YPPN / Yappn Corp. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Yappn FORM 15-12G

FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

YPPN / Yappn Corp. ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2017 ☐ 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: 000-55082 YAPPN CORP. (Exact nam

Yappn QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0217yappncorp.htm QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended February 28, 2017 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small busin

14,860,947 shares Common Stock YAPPN CORP.

14,860,947 shares Common Stock YAPPN CORP. PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-213947 PROSPECTUS Yappn Corp. 14,860,947 shares Common Stock This prospectus relates to the public offering of up to 14,860,947 shares of Yappn Corp.?s $0.0001 par value per share common stock (the "Common Stock") by the selling stockholders upon conversion of promissory notes and/or warrant

Yappn ESP

YAPPN CORP. 1001 Avenue of the Americas, 11th Floor New York, NY 10018 888-859-4441 February 1, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: Daniel Porcod Re: Request for acceleration of the Registration Statement on Form S-1 of Yappn Corp. Filed October 3, 2016 (and subsequently amended November 21, 2016 and January 24, 2017) File No

Yappn ESP

YAPPN CORP. 1001 Avenue of the Americas, 11th Floor New York, NY 10018 888-859-4441 January 24, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Yappn Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed November 21, 2016 File No. 333-213947 Ladies and Gentlemen: The Company received your letter of December 5, 2016 and responds

As filed with the Securities and Exchange Commission on January 24, 2017

As filed with the Securities and Exchange Commission on January 24, 2017 Registration No.

Yappn QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended November 30, 2016 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delawa

As filed with the Securities and Exchange Commission on November 21, 2016

As filed with the Securities and Exchange Commission on November 21, 2016 Registration No.

Yappn ESP

YAPPN CORP. 1001 Avenue of the Americas, 11th Floor New York, NY 10018 888-859-4441 November 21, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Yappn Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed October 3, 2016 File No. 333-213947 Ladies and Gentlemen: The Company received your letter of October 31, 2016 and responds

Yappn QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended August 31, 2016 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delaware

Yappn REGISTRATION WITHDRAWAL REQUEST.

Yappn Corp. 1001 Avenue of the Americas, 11th Floor New York, NY 10018 (888) 859-4441 Via Edgar October 3, 2016 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington D.C. 20002 Re: YAPPN CORP. Request to Withdraw Registration Statement on FormS-1 (RW) SEC File Number 333-207292 Ladies and Gentlemen: Pursuant to Rule 477(a) promulgated under t

As filed with the Securities and Exchange Commission on October 3, 2016

As filed with the Securities and Exchange Commission on October 3, 2016 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2016 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission F

Yappn ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2016 ? 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: 000-55082 YAPPN CORP. (Exact nam

Yappn ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2016 ? 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: 000-55082 YAPPN CORP. (Exact nam

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2016 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Yappn INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k041816yappncorp.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2016 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Juri

Yappn QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended February 29, 2016 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delawa

Yappn Continues Its Real-Time Language Services Commitment to Digital Widget Factory After Its Purchase by Intelligent Content Enterprises Inc.

Exhibit 99.1 Yappn Continues Its Real-Time Language Services Commitment to Digital Widget Factory After Its Purchase by Intelligent Content Enterprises Inc. Mar 09, 2016 OTC Disclosure & News Service NEW YORK, March 09, 2016 (GLOBE NEWSWIRE) - Yappn Corp. (?Yappn? or ?Company?) (OCTQB:YPPN), a leader in real-time language technology and translation, announces today that it has negotiated a revised

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2016 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2016 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission Fi

Employment Agreement between Yappn Corp. and Mr. Edward Karthaus dated February 6, 2016. (21)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made as of February 6 2016. B E T W E E N: Edward Karthaus of the City of Oakville, (the ?Employee?) OF THE FIRST PART - and - Yappn Corp. a corporation incorporated pursuant to the laws of the State of New York and carrying on business in the Province of Ontario (the ?Employer?) OF THE SECOND PART (Collectively, the ?Parties?) WHEREAS: A

Yappn Appoints Edward Karthaus as President & Chief Executive Officer

Exhibit 99.1 Yappn Appoints Edward Karthaus as President & Chief Executive Officer Feb 22, 2016 OTC Disclosure & News Service NEW YORK, Feb. 22, 2016 (GLOBE NEWSWIRE) - Yappn Corp. (?Yappn? or ?Company?) (OTCQB:YPPN), a leader in real-time language technology and translation is pleