception, from April 29, 2009 through May 31, 2011		F-4

Statements of Cash Flows - For the Years Ended May 31, 2011 and 2010 and the for the period of inception, from April 29, 2009 through May 31, 2011		F-5

Statement of Stockholders’ Equity (Deficit) – For the period of inception, from April 29, 2009 through May 31, 2011		F-6

Notes to Financial Statements		F-7

~~SUMMARY COMPENSATION TABLE~~F-1

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)(1)

Option Awards ($)(1)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total (S)

John P. Daglis

2010

118,194

None

474,008

None

592,202

President, CEO, Treasurer and a director

(4,740,079 shares Common Stock)(2)

2009

15,003

None

8,580

None

23,583

(85,800 shares Common Stock)(2)

Helen Vassallo

2010

38,436

None

7,000

None

45,436

Secretary

(70,000 shares Common Stock)(2)

2009

None

Wassim M. Ramadan, director

2010

None

167,715

None

282,977

450,692

(1,677,152 shares Common Stock)(2)

(2,200,000 units)(3)

2009

None

(400 shares Common Stock)(2)

Remigio Romito, director

2010

None

25,906

None

25,906

(259,064 shares Common Stock)(2)

2009

None

(400 shares Common Stock)(2)

Dr. Vytas B. Siliunas, director

2010

None

175,996

None

25,725

201,721

(1,759,960 shares Common Stock)(2)

(200,000 units)(3)

2009

None

(400 shares Common Stock)(2)

Dr. Rick Schaffer, director

2010

None

113,194

None

113,194

(1,131,941 shares Common Stock)(2)

2009

None

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~(1)~~To ~~We adopted ASC 505-50 to determine~~ the ~~measurement~~Board ~~date~~ of the stock issuance and recorded the issuance as capital contribution by the CEO and directors with the service they performed prior to inception date April 29, 2009 and valued those founders’ shares at par.Directors

~~(2)~~Axiologix ~~Shares~~Education ~~issued for services provided to Axiologix~~Corporation

(3)A ~~Represents~~Development ~~units~~Stage ~~consisting of one common share and one warrant which were sold to Directors at a discount to market.~~Company)

~~Outstanding Equity~~We ~~Awards~~have ataudited ~~Fiscal~~the ~~Year-End~~accompanying balance sheets of Axiologix Education Corporation (a development stage company) as of May 31, 2011 and 2010, and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended and for the period from inception (April 9, 2009) through May 31, 2011. 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 audit.

AsWe conducted our audits in accordance with the standards of ~~August~~ ~~27,~~the ~~2010~~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, ~~there~~nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no ~~outstanding~~such ~~equity~~opinion. ~~awards~~An ~~held~~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 ~~any~~management, ~~named executive~~as ~~officer~~well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Employment Agreements~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Axiologix Education Corporation as of May 31, 2011 and 2010, and the results of its operations, changes in stockholders' deficit and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As ~~of August~~discussed ~~27,~~in ~~2010~~Note 3 to the financial statements, wethe ~~were~~Company ~~not~~had a loss from operations for the year ended May 31, 2011 and a ~~party~~working capital deficit at May 31, 2011, which raises substantial doubt about its ability to ~~any~~continue ~~employment~~as ~~agreement~~a ~~with~~going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any ~~named executive~~adjustments ~~officer~~that might result from the outcome of this uncertainty.

~~Compensation~~/s/ ~~Committee~~M&K ~~Interlocks~~CPAS, ~~and Insider Participation~~PLLC

~~Due to the limited number of directors constituting our Board of Directors, the full Board of Directors considers and participates in the compensation of our executive officers~~www.mkacpas.com

~~Item~~Houston, ~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~Texas

~~The following~~October ~~table sets forth certain information regarding beneficial ownership of our common stock as of August 27~~13, ~~2010:~~2011

26F-2

·Axiologix byEducation ~~each person who is known by us to beneficially own more than 5% of our common stock;~~Corporation

·(A byDevelopment ~~each~~Stage ~~of our executive officers and directors; and~~Company)

·Condensed byBalance ~~all of our executive officers and directors as a group.~~Sheets

Title of	Name and address		Amount of beneficial				Percent
ASSETS
Class	of beneficial owner		Ownership				of class (1)
			May 31, 2011			May 31, 2010
Common Stock	John P. Daglis
Current Assets
	Chief Executive Office
Cash		$	-		$	4,011
	501 Scarborough Drive, Suite 308E
Accounts receivable			400			-
	Egg Harbor Township, NJ 08234			4,825,879				18.56	%
Prepaid expense and other current assets			1,698			-
Common Stock	Wassim M. Ramadan (2)
Total Current Assets			2,098			4,011
	Director
Other intangibles, net			-			-
	501 Scarborough Drive, Suite 308E
Total Assets		$	2,098		$	4,011
	Egg Harbor Township, NJ 08234			3,877,552				14.91	%
LIABILITIES AND STOCKHOLDERS' DEFICIT
Common Stock	Remigio Romito
Current Liabilities
	Director
Accounts payable and accrued expenses		$	137,630		$	78,912
	501 Scarborough Drive, Suite 308E
Accrued interest			31,980			31,101
	Egg Harbor Township, NJ 08234			259,464				1.00	%
Notes payable			112,500			-
Common Stock	Dr. Vytas B. Siliunas
Convertible notes payable, net of debt discount of $61,563 and $0, respectively			248,437			117,000
	Director
Derivative liability			77,609			-
	501 Scarborough Drive, Suite 308E
Due to related party			-			16,900
	Egg Harbor Township, NJ 08234			1,960,360				7.54	%
Total Liabilities			608,156			243,913
Common Stock	Dr. Rick Schafer
Stockholders' Deficit
	Director
Common stock, $0.001 par value; 750,000,000 shares authorized,
	501 Scarborough Drive, Suite 308E
172,000,373 and 96,871,385 shares issued and outstanding, as of May 31, 2011 and May 31, 2010, respectively			172,000			96,871
	Egg Harbor Township, NJ 08234			1,658,379				6.38	%
Common stock payable, 7,800,000 shares issueable, as of May 31, 2010			-			156,000
Common Stock	Helen Vassallo
Common stock subscription receivable			-			(36,000)
	Corporate Secretary
Additional paid-in capital			7,271,064			1,959,645
	501 Scarborough Drive, Suite 308E
Accumulated deficit during the development stage			(8,049,122)			(2,416,418)
	Egg Harbor Township, NJ 08234			70,000			Less than 1		%
Total Stockholders' Deficit			(606,058)			(239,902)
Common Stock	Cardiff Partners, LLC
Total Liabilities and Stockholders' Deficit		$	2,098		$	4,011
	501 Scarborough Drive, Suite 308E
	Egg Harbor Township, NJ 08234			1,357,740				5.22	%
Common Stock	All Officers and Directors as a group		12,881,482 shares					49.54	(1)

~~(1)~~See ~~The~~notes ~~percent~~to offinancial ~~class is based on 26,001,626 shares of common stock issued and outstanding as of as of August 27, 2010.~~statements

~~(2) Includes 1,677,552 shares owned in his own name, and 2,200,000 owned with his wife, Sawsan K. Ramadan.~~F-3

~~Item~~Axiologix ~~13. Certain Relationships~~Education ~~and Related Transactions.~~Corporation

On(A ~~August 27,~~Development ~~2010,~~Stage we entered into an exclusive reseller agreement with Edumedia Software Solutions Corporation, for the sale of E*pad, an on-line managed software application that manages performance assessments for teachers to be deployed among their students. Under the terms of the agreement, we have paid to Edumedia Software $91,800 as a research and development contribution, issued to Edumedia Software 940,000 shares of our common stock and agreed to pay to Edumedia Software 50% of the revenues we collect from the sale of their products. The agreement has an initial term of 18 months. Our principal officer and a director, John P. Daglis, is also the Chief Executive Officer of Edumedia Software. The reseller agreement was approved by our Board of Directors, with Mr. Daglis abstaining.Company)

27Condensed Statements of Operations

During the year ended May 31, 2010, the Chief Executive Officer, John Daglis loaned the Company $16,900. The balance remains outstanding at May 31, 2010.

			For the Period From
	For the Years Ended		April 29, 2009 (Inception)
	May 31, 2011	May 31, 2010	to May 31, 2011

Revenue	$ 400	$ -	$ 400

Cost of Revenue	-	-	-

Gross Profit	400	-	400

Operating expenses
Selling, general and administrative	3,413,517	2,050,585	5,579,377
Depreciation and amortization	26,000	-	26,000
Research and development	550,095	133,450	742,045
Total operating expenses	3,989,612	2,184,035	6,347,422

Loss from operations	(3,989,212)	(2,184,035)	(6,347,022)

Other (income) expense
Interest income	-	(1,847)	(2,100)
Interest expense	397,491	60,051	458,198
Change in fair market value of derivatives	3,379	-	3,379
Impairment of intangible asset	1,144,000	-	1,144,000
Loss on settlement of debt	98,622	-	98,622

Loss before provision for income taxes	$ (5,632,704)	$ (2,242,239)	$ (8,049,121)

Provision for income taxes	-	-	-

Net loss	$ (5,632,704)	$ (2,242,239)	$ (8,049,121)

Net loss per share - basic and diluted	$ (0.05)	$ (0.26)

Weighted average number of shares outstanding
- basic and diluted	116,554,229	8,590,839

~~During the~~See ~~year~~notes ~~ended May 31, 2010, the Company paid $5,000~~ to ~~the~~financial ~~Chief Executive Officer, John Daglis, for an outstanding loan.~~statements

~~Item 14. Exhibits.~~F-4

~~(a)~~Axiologix ~~Financial~~Education ~~Statements.~~Corporation

~~The following financial statements of Axiologix Education Corporation are submitted as a separate section of this report~~ (~~See~~A ~~F-pages),~~Development ~~and~~Stage ~~are incorporated by reference in Item 7:~~Company)

Report Of Independent Registered Public Accounting Firm		F-2
Balance Sheets – May 31, 2010 and 2009		F-3
Statements of Operations – For the Years Ended May 31, 2010 and 2009 and for the period of inception, from April 29, 2009 through May 31, 2010		F-4
Statements of Cash Flows - For the Years Ended May 31, 2010 and 2009 and for the period of inception, from April 29, 2009 through May 31, 2010		F-5
Statement of Stockholders’ Equity (Deficit) – For the period of inception, from April 29, 2009 through May 31, 2010		F-6
Notes to Financial Statements		F-7

Condensed Statements of Cash Flows

(b) Exhibits

			For the Period From
	For the Years Ended		April 29, 2009 (Inception)
	May 31, 2011	May 31, 2010	to May 31, 2011

Revenue	$ 400	$ -	$ 400

Cost of Revenue	-	-	-

Gross Profit	400	-	400

Operating expenses
Selling, general and administrative	3,413,517	2,050,585	5,579,377
Depreciation and amortization	26,000	-	26,000
Research and development	550,095	133,450	742,045
Total operating expenses	3,989,612	2,184,035	6,347,422

Loss from operations	(3,989,212)	(2,184,035)	(6,347,022)

Other (income) expense
Interest income	-	(1,847)	(2,100)
Interest expense	397,491	60,051	458,198
Change in fair market value of derivatives	3,379	-	3,379
Impairment of intangible asset	1,144,000	-	1,144,000
Loss on settlement of debt	98,622	-	98,622

Loss before provision for income taxes	$ (5,632,704)	$ (2,242,239)	$ (8,049,121)

Provision for income taxes	-	-	-

Net loss	$ (5,632,704)	$ (2,242,239)	$ (8,049,121)

Net loss per share - basic and diluted	$ (0.05)	$ (0.26)

Weighted average number of shares outstanding
- basic and diluted	116,554,229	8,590,839

~~The following~~See ~~Exhibits~~notes ~~are filed herewith pursuant~~ to ~~Item~~financial ~~601 of Regulation S-K or incorporated herein by reference to previous filings as noted:~~statements

Exhibit No.		Identification of Exhibit
3.1		Articles of Incorporation (1)
3.2		By-Laws (1)
10.1		Investment Agreement, dated May 17, 2010, between the Registrant and Dutchess Equity Fund, LP (2)
10.2		Registration Rights Agreement, dated May 17, 2010, between the Registrant and Dutchess Equity Fund, LP (2)
10.3		Amendment to the Investment Agreement, dated July 13, 2010, between the Registrant and Dutchess Equity Fund, LP (2)
10.4*		Exclusive Worldwide Reseller Agreement, dated August 27, 2010, with Edumedia Software Solutions Corporation
21.1*		Subsidiaries of Registrant
23.1*		Consent of M&K CPAs, PLLC
31.1*		Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
31.2*		Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

F-5

28Axiologix Education Corporation

* Filed herewith(A Development Stage Company)

~~(1)~~Condensed ~~Incorporated herein by reference to the registrant’s Registration~~ Statement onof ~~Form~~Changes ~~S-1~~in ~~filed~~Stockholders' ~~with the SEC on August 13, 2009.~~Deficit

(2) Incorporated herein by reference to the registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2010.


							Deficit
	Common stock		Common stock payable			Additional	accumulated during	Total
					Subscription	Paid-in	development	Stockholders'
	Shares	Amount	Shares	Amount	Receivable	Capital	stage	Deficit

Balance April 29, 2009 (Inception)	-	$ -	-	$ -	$ -	$ -	$ -	$ -

Common stock issued to founders ($0.02/Sh)	43,700,000	43,700	-	-	-	(43,700)	-	-

Common stock issued for cash ($0.02/Sh)	6,395,000	6,395	-	-	-	121,505	-	127,900

Common stock issued for services ($0.02/Sh)	18,000	18	-	-	-	342	-	360

Stock based compensation to founders	-	-	-	-	-	8,740	-	8,740

Net loss for the period April 29, 2009 (Inception ) to May 31, 2009	-	-	-	-	-	-	(174,179)	(174,179)

Balance May 31, 2009	50,113,000	50,113	-	-	-	86,887	(174,179)	(37,179)

Shares rescinded	(43,263,000)	(43,263)	-	-	-	43,263	-	-

Common stock issued for cash and subscription receivable ($0.02/Sh)	18,720,000	18,720	-	-	(30,000)	355,673	-	344,393

Common stock issued for executive compensation ($0.02/Sh)	35,990,980	35,991	-	-	-	683,829	-	719,820

Common stock issued for services ($0.02/Sh)	13,817,190	13,817	-	-	-	262,527	-	276,344

Common stock payable for services ($0.02/Sh)	-	-	7,500,000	150,000	-	-	-	150,000

Common stock payable for conversion of note payable and accrued interest ($0.02/Sh)	-	-	300,000	6,000	-	-	-	6,000

Common stock issued for cash ($0.066/Sh)	166,670	166	-	-	(6,000)	10,834	-	5,000

Units consisting of common stock and warrants issued for cash ($0.01/unit)	12,000,000	12,000	-	-	-	416,702	-	428,702

Common stock issued for services ($0.066/Sh)	250,000	250	-	-	-	16,250	-	16,500

Common stock issued pursuant to resellership agreement ($0.02/Sh and $0.066/Sh)	4,700,000	4,700	-	-	-	106,550	-	111,250

Common stock issued for services related to equity offering	454,545	455	-	-	-	(455)	-	-

Common stock issued for notes payable and accrued interest converted to stock	5,395,485	5,395	-	-	-	102,511	-	107,906

Common stock redeemed and cancelled	(1,473,485)	(1,473)	-	-	-	(96,427)	-	(97,900)

Equity offering costs	-	-	-	-	-	(28,498)	-	(28,498)

Net loss for the year ended May 31, 2010	-	-	-	-	-	-	(2,242,239)	(2,242,239)

Balance, May 31, 2010	96,871,385	$ 96,871	7,800,000	$ 156,000	$ (36,000)	$ 1,959,645	$ (2,416,418)	$ (239,902)

Cash received for subscription receivable	-	-	-	-	31,000	-	-	31,000

Uncollectible subscription receivable	-	-	-	-	5,000	-	-	5,000

Common stock issued for common stock payable	7,800,000	7,800	(7,800,000)	(156,000)	-	148,200	-	-

Common stock issued for conversion of note payable and accrued interest ($0.02/Sh)	7,704,560	7,705	-	-	-	146,336	-	154,041

Common stock issued for conversion of note payable and accrued interest ($0.066/Sh)	2,277,323	2,277	-	-	-	148,026	-	150,303

Common stock issued for cash ($0.066/Sh)	6,253,941	6,254	-	-	-	406,506	-	412,760

Common stock issued for cash ($0.04/Sh)	2,280,000	2,280	-	-	-	88,920	-	91,200

Common stock issued for cash ($0.02/Sh)	3,096,000	3,096	-	-	-	58,824	-	61,920

Common stock issued for cash ($0.01/Sh)	2,050,000	2,050	-	-	-	18,450	-	20,500

Common stock issued for services ($0.066/Sh)	13,523,700	13,524	-	-	-	879,040	-	892,564

Units consisting of common stock and warrants issued for cash ($0.033/unit)	2,206,060	2,206	-	-	-	414,627	-	416,833

Common stock issued for services ($0.11/Sh)	1,874,245	1,874	-	-	-	204,293	-	206,167

Common stock issued for services	10,063,159	10,063	-	-	-	725,274	-	735,337

Common stock issued pursuant to resellership agreement ($0.11/Sh)	6,000,000	6,000	-	-	-	654,000	-	660,000

Common stock issued pursuant to asset purchase agreement ($0.105/Sh)	10,000,000	10,000	-	-	-	1,040,000	-	1,050,000

Loss on settlement of debt	-	-	-	-	-	98,622	-	98,622

Beneficial conversion feature of convertible note payable	-	-	-	-	-	286,197	-	286,197

Settlement of derivative liability	-	-	-	-	-	(5,896)	-	(5,896)

Net loss for the year ended May 31, 2011	-	-	-	-	-	-	(5,632,704)	(5,632,704)

Balance, May 31, 2011	172,000,373	$ 172,000	-	$ -	$ -	7,271,064	$ (8,049,122)	$ (606,058)

~~Item~~See ~~15. Principal~~notes ~~Accountant~~to ~~Fees~~financial ~~and Services~~statements

On June 30, 2009, our Board of Directors approved the engagement of M&K CPAs, PLLC (“M&K”) to serve as our principal independent public accountant to audit our financial statements. Audit fees billed by our principal independent public accountants for services rendered for the audit of our annual financial statements and review of our quarterly financial statements included in Form 10F-Q for the last two fiscal years are presented below. Audit-related fees, tax fees, and other fees for services billed by our principal independent public accountant during each of the last two fiscal years are also presented in the following table:6

	Years Ended May 31,
	2010		2009
M&K CPAs, PLLC
Audit Fees	$	7,000	$	8,500
Audit-related fees (a)		-		-
Tax fees (b)		-		-
Registration Statement Fees		14,650		-
All other fees		-		-

AXIOLOGIX EDUCATION CORPORATION

(a)A ~~Audit-related~~Development ~~fees~~Stage ~~primarily include research services to validate certain accounting policies.~~Company)

~~(b)~~NOTES ~~Tax~~TO ~~fees~~FINANCIAL ~~include costs for the preparation of our corporate income tax return.~~STATEMENTS

~~Our~~NOTE ~~Board of~~1 ~~Directors~~– ~~established~~ORGANIZATION aAND ~~policy~~BUSINESS whereby the outside auditors are required to seek pre-approval on an annual basis of all audit, audit-related, tax and other services by providing a prior description of the services to be performed. For the year ended May 31, 2010, 100% of all audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by M&K was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.OPERATIONS

Axiologix Education Corporation was incorporated under the laws of Nevada, USA, on April 29, 2009. The Company has limited operations and in accordance with ASC 915, is considered a development stage company that has had no revenues from inception to date.

~~SIGNATURES~~Initial operations have included organization, capital formation, target market identification, and marketing plans. Management is planning to commence operation as educational software and services provider for school systems K-20 by focusing on raising student achievement through its research-based school design, uniquely aligned assessment systems, interactive professional development, integrated use of technology and other proven program features.

~~Pursuant to~~NOTE ~~the~~2 ~~requirements~~– ofSUMMARY ~~Section 13~~OF orSIGNIFICANT ~~15(d)~~ACCOUNTING ~~of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~POLICIES

Dated: August 30, 2010	AXIOLOGIX EDUCATION CORPORATION
	(Registrant)
	By:	/s/ John P. Daglis
		President, Chief Executive Officer, Treasurer, Chief Financial Officer and Director
		(Principal Executive Officer)

Basis of presentation

~~Pursuant to~~The ~~the~~accompanying ~~requirements~~financial ofstatements ~~the~~have ~~Securities Exchange Act of 1934, this report has~~ been ~~signed~~ ~~below~~prepared byin ~~the~~accordance ~~following~~with ~~persons~~accounting onprinciples ~~behalf~~generally ofaccepted ~~the Registrant and~~ in the ~~capacities~~ ~~and~~United onStates ~~the~~of ~~dates~~America ~~indicated~~("U.S. GAAP").

Signature	Title	Date
/s/ John P. Daglis	President, Chief Executive Officer, Treasurer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)	August 30, 2010
John P. Daglis
/s/ Dr. Wassim M. Ramadan	Director	August 30, 2010
Dr. Wassim M. Ramadan
/s/ Remigio Romito	Director	August 30, 2010
Remigio Romito
/s/ Dr. Rick Schafer	Director	August 30, 2010
Dr. Rick Schafer
/s/ Dr. Vytas B. Siliunas	Director	August 30, 2010
Dr. Vytas B. Siliunas

Forward stock split

~~SUPPLEMENTAL INFORMATION~~On TOOctober BE4, ~~FURNISHED~~2010, ~~WITH~~the ~~REPORTS~~Company ~~FILED~~completed a one-for-five forward stock split of the Company’s common stock and an increase in the number of authorized shares of common stock from 150,000,000 to 750,000,000. The share and per-share information disclosed within this Form 10-Q reflects the completion of this stock split and all historical periods have been retroactively restated.

~~PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS~~Reclassification

1.Certain Noamounts ~~annual~~from ~~report~~prior toperiods ~~security~~have ~~holders~~been ~~covering~~reclassified to conform to the ~~company’s~~current ~~fiscal~~period ~~year~~presentation. There ~~ended~~is ~~May~~no ~~31,~~effect ~~2010~~on net loss, ~~has~~cash ~~been~~flows ~~sent~~or asstockholders’ ofdeficit ~~the~~as ~~date~~a result of ~~this~~these ~~report~~reclassifications.

2.Use ~~No proxy soliciting material has been sent to the company’s security holders with respect to the 2009 annual meeting~~ of ~~security holders.~~estimates

3.The Ifpreparation ~~such~~of ~~report~~financial orstatements ~~proxy~~in ~~material~~conformity iswith ~~furnished~~accounting toprinciples ~~security~~generally ~~holders~~accepted ~~subsequent~~in the United States requires management to ~~the~~make ~~filing~~certain ofestimates ~~this~~and ~~Report~~assumptions onthat ~~Form~~affect ~~10-K,~~the amounts reported in the ~~company~~financial ~~will~~statements ~~furnish~~and ~~copies~~accompanying ofnotes. ~~such~~Estimates ~~material~~are adjusted to ~~the~~reflect ~~Commission~~actual atexperience when necessary. Significant estimates and assumptions affect many items in the ~~time~~financial itstatements. isThese ~~sent~~include estimates of fair value of common stock and related impact to ~~security~~stock-based ~~holders~~compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

30Cash and cash equivalents

~~ANNUAL REPORT~~The ONCompany ~~FORM~~considers ~~10-K~~all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at May 31, 2011 and 2010, respectively.

~~ITEM 7~~The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At May 31, 2011 and May 31, 2010, respectively, the balance did not exceed the federally insured limit.

~~FINANCIAL STATEMENTS~~F-7

~~FISCAL YEARS~~Risks ~~ENDED MAY 31, 2010~~ and ~~2009~~Uncertainties

~~AXIOLOGIX EDUCATION~~The ~~CORPORATION~~Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.

~~Egg Harbor~~Also ~~Township,~~see NJNote 3 regarding going concern matters.

~~AXIOLOGIX EDUCATION~~Derivative ~~CORPORATION~~Financial Instruments

Financial Statements		Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets – May 31, 2010 and 2009		F-3
Statements of Operations – For the Years Ended May 31, 2010 and 2009 and the for the period of inception, from April 29, 2009 through May 31, 2010		F-4
Statements of Cash Flows - For the Years Ended May 31, 2010 and 2009 and the for the period of inception, from April 29, 2009 through May 31, 2010		F-5
Statement of Stockholders’ Equity (Deficit) – For the period of inception, from April 29, 2009 through May 31, 2010		F-6
Notes to Financial Statements		F-7

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

~~F-1~~The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

~~REPORT OF~~Bifurcated ~~INDEPENDENT~~embedded ~~REGISTERED~~derivatives ~~PUBLIC~~are ~~ACCOUNTING~~initially ~~FIRM~~recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a lattice model for valuation of the derivative. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value.

To The discount from the ~~Board~~face value of ~~Directors~~the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method.

~~Axiologix Education~~Derivative ~~Corporation~~instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date.

~~(A Development~~Loss ~~Stage~~per ~~Enterprise)~~share

WeIn ~~have audited~~accordance ~~the~~with ~~accompanying~~accounting ~~balance~~guidance ~~sheets~~now ofcodified ~~Axiologix~~as ~~Education~~FASB ~~Corporation~~ASC ~~(a development~~Topic ~~stage~~260, “Earnings ~~enterprise~~per Share,” basic earnings (loss) asper ofshare ~~May~~is ~~31,~~computed ~~2010~~by ~~and~~dividing ~~2009,~~net ~~and~~income ~~the~~(loss) ~~related statements~~by weighted average number of ~~operations,~~shares ~~changes~~of incommon ~~stockholders'~~stock ~~deficit,~~outstanding ~~and~~during ~~cash~~each ~~flows~~period. Diluted ~~for the~~earnings ~~years~~(loss) ~~then~~per ~~ended.~~share ~~These~~is ~~financial~~computed ~~statements~~by ~~are~~dividing ~~the~~net ~~responsibility~~income of(loss) by the ~~Company's~~ ~~management.~~weighted ~~Our~~average ~~responsibility~~number isof toshares ~~express~~of ancommon ~~opinion~~stock, oncommon ~~these financial~~stock ~~statements~~equivalents ~~based~~and onpotentially ~~our~~dilutive ~~audit~~securities outstanding during the period.

~~We conducted~~Since ~~our audits in accordance with~~ the ~~standards of the Public~~ Company ~~Accounting~~ ~~Oversight~~reflected ~~Board~~a ~~(United~~net ~~States).~~loss ~~Those~~for ~~standards require that we plan and perform~~ the ~~audit~~year toended ~~obtain~~May ~~reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have~~31, ~~nor~~2011 ~~were~~and ~~we engaged to perform~~2010, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstancesrespectively, ~~but not for~~ the ~~purpose~~effect of ~~expressing~~considering ~~an opinion~~any oncommon ~~the~~stock ~~effectiveness of the Company's internal control over financial reporting. Accordingly~~equivalents, weif ~~express no such opinion. An audit also includes examining~~outstanding, onwould ahave ~~test~~been 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 presentationanti-dilutive. A Weseparate ~~believe~~computation ~~that~~of ~~our~~diluted ~~audit~~earnings ~~provides~~(loss) ~~a reasonable~~per ~~basis~~share ~~for~~is ~~our~~not ~~opinion~~presented.

InThe ~~our opinion~~company issued 2,206,060 units in the ~~financial~~year ~~statements~~ended ~~referred~~May to31, ~~above~~2011. Each ~~present~~unit ~~fairly,~~consists inof ~~all material~~one ~~respects,~~common ~~the~~share ~~financial~~and ~~position~~one ofwarrant. ~~Axiologix~~The ~~Education~~warrants ~~Corporation~~have as a strike price of ~~May~~$0.033 31per share, ~~2010~~vest ~~and 2009~~immediately, and ~~the~~have ~~results~~a one year term. The fair value of ~~its~~the ~~operations~~warrants was determined to be $189,930 ~~changes~~using ~~in stockholders'~~the ~~deficit~~Black-Scholes ~~and~~model. ~~cash~~Key ~~flows~~inputs ~~for~~used in the Black-Scholes ~~period~~valuation ~~described~~model ~~above~~were a ~~in conformity~~strike ~~with~~price ~~accounting~~of ~~principles~~$0.033, ~~generally~~term ~~accepted~~of one year, volatility of 134% to 209%, and a discount rate of 0.25% to 0.32%. No warrants were issued in ~~the~~2010. No ~~United~~warrants ~~States~~have been exercised as of ~~America~~ May 31, 2011.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had a loss from operations for the year ended May 31, 2010 and a working capital deficit at May 31, 2010, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Net loss per share - basic and diluted	$ (0.05)	$ (0.26)

Weighted average number of shares outstanding - basic and diluted	116,554,229	8,590,839

~~/s/ M&K~~The ~~CPAS,~~securities ~~PLLC~~ listed below were not included in the computation of diluted earnings per share as the effect from their conversion would have been anti-dilutive:

~~www.mkacpas.com~~F-8

Houston, Texas


	For the Year Ended
	May 31,
	2011	2010

Convertible notes payable	9,243,105	7,405,050

Outstanding warrants to purchase common stock	14,206,060	12,000,000

Total	23,449,165	19,405,050

~~August 30,~~Share ~~2010~~Based Payments

FGenerally, all forms of share-2based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as non-cash stock based compensation, which is an operating expense.

~~Axiologix Education~~Research ~~Corporation~~and Development Costs

The Company is engaged in ongoing research and development (~~A Development~~"R&D") ~~Stage~~activities. The Company accounts for R&D under standards issued by the Financial Accounting Standards Board ("FASB"). Under these standards, all R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. The amortization and depreciation for such capitalized assets are charged to R&D expenses.

~~Condensed Balance~~Beneficial ~~Sheets~~conversion features

	May 31, 2010			May 31, 2009
ASSETS
Current Assets
Cash	$	4,011		$	4,992
Prepaid expense		-			1,765
Due from related party		-			10,153
Total Current Assets		4,011			16,910
Total Assets	$	4,011		$	16,910
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	78,912		$	28,433
Accrued interest		31,101			656
Convertible notes payable		117,000			20,000
Due to related party		16,900			5,000
Total Liabilities		243,913			54,089
Stockholders' Deficit
Common stock, $0.001 par value; 150,000,000 shares authorized, 19,374,277 and 10,022,600 shares issued and outstanding, as of May 31, 2010 and May 31, 2009, respectively		19,374			10,023
Common stock payable, 1,560,000 and 0 shares issueable, as of May 31, 2010 and May 31, 2009, respectively		156,000			-
Common stock subscription receivable		(36,000	)		-
Additional paid-in capital		2,037,142			126,977
Accumulated deficit during the development stage		(2,416,418	)		(174,179	)
Total Stockholders' Deficit		(239,902	)		(37,179	)
Total Liabilities and Stockholders' Deficit	$	4,011		$	16,910

From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

~~See notes~~Intangible ~~to financial statements~~Assets

~~F-3~~Intangible assets acquired pursuant to the purchase agreement with Edumedia Software (See Note 7) are reported at their initial fair value less accumulated amortization. The intangible assets are amortized based on estimated useful lives of 15 years.

~~Axiologix~~Impairment ~~Education~~of ~~Corporation~~Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (~~A Development~~"ASC ~~Stage~~360-10"). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company) be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

~~Condensed Statements of Operations~~F-9

							For the Period From
	For the Year Ended			For the Period Ended			April 29, 2009 (Inception)
	May 31, 2010			May 31, 2009			to May 31, 2010
Revenue	$	-		$	-		$	-
Operating expenses
Selling, general and administrative		2,050,585			115,276			2,165,861
Research and development		133,450			58,500			191,950
Total operating expenses		2,184,035			173,776			2,357,811
Loss from operations		(2,184,035	)		(173,776	)		(2,357,811	)
Other (income) expense
Interest income		(1,847	)		(253	)		(2,100	)
Interest expense		60,051			656			60,707
Net loss	$	(2,242,239	)	$	(174,179	)	$	(2,416,418	)
Net loss per share - basic and diluted	$	(0.26	)	$	(0.02	)
Weighted average number of shares outstanding - basic and diluted		8,590,839			9,820,664

Revenue Recognition

~~See notes~~The toCompany ~~financial~~recognizes ~~statements~~revenue in accordance with accounting principles generally accepted in the United States of America. The Company’s current revenue stream consists of marketing consulting services. Consulting services are sold on a fixed fee or time-and-materials basis. Revenue is recognized when the services are performed.

~~F-4~~Revenues are recognized when persuasive evidence of an arrangement exists, the fees to be paid by the customer are fixed or determinable, collection of the fees is probable, delivery of the service and or product has occurred, and no other significant obligations on the part of the Company remain.

~~Axiologix~~In ~~Education~~future ~~Corporation~~periods, the Company plans to recognize most of its revenue in accordance with software industry specific GAAP.

~~(A Development~~Prepaid ~~Stage Company)~~Expenses

~~Condensed Statements~~The Company has capitalized pre-payments pursuant to consulting agreements. The prepaid expenses are amortized over the term of ~~Cash~~the ~~Flows~~consulting agreements.

	For the Year Ended			For the Period From			For the Period From
	May 31, 2010			April 29, 2009 (Inception) to May 31, 2009			April 29, 2009 (Inception) to May 31, 2010
Cash Flows From Operating Activities:
Net Loss	$	(2,242,239	)	$	(174,179	)	$	(2,416,418	)
Adjustment to reconcile net loss to net cash used in operations
Non-cash stock based compensation		1,321,364			9,100			1,330,464
Common stock issued persuant to reseller agreement		111,250			-			111,250
Common stock issuable for services		150,000			-			150,000
Changes in operating assets and liabilities:
Prepaid expense		1,765			(1,765	)		-
Due from related party		10,153			(10,153	)		-
Accounts payable and accrued expenses		50,479			28,433			78,912
Accrued Interest		65,052			656			65,708
Net Cash Used In Operating Activities		(532,176	)		(147,908	)		(680,084	)
Cash Flows From Financing Activities:
Equity offering costs		(28,498	)		-			(28,498	)
Borrowings to related parties		16,900			5,000			21,900
Repayments from related party loan		(5,000	)		-			(5,000	)
Proceeds from issuance of note payable		179,500			20,000			199,500
Payment of note payable		(3,200	)		-			(3,200	)
Proceeds from issuance of units		120,000			-			120,000
Common stock redeemed and cancelled		(97,900	)		-			(97,900	)
Proceeds from sale of common stock		349,393			127,900			477,293
Net Cash Provided by Financing Activities		531,195			152,900			684,095
Net Increase (Decrease) in Cash		(981	)		4,992			4,011
Cash at Beginning of Period		4,992			-			-
Cash at End of Period	$	4,011		$	4,992		$	4,011
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Common shares rescinded	$	8,653		$	-		$	8,653
Common stock issued and stock owed for conversion of notes payable and accrued interest	$	113,906		$	-		$	113,906
Subscription receivable for common shares issued	$	36,000		$	-		$	36,000

Income Taxes

~~See notes~~The toCompany accounts for income taxes in accordance with standards of disclosure propounded by the FASB, and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the financial ~~statements~~statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized.

~~F-5~~No provision for income taxes has been recorded due to the net operating loss carryforwards totaling approximately $4,291,103 as of May 31, 2011 that will be offset against future taxable income. The available net operating loss carry forwards of approximately $4,291,103 expire in various years through 2029. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused. There were no uncertain tax positions taken by the Company.

~~Axiologix~~Deferred ~~Education~~tax ~~Corporation~~asset and the valuation account is as follows:

(A Development Stage Company)

		May 31,
		2011	2010

Deferred tax asset:
NOL Carryforward	$	1,458,051	283,486
Valuation allowances		(1,458,051)	(283,486)
Total	$	-	-

The components of income tax epense are as follows:

Current Federal Tax	$	-	-
Current State Tax		-	-
Change in NOL benefit		1,174,565	227,353
Change in valuation allowance		(1,174,565)	(227,353)
	$	-	-

~~Condensed Statement of Changes in Stockholders' Deficit~~F-10

																	Deficit
	Common stock						Common stock payable							Additional			accumulated during			Total
											Subscription			Paid-in			development			Stockholders'
	Shares			Amount			Shares		Amount		Receivable			Capital			stage			Deficit
Balance April 29, 2009 (Inception)		-		$	-			-	$	-	$	-		$	-		$	-		$	-
Common stock issued to founders ($0.10/Sh)		8,740,000			8,740			-		-		-			(8,740	)		-			-
Common stock issued for cash ($0.10/Sh)		1,279,000			1,279			-		-		-			126,621			-			127,900
Common stock issued for services ($0.10/Sh)		3,600			4			-		-		-			356			-			360
Stock based compensation to founders		-			-			-		-		-			8,740			-			8,740
Net loss for the period April 29, 2009 (Inception ) to May 31, 2009		-			-			-		-		-			-			(174,179	)		(174,179	)
Balance May 31, 2009		10,022,600			10,023			-		-		-			126,977			(174,179	)		(37,179	)
Shares rescinded		(8,652,600	)		(8,653	)		-		-		-			8,653			-			-
Common stock issued for cash and subscription receivable ($0.10/Sh)		3,744,000			3,744			-		-		(30,000	)		370,649			-			344,393
Common stock issued for executive compensation ($0.10/Sh)		7,198,196			7,198			-		-		-			712,621			-			719,820
Common stock issued for services ($0.10/Sh)		2,763,438			2,763			-		-		-			273,580			-			276,344
Common stock payable for services ($0.10/Sh)		-			-			1,500,000		150,000		-			-			-			150,000
Common stock payable for conversion of note payable and accrued interest ($0.10/Sh)		-			-			60,000		6,000		-			-			-			6,000
Common stock issued for cash ($0.33/Sh)		33,334			33			-		-		(6,000	)		10,967			-			5,000
Units consisting of common stock and warrants issued for cash ($0.05/unit)		2,400,000			2,400			-		-		-			426,302			-			428,702
Common stock issued for services ($0.33/Sh)		50,000			50			-		-		-			16,450			-			16,500
Common stock issued pursuant to resellership agreement ($0.10/Sh and $0.33/Sh)		940,000			940			-		-		-			110,310			-			111,250
Common stock issued for services related to equity offering		90,909			91			-		-		-			(91	)		-			-
Common stock issued for notes payable and accrued interest converted to stock		1,079,097			1,079			-		-		-			106,827			-			107,906
Common stock redeemed and cancelled		(294,697	)		(295	)		-		-		-			(97,605	)		-			(97,900	)
Equity offering costs		-			-			-		-		-			(28,498	)		-			(28,498	)
Net loss for the year ended May 31, 2010		-			-			-		-		-			-			(2,242,239	)		(2,242,239	)
Balance, May 31, 2010		19,374,277		$	19,374			1,560,000	$	156,000	$	(36,000	)	$	2,037,142		$	(2,416,418	)	$	(239,902	)

Recent Accounting Pronouncements

~~See notes~~In December 2010, the FASB issued FASB ASU No. 2010-28, "When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts," which is now codified under FASB ASC Topic 350, "Intangibles - Goodwill and Other." This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units' goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. This ASU is not expected to have any material impact to the Company's consolidated financial statements.

FIn December 2010, the FASB issued FASB ASU No. 2010-629, "Disclosure of Supplementary Pro Forma Information for Business Combinations," which is now codified under FASB ASC Topic 805, "Business Combinations." A public entity is required to disclose pro forma data for business combinations occurring during the current reporting period. This ASU provides amendments to clarify the acquisition date to be used when reporting the pro forma financial information when comparative financial statements are presented and improves the usefulness of the pro forma revenue and earnings disclosures. If a public company presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) which occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The supplemental pro forma disclosures required are also expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. FASB ASU No. 2010-29 is effective on a prospective basis for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The adoption of this ASU is not expected to have a material effect on the Company's consolidated statement of financial position, results of operations or cash flows.

~~AXIOLOGIX EDUCATION~~In ~~CORPORATION~~May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This update clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011, which for the Company is January 1, 2012. The Company does not expect that adopting this update will have a material impact on its consolidated financial statements.

~~(A Development~~NOTE ~~Stage~~3 ~~Company)~~– GOING CONCERN

~~NOTES TO~~As ~~FINANCIAL~~reflected ~~STATEMENTS~~in the accompanying financial statements, the Company has a net loss of $5,632,704 and net cash used in operations of $859,791 for the year ended May 31, 2011. The Company had a working capital deficit of $606,058 and a stockholders’ deficit of $8,049,122 at May 31, 2011.

~~NOTE 1~~The –Company ~~ORGANIZATION~~plans ~~AND~~to ~~BUSINESS~~seek ~~OPERATIONS~~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.

~~Axiologix Education~~These ~~Corporation~~factors, ~~was~~among ~~incorporated~~others, ~~under~~raise doubt about the ~~laws~~Company’s ofability ~~Nevada,~~to ~~USA,~~continue onas ~~April 29,~~a ~~2009~~going concern. The ~~Company~~accompanying ~~has~~financial ~~limited~~statements ~~operations~~do not include any adjustments related to recoverability and inclassification ~~accordance~~of ~~with~~asset ~~ASC 915,~~carrying isamounts ~~considered~~or athe ~~development~~amount ~~stage~~and ~~company~~classification of liabilities that ~~has~~might ~~had~~result noshould ~~revenues~~the ~~from inception~~Company be unable to ~~date~~continue as a going concern.

~~Initial operations~~The ~~have~~ability ~~included~~of ~~organization,~~the ~~capital~~Company ~~formation,~~to ~~target~~emerge ~~market identification,~~from ~~and~~the ~~marketing~~development ~~plans. Management~~stage is ~~planning~~dependent toupon ~~commence operation~~the asCompany's ~~educational~~successful ~~software~~efforts ~~and~~to ~~services~~raise ~~provider~~sufficient ~~for~~capital school systems K-20 by focusing on raising student achievement through its research-based school design, uniquely aligned assessment systems, interactive professional development, integrated use of technology and ~~other~~then ~~proven~~attaining ~~program features~~profitable operations.

~~NOTE 2~~In –response ~~SUMMARY~~to OFthese ~~SIGNIFICANT~~problems, ~~ACCOUNTING~~management ~~POLICIES~~has planned the following actions:

~~Basis of~~· ~~presentation~~Management intends to raise additional funds through public or private placement offerings.

~~The accompanying~~·Management ~~financial~~is ~~statements~~currently ~~have~~formulating ~~been~~plans ~~prepared~~with inits ~~accordance~~educational ~~with accounting~~software ~~principles~~developers ~~generally~~to ~~accepted~~generate insales. There ~~the~~can ~~United~~be ~~States~~no assurances, however, that management’s expectations of ~~America~~ future sales will be realized.

~~Reclassification~~F-11

~~Certain amounts~~NOTE ~~from~~4 ~~prior~~– ~~periods~~FAIR ~~have been reclassified to conform to the current period presentation. There is no effect on net loss, cash flows or stockholders’ deficit as a result of these reclassifications.~~VALUE

~~Use of~~The ~~estimates~~Company has categorized its assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP. All assets and liabilities are recorded at historical cost which approximates fair value, and therefore, no items were valued according to these inputs.

The ~~preparation~~ oflevels financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include estimates of fair value ~~of common~~hierarchy ~~stock~~are ~~and~~as ~~related impact to stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.~~follows:

~~Cash and~~· ~~cash~~Level ~~equivalents~~1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

~~The Company~~· ~~considers~~Level ~~all~~2 ~~highly~~inputs ~~liquid~~utilize ~~instruments~~other-than-quoted ~~purchased~~prices ~~with~~that aare ~~maturity~~observable, ~~of three~~either ~~months~~directly or ~~less~~indirectly. toLevel be2 ~~cash~~inputs ~~equivalents. There~~include ~~were~~quoted noprices ~~cash equivalents~~for atsimilar ~~May~~assets 31and liabilities in active markets, ~~2010~~and inputs such as interest rates and ~~2009,~~yield ~~respectively.~~curves that are observable at commonly quoted intervals; and

~~The Company~~· ~~minimizes~~Level ~~its~~3 ~~credit~~inputs ~~risk~~are ~~associated~~unobservable ~~with~~and ~~cash~~are bytypically ~~periodically evaluating~~based ~~the~~on ~~credit~~our ~~quality~~own ofassumptions, ~~its~~including ~~primary~~situations ~~financial~~where ~~institution. The balance~~there atis ~~times may exceed federally insured limits. At May 31~~little, ~~2010~~if ~~and May 31~~any, ~~2009,~~market ~~respectively, the balance did not exceed the federally insured limit~~activity.

~~F-7~~In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

~~Risks~~ Both observable and ~~Uncertainties~~unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. All assets and liabilities are at cost which approximates fair value and there are not items that were required to be valued on a non recurring basis.

The ~~Company's~~ ~~operations~~Following ~~are~~liability ~~subject~~was tovalued ~~significant~~at ~~risk~~fair ~~and~~value ~~uncertainties~~as ~~including financial,~~of ~~operational,~~May ~~technological~~31, ~~and~~2011. ~~regulatory~~No ~~risks~~other ~~including~~items ~~the potential~~were ~~risk~~valued at fair value on a recurring basis as of ~~business~~May ~~failure~~31, 2011 or 2010.

~~Also~~ Carrying Fair ~~see Note~~Value Measurments Using Value Level 1 Level 2 Level 3 Total Derivative ~~regarding~~liabilities $ 77,609 ~~going~~$ - ~~concern~~$ - $ 77,609 $ 77,609 Totals $ - ~~matters.~~$ - $ 77,609 $ 77,609

~~Loss per~~NOTE ~~share~~5 – CONVERTIBLE NOTES PAYABLE

~~In accordance~~On ~~with~~April ~~accounting~~9, ~~guidance~~2009, ~~now~~the ~~codified~~Company asentered ~~FASB~~into ~~ASC~~a ~~Topic 260, “Earnings~~Secured ~~per Share~~Promissory Note with an individual for a loan of $20,”000. ~~basic~~The ~~earnings~~note ~~(loss)~~carries ~~per~~an ~~share~~annual isinterest ~~computed~~rate byof ~~dividing~~20%, ~~net income~~and ~~(loss)~~was bydue ~~weighted~~on ~~average~~August ~~number~~12, of2010. On ~~shares~~August 16, 2010, the Company entered into an amendment of ~~common~~the ~~stock~~Note ~~outstanding during~~whereby ~~each~~the ~~period~~fixed conversion price was reduced from $0. ~~Diluted~~066 ~~earnings~~to ~~(loss)~~$0.02 per share. The isnote ~~computed~~holder ~~by dividing~~converted ~~net~~this ~~income~~debt ~~(loss)~~and byaccrued interest for common shares at $0.02 per share after the ~~weighted~~amendment. The ~~average~~company ~~number~~recorded a loss on settlement of ~~shares~~debt of ~~common stock~~$98,622 ~~common~~during ~~stock~~the ~~equivalents~~year ~~and~~ended ~~potentially~~May ~~dilutive~~31, ~~securities~~2011 ~~outstanding during~~for the ~~period~~fair value of the additional common shares issuable pursuant to this amendment.

~~Since~~During the year ended May 31, 2011, the Company ~~reflected~~entered ainto ~~net~~certain ~~loss~~Secured Promissory Notes with third parties for a total of $73,500. The notes carry monthly interest rates ranging from 5%-10% compounding 30-360 days and are convertible to common stock at the ~~year~~rate ~~ended~~of ~~May~~$0.066 ~~31,~~per ~~2010~~share. The Company has evaluated the conversion feature of the notes and ~~2009~~determined that there was a $50, ~~respectively,~~288 beneficial conversion feature on certain notes as the ~~effect~~fixed conversion price of ~~considering~~$0.066 ~~any~~was less than the fair value of the common stock ~~equivalents,~~at ~~if outstanding,~~the ~~would~~time ~~have~~of ~~been~~issuance. The ~~anti-dilutive~~beneficial conversion feature was recorded as a debt discount on the accompanying balance sheet. A These ~~separate~~notes ~~computation~~were ~~of diluted~~converted ~~earnings~~to ~~(loss)~~common ~~per~~stock ~~share~~during isthe ~~not~~nine ~~presented~~months ended May 31, 2011.

~~The company~~During ~~issued 2,400,000 warrants in~~ the year ended May 31, ~~2010.~~2011, ~~The~~the ~~warrants have~~Company aentered ~~strike~~into ~~price~~certain Secured Promissory Notes with third parties for a total of $047,000.05 The ~~per~~notes ~~share,~~carry ~~vest~~monthly ~~immediately,~~interest rates of 58% per annum and ~~have~~are aconvertible ~~one~~to ~~year term~~common stock at the rate of $0.04 per share. The ~~fair~~Company ~~value~~has evaluated the conversion feature of the ~~warrants~~notes ~~was~~and determined tothat bethere was a $~~188~~26,~~702~~500 ~~using~~beneficial ~~the Black-Scholes~~conversion ~~model.~~feature ~~Key~~on ~~inputs~~certain ~~used~~notes inas the ~~Black-Scholes valuation~~fixed ~~model were a~~conversion ~~strike~~ price of $0.~~05,~~04 ~~term~~was ofless ~~one~~than ~~year,~~the ~~volatility~~ fair value of ~~291.91%, and~~the acommon ~~discount~~stock ~~rate~~at the time of 0issuance.~~40%. No~~ The ~~warrants~~beneficial ~~were~~conversion ~~issued~~feature inwas ~~2009. No warrants~~recorded ~~have~~as ~~been~~a ~~exercised~~debt asdiscount on the accompanying balance sheet. The majority of ~~August~~these 30notes remain outstanding at May 31, ~~2010~~2011.

Net loss per share - basic and diluted	$	(0.26	)	$	(0.02	)
Weighted average number of shares outstanding
- basic and diluted		8,590,839			9,797,019

During the year ended May 31, 2011, the Company entered into Secured Promissory Notes with related parties for a total of $19,000. The notes carry interest rates of 58% per annum and are convertible to common stock at the rate of $0.04 per share. The Company has evaluated the conversion feature of the notes and determined there was no beneficial conversion feature on certain notes as the fixed conversion price of $0.04 was greater than the fair value of the common stock at the time of issuance. . These notes remain outstanding at May 31, 2011.

During the year ended May 31, 2011, the Company entered into a Secured Promissory note with a third party for a total of $11,500. The ~~securities~~ ~~listed~~note ~~below~~carries ~~were~~weekly ~~not~~interest ~~included~~rate inof 10% compounding 7 days and is convertible to common stock at the ~~computation~~rate of ~~diluted~~$0.066 ~~earnings~~ per share. The Company has evaluated the conversion feature of the notes and determined that there was a $9,410 beneficial conversion feature on the note as the ~~effect~~fixed ~~from~~conversion ~~their~~price of $0.066 was less than the fair value of the common stock at the time of issuance. The beneficial conversion ~~would~~feature ~~have~~was ~~been anti-dilutive:~~recorded as a debt discount on the accompanying balance sheet. This note was converted to common stock during the nine months ended May 31, 2011.

	For the Year Ended
	May 31,
	2010		2009
Convertible notes payable		1,481,010		206,560
Outstanding warrants to purchase common stock		2,400,000		-
Total		3,881,010		206,560

During the year ended May 31, 2011, the Company entered into a Secured Promissory note with a third party for a total of $45,000. The note carries an annual interest rate of 8% and is convertible into common stock at a variable conversion rate. The conversion feature is available 180 days after closing. The variable conversion rate is 58% of the average of the three lowest closing bid prices of the Company’s common stock during the previous 10 trading days from the notice of conversion. Based on the variable conversion price, this note was determined to have an embedded derivative liability. (See note 10). This note remains outstanding at May 31, 2011.

~~F-8~~During the year ended May 31, 2011, the Company entered into a Secured Promissory note with a third party for a total of $25,000. The note carries an interest rate of 20% per annum and is convertible to common stock at the lessor of $.02 or 70% of the average closing price of the previous 20 trading days. Based on the variable conversion price, this note was determined to have an embedded derivative liability. (See note 10). This note remains outstanding at May 31, 2011.

~~Share Based~~On ~~Payments~~September 7, 2010, the Company entered into Convertible Promissory Notes pursuant to two consulting agreements with third parties. The notes carry an annual interest rate of 15% and are convertible into common stock at a variable conversion rate. The variable conversion rate is 50% of the lowest closing price for the Company’s common stock during the previous 20 trading days from the notice of conversion. The note holders agreed that they will not submit conversion notices or enforce conversion rights requiring the Company to issue a number of common shares which exceeds the unissued authorized common shares of the Company. The Company has evaluated the conversion feature of the notes and determined that there was a $200,000 beneficial conversion feature on these notes as the conversion price was less than the fair value of the common stock at the time of issuance. The beneficial conversion feature was recorded as a debt discount on the accompanying balance sheet. The Convertible Promissory Notes have a maturity date of March 15, 2011 and remain outstanding at May 31, 2011. As of May 31, 2011, these notes are considered to be in default.

~~Generally, all~~During ~~forms~~the ofyear ~~share-based~~ended ~~payments~~May 31, ~~including~~2011, ~~stock~~the ~~option~~Company ~~grants~~converted $117,000 ~~restricted stock~~of ~~grants~~Secured ~~and~~Promissory Notes into common stock ~~appreciation~~at ~~rights,~~a ~~are~~$0.02 ~~measured~~conversion atprice ~~their~~plus ~~fair~~accrued ~~value~~interest on of $37,041 resulting in the ~~awards’~~issuance ~~grant~~of ~~date~~7,704,560 ~~and~~common ~~based~~shares. Additionally, on the ~~estimated~~Company ~~number~~converted $85,000 of ~~awards~~Secured ~~that~~Promissory ~~are ultimately~~Notes ~~expected~~into tocommon ~~vest. Share-based~~stock ~~payment~~at ~~awards~~a ~~issued~~$0.066 ~~to non-employees~~conversion ~~for~~price ~~services~~plus ~~rendered~~accrued ~~are~~interest ~~recorded~~of at$65,303 ~~either~~resulting in the ~~fair~~issuance ~~value~~ of ~~the services~~2,277,323 ~~rendered~~common orshares. Conversions ~~the~~were ~~fair~~according ~~value~~to of the ~~share-based~~terms ~~payment,~~of ~~whichever~~the ~~is more~~convertible ~~readily~~note ~~determinable. The~~agreements ~~expense~~so ~~resulting~~no ~~from~~gain ~~share-based~~or ~~payments are~~loss was recorded asat ~~non-cash~~the ~~stock~~time ~~based~~of ~~compensation,~~conversion. ~~which~~(See isNote ~~a operating expense~~6).

~~Research and Development Costs~~F-12

The Company is engaged in ongoing research and development ("R&D") activities. The Company accounts for R&D under standards issued by the Financial Accounting Standards Board ("FASB"). Under these standards, all R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. The amortization and depreciation for such capitalized assets are charged to R&D expenses.

		Principal Balance		Less Discount		Carrying Amount
Convertible notes payable - May 31, 2010	$	117,000	$	-	$	117,000
Issuance of convertible notes		402,00		(286,736)		115,264
Authorization of debt discount and beneficial conversion feature		-		225,173		225,173
Conversion of notes payable		(209,000)		-		(209,000)
Conversion of notes payable - May 31, 2011	$	310,000	$	(61,563)	$	248,437

~~Income Taxes~~As of May 31, 2011 and May 31, 2010, the Company had accrued interest payable of $31,980 and $31,101, respectively. Interest expense totaled $397,491 and $60,051 for the years ended May 31, 2011 and 2010, respectively.

~~The Company~~NOTE ~~accounts~~6 ~~for~~– ~~income~~STOCKHOLDERS’ taxes in accordance with standards of disclosure propounded by the FASB, and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized.DEFICIT

~~No provision~~On ~~for~~October ~~income~~4, ~~taxes~~2010, ~~has been recorded due to~~ the ~~net~~Company ~~operating~~completed ~~loss carryforwards~~a one-for-five ~~totaling~~forward ~~approximately~~stock ~~$833,782~~split as of ~~May~~the ~~31,~~Company’s ~~2010~~common ~~that~~stock ~~will~~and ~~be offset~~an ~~against~~increase ~~future~~in ~~taxable~~the ~~income. The~~number ~~available~~of ~~net~~authorized ~~operating~~shares ~~loss carry~~of ~~forwards~~common ofstock ~~approximately~~from ~~$833~~150,~~782~~000,000 ~~expire~~to ~~in various years through 2029~~750,000,000. No The ~~tax~~payment ~~benefit~~date ~~has~~for ~~been reported in~~ the ~~financial~~stock ~~statements~~split ~~because the~~was ~~Company~~October ~~believes~~15, ~~there~~2010 isto aholders ~~50%~~of orrecord ~~greater~~as ~~chance~~of ~~the~~October ~~carry~~4, ~~forwards will expire unused~~2010. ~~There were no uncertain tax positions taken by the Company.~~

~~F-9~~The Company is authorized to issue up to 750,000,000 shares of its $0.001 common stock. At May 31, 2011, there were 172,000,373 shares issued and outstanding. At May 31, 2010, there were 96,871,385 shares issued and outstanding.

~~Deferred tax~~As ~~asset~~of May 31, 2009, the Company issued 43,700,000 shares of common stock to its founders at par. 43,263,000 shares were rescinded in fiscal year 2010 and the ~~valuation~~difference ~~account~~of is437,000 shares were valued at $0.02 and recorded as ~~follows:~~stock-based compensation during the period ended May 31, 2009.

	May 31,
	2010			2009
Deferred tax asset:
NOL Carryforward	$	283,486		$	56,127
Valuation allowances		(283,486	)		(56,127	)
Total	$	-		$	-
The components of income tax expense are as follows:
Current Federal Tax	$	-		$	-
Current State Tax		-			-
Change in NOL benefit		227,359			56,127
Change in valuation allowance		(227,359	)		(56,127	)
	$	-		$	-

During the period ended May 31, 2009, the Company entered into stock purchase agreements with various accredited investors for the sale of 6,395,000 shares of its common stock at a purchase price of $0.02 per share generating proceeds of $127,900.

~~Recent Accounting~~During ~~Pronouncements~~the period ended May 31, 2009, the Company issued 18,000 shares of common stock for services. The value of the shares was $360 or $0.02 per share which was the price of the most recent sale of the Company’s stock at the time of issuance.

~~In April 2009,~~During the ~~FASB~~year ~~issued~~ended ~~guidance~~May ~~now codified as FASB ASC Topic 820~~31, ~~“Fair~~ ~~Value Measurements and Disclosures~~2010,~~” which~~ ~~amends~~the ~~previous~~Company ~~guidance~~entered tointo ~~require~~stock ~~disclosures about~~purchase ~~fair~~agreements ~~value~~with ofvarious ~~financial~~accredited ~~instruments~~investors infor ~~interim as well as annual financial statements in~~ the ~~current~~sale ~~economic~~of ~~environment. This pronouncement was effective for periods ending after June 15~~18,720,000 ~~2009. The~~shares ~~adoption~~ of ~~this~~ ~~pronouncement~~its ~~did~~common ~~not~~stock ~~have~~at a ~~material~~purchase ~~impact~~price onof ~~the~~$0.02 ~~Company’s~~per ~~business, financial~~share ~~condition~~generating orproceeds ~~results~~ of ~~operations; however~~$344,393 ~~these~~and ~~provisions~~a ofsubscription ~~FASB ASC~~receivable ~~Topic 820 resulted in additional disclosures with respect to the fair value~~ of ~~the Company’s financial instruments~~$30,000.

~~In May 2009,~~During the ~~FASB~~year ~~issued~~ended ~~guidance~~May ~~now codified as FASB ASC Topic 855~~31, ~~“Subsequent~~ ~~Events~~2010,~~” which~~ ~~establishes~~the ~~general~~Company ~~standards~~issued ~~of accounting for~~35,990,980 ~~and~~shares ~~disclosures~~ of~~, events~~ ~~that~~common ~~occur~~stock ~~after~~for ~~the~~executive ~~balance~~compensation. The ~~sheet~~shares ~~date~~were ~~but~~valued ~~before~~at ~~financial~~$0.02 ~~statements are~~per ~~issued~~share orat ~~are~~the ~~available~~time toissuance bewhich ~~issued. This pronouncement~~ was ~~effective for~~the ~~interim~~price orof ~~fiscal~~the ~~periods~~most ~~ending~~recent ~~after~~sale ~~June 15, 2009. The adoption~~ of ~~this pronouncement did not have a material impact on~~ the Company’s ~~business,~~ ~~results~~stock ofat ~~operations or financial position; however,~~ the ~~provisions~~ time of ~~FASB~~issuance ~~ASC~~and ~~Topic~~accordingly ~~855~~the ~~resulted~~Company inrecorded ~~additional~~$719,820 ~~disclosures~~of ~~with~~stock ~~respect~~based ~~to subsequent events~~compensation.

~~In June 2009,~~During the ~~Financial~~year ~~Accounting~~ended ~~Standards~~May ~~Board (FASB) issued guidance now codified as FASB Accounting Standards Codification (ASC) Topic 105~~31, ~~“Generally Accepted Accounting Principles~~2010,” as the ~~single~~Company ~~source~~issued ~~of authoritative non-governmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP~~13,817,190 ~~but~~shares ~~is intended~~of tocommon ~~simplify~~stock ~~user~~for ~~access to all authoritative U~~services.S. The ~~GAAP~~shares bywere ~~providing~~valued ~~all authoritative~~at ~~literature related to a particular topic in one place~~$0. ~~All existing~~02 ~~accounting~~per ~~standard~~share ~~documents~~at ~~will be superseded and all other accounting literature not included in~~ the ~~FASB~~time ~~Codification~~issuance ~~will~~which bewas ~~considered non-authoritative. These provisions of FASB ASC Topic 105 were effective for interim and annual periods ending after September 15, 2009 and, accordingly, were effective for~~ the ~~Company~~price ~~for the current fiscal reporting period. The adoption~~ of ~~this pronouncement did not have an impact on~~ the ~~Company’s~~ ~~business,~~most ~~financial~~recent ~~condition~~sale ~~or results~~ of ~~operations, but will impact~~ the Company’s ~~financial~~stock ~~reporting~~at ~~process by eliminating all references to pre-codification standards. On~~ the ~~effective~~time ~~date~~ of ~~FASB~~issuance ~~ASC~~and ~~Topic 105,~~accordingly the ~~Codification~~Company ~~superseded~~recorded ~~all then-existing non-SEC accounting and reporting standards~~$276,344 ~~and~~of ~~all~~stock ~~other~~based ~~non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative~~compensation.

~~F-10~~During the year ended May 31, 2010, the Company entered into stock purchase agreements with various accredited investor for the sale of 166,670 shares of its common stock at a purchase price of $0.066 per share generating proceeds of $5,000 and a subscription receivable of $6,000.

In January 2010, the Financial Accounting Standards Board ("FASB") issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update became effective for the Company with the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting period beginning January 1, 2011. The Company will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company's consolidated financial statements.F-13

~~NOTE 3~~During –the ~~GOING~~year ~~CONCERN~~ended May 31, 2010, the Company entered into unit purchase agreements with Directors and Officers of the Company at $0.01 per unit. Each unit consists of one common share and one warrant. 12,000,000 units were sold generating proceeds of $120,000. The fair value of the common stock was $240,000 or $0.02 per share. The warrants were valued at $188,702 according to the Black-Scholes model. Because the selling price of the unit (common shares and warrants) were determined to be below fair market value and the units were issued to Directors and Officers, the Company recorded stock based compensation expense of $308,702 for the incremental difference between the sales price of the unit and the fair market value of common stock and warrants.

~~As reflected~~During in the ~~accompanying~~year ~~financial~~ended ~~statements~~May 31, 2010, the Company ~~has~~issued a250,000 ~~net~~shares ~~loss~~ of ~~$2,242,239~~common ~~and~~stock ~~net~~for ~~cash~~services ~~used~~valued inat ~~operations~~$0.066 ofper ~~$532,176~~share. The ~~for~~value of the ~~year~~shares ~~ended~~was ~~May 31, 2010~~$0. ~~The~~066 ~~Company~~per ~~had~~share awhich ~~working~~was ~~capital~~the ~~deficit~~price of ~~$239,902~~the ~~and~~most ~~a stockholders~~recent sale of the Company’s ~~deficit~~stock at the time of issuance. The Company recorded $216,~~416,418~~500 atof ~~May~~stock ~~31,~~based ~~2010~~compensation for these issuances.

~~The~~ During the year ended May 31, 2010, the Company ~~may~~issued ~~seek~~4,325,000 ~~additional~~shares ~~funds~~to Edumedia pursuant to ~~finance~~the ~~its~~exclusive ~~immediate~~resellership ~~and~~agreement. At ~~long-term operations~~the ~~through~~time ~~debt~~of ~~and/or~~issuance, ~~equity~~it ~~financing. The~~was ~~successful~~determined ~~outcome~~that the fair value of ~~future~~ ~~financing~~the ~~activities~~common ~~cannot~~stock bewas ~~determined~~$0.02 atper ~~this~~share, ~~time~~accordingly, ~~and~~the ~~there~~Company isrecorded ~~no assurance~~a ~~that~~stock ifbased ~~achieved~~compensation expense of $86,500. The value of the shares was $0.02 per share which was the price of the most recent sale of the Company’s ~~will~~stock ~~have~~at ~~sufficient~~the ~~funds~~time toof ~~execute its~~issuance. The ~~intended~~agreement ~~business~~entailed ~~plan~~no ordisincentive ~~generate~~for ~~positive~~non-performance ~~operating~~therefore ~~results~~these shares were expensed upon issuance.

~~These factors,~~During ~~among others, raise doubt about~~ the ~~Company’s~~year ~~ability~~ended toMay ~~continue~~31, as2010, ~~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 beincurred ~~unable~~$28,498 toin ~~continue~~equity asoffering ~~a going concern~~costs.

~~The ability~~During ofthe year ended May 31, 2010, the Company issued an additional 375,000 shares to ~~emerge~~Edumedia ~~from~~pursuant to the ~~development~~exclusive ~~stage~~resellership isagreement. At ~~dependent~~the ~~upon~~ time of issuance, it was determined that the fair value of the common stock was $0.066 per share, accordingly, the Company's ~~successful~~recorded ~~efforts~~a tostock ~~raise~~based ~~sufficient~~compensation ~~capital~~expense ~~and~~of ~~then~~$24,750. The ~~attaining profitable~~value ~~operations~~of the shares was $0.066 per share which was the price of the most recent sale of the Company’s stock at the time of issuance.

The Company entered into an Investment Agreement with Dutchess Opportunity Fund, II, L.P. (“Dutchess”) on May 17, 2010 and an amendment to that Agreement on July 13, 2010 (collectively, the “Investment Agreement”). The aggregate number of shares issuable by the Company and purchasable by Dutchess under the Investment Agreement is 18,000,000, which was determined by the Company’s Board of Directors. In ~~response~~ connection with the preparation of the Investment Agreement and the Registration Rights Agreement, the Company issued Dutchess 454,545 shares of the Company’s common stock as a document preparation fee. These shares were treated as an equity offering cost and value of such shares was charged to ~~these~~additional ~~problems~~paid in capital. On November 29, ~~management~~2010, ~~has~~the ~~planned~~Company terminated its Investment Agreement with Dutchess Opportunity Fund II, L.P. Prior to termination, the ~~following actions:~~Company had not sold any shares of its common stock to Dutchess pursuant to the Investment Agreement.

~~· Management~~During ~~intends~~the year ended May 31, 2010, the company issued 5,395,485 shares of common stock to ~~raise~~convertible ~~additional~~note ~~funds~~holders ~~through~~reducing ~~public~~its orprincipal ~~private~~obligation ~~placement offerings~~by $84,300 and accrued interest of $29,606. All notes were converted at a fixed conversion price of $0.02.

~~F-11~~During the year ended May 31, 2010, the Company redeemed and cancelled 1,473,485 shares of its common stock for a total of $97,900. These shares were purchased from one investor at a price of $0.066 per share. This represented a premium on this purchase of $0.046 over the Company’s prior cash sales of common stock at $0.02 per share.

~~·Management is~~As ~~currently~~of ~~formulating~~May ~~plans~~31, ~~with~~2010, ~~its~~the ~~educational~~Company ~~software~~had ~~developers~~$36,000 ~~to generate~~of ~~sales. There~~subscription ~~can~~receivables berelated noto ~~assurances,~~the ~~however~~sale of 1,500,000 ~~that~~shares ~~management’s expectations~~at of$0.02 ~~future~~per ~~sales~~share ~~will~~and be90,910 ~~realized~~shares at $0.066 per share.

~~NOTE 4~~As –of ~~FAIR~~May ~~VALUE~~31, 2010, the Company was obligated to issue 7,500,000 shares of common stock for $150,000 of services and 300,000 shares were owed for a debt conversion related to fiscal year 2010.

~~The Company~~During ~~has~~the ~~categorized~~year ~~its~~ended ~~assets~~May ~~and~~31, ~~liabilities~~2011, ~~recorded at fair value based upon~~ the ~~fair~~Company ~~value~~issued ~~hierarchy~~7,800,000 ~~specified~~shares byof ~~GAAP. All~~common ~~assets~~stock ~~and liabilities are recorded at historical cost~~ which ~~approximates fair value, and therefore, no items~~ were ~~valued~~payable ~~according~~as toof ~~these~~May ~~inputs~~31, 2010.

~~The levels~~During the year ended May 31, 2011, the Company received $26,000 for subscription receivable and $10,000 of ~~fair~~the ~~value~~subscription ~~hierarchy~~receivable ~~are~~was asnot ~~follows:~~collected and charged to expense.

·During ~~Level~~the 1year ~~inputs~~ended ~~utilize~~May ~~unadjusted~~31, ~~quoted~~2011, ~~prices~~the inCompany ~~active~~issued ~~markets~~7,704,560 ~~for~~shares ~~identical~~of ~~assets~~common orstock ~~liabilities~~to ~~that~~convertible ~~the~~note ~~Company~~holders ~~has~~reducing ~~the~~its ~~ability~~principal toobligation ~~access;~~by $117,000 and accrued interest of $37,041. All of these notes were converted at a fixed conversion price of $0.02.

~~· Level 2 inputs utilize other~~F-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and14

·During ~~Level~~the 3year ~~inputs~~ended ~~are~~May ~~unobservable~~31, ~~and~~2011, ~~are~~the ~~typically~~Company ~~based~~issued on2,277,323 ~~our~~shares ~~own~~of ~~assumptions,~~common ~~including~~stock ~~situations~~to ~~where~~convertible ~~there~~note isholders ~~little~~reducing its principal obligation by $85,000 ifand ~~any~~accrued interest of $65,303. All ~~market~~notes ~~activity~~of these notes were converted at a fixed conversion price of $0.066.

~~In certain~~During ~~cases,~~ the ~~inputs~~year ~~used~~ended toMay ~~measure~~31, ~~fair value may fall into different levels of the fair value hierarchy. In such cases~~2011, the Company ~~categorizes such~~entered ~~financial~~into ~~asset~~stock orpurchase ~~liability~~agreements ~~based~~with onvarious ~~the~~accredited ~~lowest~~investors ~~level~~for ~~input that is significant to~~ the ~~fair~~sale ~~value measurement in its entirety. Our assessment~~ of ~~the~~6,253,941 ~~significance~~shares of aits ~~particular~~common ~~input~~stock toat ~~the~~a ~~fair~~purchase ~~value~~price ~~measurement~~of in$0.066 ~~its entirety~~per ~~requires~~share ~~judgment~~generating ~~and~~proceeds ~~considers~~of ~~factors specific to the asset or liability~~$412,760.

~~Both observable~~During ~~and~~the ~~unobservable~~year ~~inputs~~ended ~~may~~May be31, ~~used~~2011, ~~to determine~~ the ~~fair~~Company ~~value~~entered ~~of positions~~into ~~that~~stock ~~are~~purchase ~~classified~~agreements ~~within~~with ~~the~~various ~~Level 3~~accredited ~~category. All~~investors ~~assets and~~for ~~liabilities~~the ~~are~~sale atof ~~cost~~2,280,000 ~~which~~shares ~~approximates~~of ~~fair~~its ~~value~~common ~~and~~stock ~~there~~at ~~are~~a ~~not items~~purchase ~~that~~price ~~were~~of ~~required~~$0.04 toper beshare ~~valued~~generating onproceeds aof ~~non recurring basis~~$91,200.

~~NOTE 5~~During –the ~~CONVERTIBLE~~year ~~NOTES~~ended ~~PAYABLE~~May 31, 2011, the Company entered into stock purchase agreements with various accredited investors for the sale of 3,096,000 shares of its common stock at a purchase price of $0.02 per share generating proceeds of $61,920.

OnDuring ~~April 9~~the year ended May 31, ~~2009~~2011, the Company entered into astock ~~Secured~~purchase ~~Promissory~~agreements ~~Note~~ with anvarious ~~individual for~~accredited ainvestors ~~loan~~for ofthe ~~$20,000. The~~sale ~~note carries an annual interest rate~~ of ~~20%~~2, ~~and was due on August 12~~050,000 ~~2010. On~~shares ~~August 16th, 2010, the Company entered into an amendment~~ of ~~the~~its ~~Note~~common ~~whereby~~stock ~~the~~at ~~fixed~~a ~~conversion~~purchase price ~~was~~of ~~reduced from~~ $0.3301 ~~to $0.10~~ per share~~. (See~~ ~~Note~~generating 9)proceeds of $20,500.

During the year ended May 31, ~~2010~~2011, the Company ~~entered~~issued ~~into~~13,523,700 ~~Secured~~shares ~~Promissory~~of ~~Notes~~common ~~with third~~stock ~~parties~~ for ~~a total of $179,500~~services. The ~~notes~~shares ~~carry~~were ~~monthly~~valued ~~interest rates ranging from 1.66%-20% compounding 30-90 days and are convertible into common stock~~ at ~~the rate of~~ $0.10066 per share. ~~The~~at ~~Company has evaluated~~ the ~~conversion~~ ~~feature~~time of ~~the~~issuance ~~notes~~which ~~and~~was ~~determined that there is no beneficial conversion feature as~~ the ~~fixed conversion~~ price of ~~$0.10 is~~ the ~~same~~most asrecent ~~the fair~~sale ~~value~~ of the ~~common~~Company’s stock atand accordingly the ~~time~~Company ofrecorded ~~issuance. Notes~~$892,564 ~~have a 30-90 day maturity. As~~ of ~~May~~stock ~~31,~~based ~~2010, all outstanding notes were extended or had not reached their maturity date~~compensation.

FDuring the year ended May 31, 2011, the Company entered into unit purchase agreements with Directors and Officers of the Company at $0.033 per unit. Each unit consists of one common share and one warrant. 2,206,060 units were sold generating proceeds of $72,800. The fair value of the common stock issued ranged from $0.11 to $0.14 per share depending on the varying dates of issuances. The warrants were valued at $189,930 according to the Black-12Scholes model and the fair value of the common stock was $226,903. Because the selling price of the unit (common shares and warrants) was determined to be below fair market value and the units were issued to board of directors, the Company recorded stock based compensation expense of $344,033 for the incremental difference between the sales price of the unit and the fair market value of common stock and warrants issued.

During the year ended May 31, ~~2010~~2011, the Company ~~paid~~issued $31,~~200 of principal payments on its Secured Promissory Notes. Additionally~~874,245 ~~the~~shares ~~Company converted $84,300~~ of ~~Secured~~common ~~Promissory~~stock ~~Notes~~for ~~into~~services. The ~~common~~shares ~~stock~~were valued at a $0.1011 ~~conversion~~per ~~price~~share ~~plus accrued~~at ~~interest~~the oftime ~~$29,606~~issuance ~~resulting~~which inwas the ~~issuance~~closing oftrading ~~1,079,097~~price ~~common shares. Conversions were according to the terms~~ of the ~~convertible~~Company’s ~~note agreements~~common sostock noand ~~gain~~accordingly orthe ~~loss~~Company ~~was~~ recorded at$206,167 ~~the time~~ of ~~conversion.~~stock ~~(See~~based ~~Note 6)~~compensation.

	Principal
	Balance
Convertible notes payable - May 31, 2009	$	20,000
Issuance of convertible notes		179,500
Cash payment to note holder		(3,200	)
Conversion of notes payable		(84,300	)
Other		5,000
Convertible notes payable - May 31, 2010	$	117,000

During the year ended May 31, 2011, the Company issued 10,063,159 shares of common stock for services. The shares were valued at the closing trading price of the Company’s common stock at the time of issuance and accordingly the Company recorded $735,337 of stock based compensation.

AsDuring ofSeptember ~~May 31~~2010, ~~2010~~the ~~and~~Company ~~May~~entered ~~31,~~in ~~2009~~Amendment #1 to its Exclusive Worldwide Resellership Agreement with Edumedia Software Solutions Corporation (“Edumedia”). Pursuant to the Amendment, the Company ~~had~~issued ~~accrued~~6,000,000 ~~interest~~shares ~~payable~~of common stock to Edumedia. The shares issued were valued on the grant dates based on the closing price of ~~$31,101 and~~the shares. This resulted in an expense of $~~656~~660,000 ~~respectively~~related to this issuance. ~~Interest~~Additionally, ~~expense~~the ~~totaled~~Company made cash payments of $6056,~~051~~354 in second and ~~$656~~third fiscal quarter of the current year. These payments are reflected in the statement of operations as of and for the year ended May 31, ~~2010 and 2009, respectively~~2011.

~~NOTE~~On 6January –24, ~~STOCKHOLDERS’ DEFICIT~~2011, the Company issued 10,000,000 shares to Edumedia pursuant to the asset purchase agreement. These shares were valued at $1,050,000 on the grant date based on the closing price of the shares. See Note 7 for further discussion.

The Company is authorized to issue up to 150,000,000 shares of its $0.001 common stock. At May 31, 2010, there were 19,374,277 shares issued and outstanding. At May 31, 2009, there were 10,022,600 shares issued and outstanding.F-15

AsNOTE of7 ~~May 31,~~– ~~2009,~~INTANGIBLE ~~the~~ASSET ~~Company~~PURCHASE issued 8,740,000 shares of common stock to its founders at par. 8,652,600 shares were rescinded in fiscal year 2010 and the difference of 87,400 shares were valued at $0.10 and recorded as stock-based compensation during the period ended May 31, 2009.AGREEMENT

~~During the~~On ~~period~~January ~~ended May 31~~24, ~~2009~~2011, ~~the~~The Company entered into ~~stock~~an asset purchase ~~agreements~~ agreement with ~~various~~Edumedia ~~accredited~~Software ~~investors~~Solutions Corporation to acquire Edumedia’s assets used or held for the ~~sale~~Company ofin 1connection with its E*Pad software platform in exchange for 10,~~279~~000,000 shares of ~~its~~ the Company’s common stock atand a$120,000 ~~purchase~~in ~~price~~cash ofpayable ~~$0.10~~in ~~per~~equal ~~share~~weekly ~~generating~~installments ~~proceeds~~ of $~~127~~2,~~900~~500.

~~During the~~The ~~period~~Company ~~ended~~acquired ~~May~~intangible ~~31,~~intellectual ~~2009,~~property ~~the~~including ~~Company~~all ~~issued~~software ~~3,600~~related ~~shares~~to ofE*Pad, ~~common~~all ~~stock for~~intellectual ~~services. The~~property ~~value~~rights, ofrights to the ~~shares~~name ~~was~~“E*Pad”, ~~$360~~and orinternet $0domain addresses related to E*Pad.10 ~~per~~The ~~share~~transaction ~~which~~ was ~~the~~deemed ~~price~~to ofbe ~~the~~an ~~most~~asset ~~recent~~acquisition ~~sale~~ of ~~the~~research ~~Company’s~~and ~~stock~~development atpursuant to the ~~time~~FASB ~~of issuance~~standards.

~~During the~~The ~~year~~following ~~ended~~table ~~May~~summarizes ~~31, 2010,~~ the ~~Company~~entry ~~entered~~recording ~~into stock purchase agreements with various accredited investors for~~ the ~~sale~~intangible ofassets ~~3,744,000 shares of its common stock at a purchase price of $0.10 per share generating proceeds of $344,393 and a subscription receivable of $30,000.~~ acquired:

F-13


Intellectual property – software	$	1,170,000
Common stock		(10,000)
Additional paid in capital		(1,040,000)
Note payable		(120,000)
	$	—

~~During the~~The ~~year~~useful ~~ended~~lives ~~May~~of ~~31, 2010,~~ the ~~Company~~ ~~issued~~acquired ~~7,198,196~~intangibles ~~shares~~are of15 ~~common stock for executive compensation~~years. ~~The~~ Amortization ~~shares~~expense ~~were~~totaled ~~valued~~$26,000 atand $0~~.10~~ ~~per share~~for at the ~~time~~years ~~issuance which~~ended ~~was~~May ~~the~~31, ~~price~~2011 ~~of the most recent sale of the Company’s stock at the time of issuance~~ and ~~accordingly the Company recorded $719~~2010,~~820~~ ~~of stock based compensation~~respectively.

~~During the~~As ~~year~~of ~~ended~~ May 31, ~~2010~~2011, the ~~Company~~company ~~issued~~determined ~~2,763,438~~the ~~shares~~intangible ofassets ~~common~~acquired ~~stock for services. The shares~~ were ~~valued~~fully ~~at $0~~impaired.10 Accordingly, ~~per~~the ~~share~~company atrecorded ~~the~~a ~~time issuance which~~loss ~~was~~on ~~the~~impairment ~~price~~ of ~~the~~intangible ~~most~~assets ~~recent~~totaling ~~sale~~$1,044,000 ofduring the ~~Company’s~~year ~~stock at~~ended ~~the~~May ~~time~~31, of2011 ~~issuance~~which ~~and~~is ~~accordingly~~reflected on the ~~Company~~Statement ~~recorded $276,344~~ of ~~stock based compensation~~Operations.

~~During the~~NOTE ~~year~~8 ~~ended~~– ~~May~~RELATED ~~31,~~PARTY 2010, the Company entered into stock purchase agreements with various accredited investor for the sale of 33,334 shares of its common stock at a purchase price of $0.33 per share generating proceeds of $5,000 and a subscription receivable of $6,000.TRANSACTIONS

During the year ended May 31, ~~2010~~2011, the Company entered into unit purchase agreements with Directors and Officers of the Company at $0.05033 per unit. Each unit consists of one common share and one warrant. 2,~~400~~206,~~000~~060 units were sold generating proceeds of $~~120~~72,~~000~~800. The fair value of the common stock ~~was~~ issued ranged from $~~240,000~~0.11 orto $0.1014 per share depending on the varying dates of issuances. The warrants were valued at $~~188~~189,~~702~~ 930 according to the Black-Scholes model and the fair value of the common stock was $226,903. Because the selling price of the unit (common shares and warrants) ~~were~~was determined to be below fair market value and the units were issued to board of directors, the Company recorded stock based compensation expense of $~~308~~344,~~702~~033 for the incremental difference between the sales price of the unit and the fair market value of common stock and warrants issued.

During the year ended May 31, ~~2010~~2011, the Company’s ~~issued~~Chief 50Executive Officer,~~000~~ ~~shares~~John ofDaglis ~~common~~loaned ~~stock for~~the ~~services~~Company ~~valued at~~ $~~0.33~~9,714 ~~per~~and ~~share. The value of the shares~~ was repaid $~~0.33 per~~26,614, ~~share~~of which ~~was~~$16,900 ~~the~~related ~~price~~to ofprior ~~the~~year ~~most~~borrowings. There ~~recent~~is ~~sale~~no ofbalance ~~the~~outstanding ~~Company’s~~at ~~stock~~May31, ~~at the~~2011. Interest ~~time~~expense ofwas ~~issuance. The~~not ~~Company~~imputed ~~recorded~~as ~~$16,500~~the ofamount ~~stock~~was ~~based compensation~~deemed ~~for~~to ~~these~~be ~~issuances~~immaterial.

During the year ended May 31, ~~2010~~2011, the ~~Company~~Chief ~~issued~~Executive ~~865~~Officer,~~000~~ ~~shares~~John toDaglis ~~Edumedia pursuant~~loaned to the ~~exclusive resellership agreement. At the time of issuance, it was determined that the fair value of the common stock was $0.10 per share, accordingly, the~~ Company ~~recorded a stock based compensation expense of~~ $869,~~500~~714. The ~~value~~balance ~~of the shares~~ was ~~$0.10~~repaid ~~per~~during ~~share which was~~ the ~~price~~year ofended ~~the~~May ~~most recent~~31, ~~sale of the Company’s stock at the time of issuance~~2011. ~~The agreement entailed no disincentive for non-performance therefore these shares were expensed upon issuance.~~

During the year ended May 31, ~~2010~~2011, the Company ~~incurred~~paid $2826,~~498~~614 into ~~equity~~the ~~offering costs~~Chief Executive Officer, John Daglis, for an outstanding loan.

During the year ended May 31, ~~2010~~2011, the Company ~~issued~~entered aninto ~~additional~~Secured ~~75,000~~Promissory ~~shares~~Notes ~~to Edumedia~~with ~~pursuant~~Wassim toRamadan, ~~the~~a ~~exclusive~~Director, ~~resellership~~for ~~agreement. At~~a ~~the~~total ~~time~~ of ~~issuance~~ $19,000. The itnotes ~~was~~carry ~~determined~~interest ~~that~~rates ~~the fair value~~ of ~~the~~58% ~~common stock was $0.33~~ per ~~share,~~annum ~~accordingly,~~and ~~the~~are ~~Company~~convertible ~~recorded~~to acommon stock ~~based~~at ~~compensation~~the ~~expense of~~rate ~~$24,750. The value~~ of ~~the shares was~~ $0.3304 per share. These ~~which~~notes remain ~~was~~outstanding ~~the price of the most recent sale of the Company’s stock~~ at ~~the~~May ~~time~~31, ~~of issuance~~2011.

~~F-14~~NOTE 9 – COMMITMENTS

~~During the~~Consulting year ended May 31, 2010, the company issued 1,079,097 shares of common stock to convertible note holders reducing its principal obligation by $84,300 and accrued interest of $29,606. All notes were converted at a fixed conversion price of $0.10.Agreement

~~During the~~In ~~year~~September ~~ended May 31,~~ 2010, the Company ~~redeemed~~entered ~~and~~into ~~cancelled~~two ~~294,697~~four-month ~~shares of~~consulting ~~its~~agreements ~~common~~with ~~stock~~unrelated ~~for~~third aparties ~~total~~to ofprovide ~~$97,900~~consulting services. ~~These~~ In ~~shares~~exchange ~~were~~for ~~purchased from~~the ~~one~~services ~~investor~~provided, atthe aCompany ~~price~~issued oftwo ~~$0.33~~convertible ~~per~~promissory ~~share. This~~notes ~~represented~~totaling ~~a premium~~$200,000 ondue ~~this~~March ~~purchase~~15, ~~of $0~~2011.23 See ~~over~~Note ~~the~~5 ~~Company’s~~for ~~prior~~further ~~cash~~discussion ~~sales~~on ofthe ~~common stock~~convertible atpromissory $0notes.~~10 per share.~~

AsNOTE ~~of May 31, 2010, the Company has $36,000 of subscription receivables related to the sale of 300,000 shares at $0.~~10 ~~per~~– ~~share~~DERIVATIVE ~~and 18,182 shares at $0.33 per share. See Note 9.~~LIABILITY

AsThe Company evaluated the conversion feature embedded in the convertible notes to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. Due to the note not meeting the definition of ~~May 31,~~a ~~2010~~conventional debt instrument because it contained a diluted issuance provision, the ~~Company~~convertible isnotes ~~obligated~~were accounted for in accordance with ASC 815. According to ~~issue~~ASC 1815,~~500,000~~ ~~shares~~the ofderivatives ~~common~~associated ~~stock~~with ~~for $150~~the convertible notes were recognized as a discount to the debt instrument,~~000~~ and the discount is being amortized over the life of ~~services~~the note and ~~60,000~~any ~~shares~~excess ~~are~~of ~~owed~~the ~~for~~derivative avalue ~~debt~~over ~~conversion~~the ~~related~~note ~~to fiscal~~payable ~~year~~value ~~2010~~is recognized as additional interest expense at issuance date. ~~See~~ The ~~Note~~company 9also evaluated all common stock equivalents to determine if these instruments were tainted due to the embedded derivative.

~~NOTE 7~~Further, –and ~~RELATED~~in ~~PARTY~~accordance ~~TRANSACTIONS~~with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair value of derivatives” in the statement of operations. As of May 31, 2011, the fair value of the embedded derivatives included on the accompanying balance sheet was $77,609 During the year ended May 31, 2011, the Company recognized a loss on change in fair value of derivative liability totaling $3,379. Key assumptions used in the valuation of derivative liabilities associated with the convertible notes at May 31, 2011 were as follows:

During the year ended May 31, 2010, the Company entered into unit purchase agreements with Directors and Officers of the Company at $0.05 per unit. Each unit consists of one common share and one warrant. Because the selling price of the unit (common shares and warrants) were determined to be below fair market value, the Company recorded stock based compensation expense of $308,702 for the incremental difference between the sales price of the unit and the fair market value of common stock and warrants.


·	The stock price would fluctuate with an annual volatility ranging from 281% to 326% based on the historical volatility for the company.
·	An event of default would occur 1% of the time, increasing 1.00% per month to a maximum of 10%.

~~During the~~· ~~year~~Alternative ~~ended~~financing ~~May~~for ~~31,~~the ~~2010,~~convertible ~~the~~notes ~~Chief~~would ~~Executive~~be ~~Officer,~~initially ~~John~~available ~~Daglis~~to ~~loaned~~redeem the ~~Company~~ ~~$16,900. The~~note ~~balance~~10% ~~remains~~of ~~outstanding~~the attime ~~May 31, 2010. The outstanding balance is payable upon demand~~ and ~~does~~increase ~~not~~monthly ~~bear~~by ~~interest~~0. ~~Interest~~2% ~~expense~~to ~~was~~a ~~not~~maximum ~~imputed~~of ~~as the amount was deemed to be immaterial~~20%.

~~During the~~· ~~year~~The ~~ended~~holder ~~May~~would ~~31,~~automatically ~~2010,~~convert the ~~Company~~notes ~~issued~~at ~~940,000~~maturity ~~shares~~if ~~to Edumedia pursuant to~~ the ~~exclusive~~registration ~~resellership~~was ~~agreement. The~~effective ~~Company’s principal officer~~ and ~~a director, John P. Daglis, is also~~ the ~~Chief~~company ~~Executive~~was ~~Officer~~not ~~of Edumedia~~in ~~Software~~default. ~~See Note 9 for further discussion. The Company also made cash payments totaling $67,500 during the year ended May 31, 2010.~~

~~During~~ The Company classifies the ~~year~~fair ~~ended~~value ~~May~~of ~~31,~~these ~~2010,~~securities under level three of the ~~Company~~fair value hierarchy of financial instruments. The fair value of the derivative liability was ~~repaid~~calculated ~~$10,153~~using ~~from~~a lattice model that values the compound embedded derivatives based on a ~~related party~~probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The embedded derivatives that were analyzed and incorporated into the model included the conversion feature with the full ratchet reset, and the redemption options.

~~During the~~The ~~year~~components ~~ended~~of ~~May~~the ~~31,~~derivative ~~2010,~~liability on the Company’s ~~paid~~balance ~~$5,000~~sheet toat ~~the~~May ~~Chief Executive Officer~~31, ~~John~~2011 ~~Daglis,~~and ~~for~~2010 anare ~~outstanding~~as ~~loan.~~follows:

F-15

	For the years ended May 31,
	2011	2010
Embedded conversion features - convertible promissory notes (principal balance $70,000)	72,831	-
Tainted instruments - convertible promissory notes (principal balance $40,000)	4,778	-
	77,609	-

~~NOTE 8 – COMMITMENTS~~F-17

~~Consulting Agreement~~NOTE 11 – SUBSEQUENT EVENTS

On ~~February~~ 15June 2, ~~2010~~2011, the Company entered into a ~~one~~subscription ~~year~~ agreement ~~with an unrelated third party to provide consulting services. In exchange~~ for ~~the services provided the Company will issue 50~~1,~~000~~133,333 shares of common stock ~~per month. The agreement was amended on May 13,, 2010 to reduce the number of shares to be issued,~~ in ~~full~~exchange ~~payment~~ for ~~all~~past ~~services provided~~due bytrade ~~the~~payables ~~consultant, to 150,000 shares. As~~ of ~~May 31, 2010, the 150,000 shares of common stock were issued pursuant to the amended agreement. The fair value of the services provided was~~ $1517,000. ~~No further obligations exist as of May 31, 2010.~~

On ~~January 6~~ June 7, ~~2010~~ 2011, the Company entered into ~~two~~stock ~~one-year~~purchase agreements with ~~unrelated~~an ~~third~~accredited ~~parties~~investor ~~to provide consulting services. In exchange~~ for the ~~services~~sale ~~provided,~~of ~~the Company will issue 750~~353,~~000~~333 shares of its common stock toat ~~each~~a ~~consultant. The shares~~purchase ~~were~~price ~~not issued as~~ of ~~May~~$0.015 ~~31,~~per ~~2010,~~share ~~accordingly,~~generating ~~the~~proceeds ~~Company~~of ~~has recorded a~~ $~~150~~5,~~000 common stock payable for the 1,500,000 common shares issuable~~300.

~~NOTE 9~~On –June ~~SUBSEQUENT~~13, ~~EVENTS~~2011, the Company closed on a securities purchase agreement with an accredited investor raising $30,000 in net proceeds. The Company issued a Convertible Promissory Note totaling $32,500 which is due December 10, 2011. The note carries an annual interest rate of 8% and is convertible into common stock at a variable conversion rate. The conversion feature is available 180 days after closing. The variable conversion rate is 58% of the average of the three lowest closing bid prices of the Company’s common stock during the previous 10 trading days from the notice of conversion.

During June, ~~2010~~2011, the Company ~~issued~~entered 60into Secured Promissory notes with third parties totaling $16,000. The ~~shares~~notes carry interest rates of ~~common~~20% ~~stock~~per toannum ~~satisfy~~and ~~the~~are convertible to common stock ~~payable~~ at the lessor of $~~6,000~~.007 ~~outstanding~~or as70% of ~~May~~the ~~31,~~average ~~2010~~closing price of the previous 20 trading days.

During June, ~~2010~~2011, the Company ~~issued~~entered 1into Secured Promissory notes with third parties totaling $11,~~500,000~~857. The ~~shares~~notes carry interest rates of ~~common~~20% ~~stock~~per toannum ~~satisfy~~and ~~the~~ are convertible to common stock ~~payable~~at the lessor of $~~150,000~~.01 ~~pursuant~~or to70% of the ~~consulting~~average ~~agreements~~closing ~~discussed in~~price ~~Note~~of 8the previous 20 trading days.

During ~~June~~ ~~and~~ July ~~2010~~2011, the Company ~~received~~entered into Secured Promissory notes with third parties totaling $3623,~~000~~241. The ~~for~~notes ~~payment~~carry ininterest ~~full~~rates of ~~subscription~~ ~~receivables~~20% ~~outstanding~~per annum and are convertible to common stock at ~~May~~the ~~31,~~lessor ~~2010~~of $.007 or 70% of the average closing price of the previous 20 trading days.

~~From June through~~During August ~~2010~~2011, the Company entered into ~~stock~~a ~~purchase agreements~~Secured Promissory notes with ~~various~~a ~~accredited~~third ~~investors~~party ~~for~~totaling ~~the~~$25,000. The ~~sale~~note ofcarries ~~664,273~~an ~~shares~~interest rate of ~~its~~ 15% per annum and is convertible to common stock at a ~~purchase~~rate ~~price~~ of $0.33007 per share ~~generating proceeds of $219,210~~.

~~From June through August 2010, the Company issued 1,222,000 shares of common stock for services. The shares were valued at $0.33 per share.~~F-18

From June through August 2010, the company issued 1,540,400 shares of common stock in connection with the conversion of $154,040 of convertible debt and accrued interest. The Secured Promissory Notes contained a conversion value of $0.10 per share.

In August 2010, the company issued 22,273 shares of common stock in connection with the conversion of $7,350 of convertible debt and accrued interest. The Secured Promissory Notes contained a conversion value of $0.33 per share.

During June and July 2010, the Company issued 125,000 shares of common stock to Wassim Ramadan, Member of Board Directors, for executive compensation.

During July 2010, the Company entered into purchase agreements with Directors and Officers for the sale of 135,151 units. Each unit consists of one share of common stock and one warrant. The warrants have an exercise price of $0.165 share and expire in 1 year. Because the sale price of the units were deemed to be below fair market value, the Company will record stock based compensation charges for difference between the unit sales price and fair value of common stock and warrants.

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During July 2010, the Company entered into Secured Promissory Notes with third parties for a total of $7,000. The notes carry an interest rate of 5% compounding 30 days and are convertible into common stock at the rate of $0.33 per share. The Company has evaluated the conversion feature of the notes and determined that there is no beneficial conversion feature as the conversion price of $0.33 is the same as the fair value of the stock at the time of issuance.

On June 24, 2010, the Company entered into a support services agreement with Cardiff Partners, LLC for finance and accounting support services. As compensation for services under the agreement, the Company will pay to Cardiff Partners $8,000 per month in cash and issue to Cardiff Partners 1,357,740 shares of its common stock. The initial term of the support services agreement is one year.

On August 27, 2010, the Company entered into an exclusive reseller agreement with Edumedia Software Solutions Corporation, for the sale of E*pad, an on-line managed software application that manages performance assessments for teachers to be deployed among their students. Under the terms of the agreement, the Company has paid to Edumedia Software $91,800 as a research and development contribution ($24,300 of which was paid subsequent to May 31, 2010), issued to Edumedia Software 940,000 shares of its common stock and agreed to pay to Edumedia Software 50% of the revenues the Company collects from the sale of their products. The agreement has an initial term of 18 months. The Company’s principal officer and a director, John P. Daglis, is also the Chief Executive Officer of Edumedia Software.

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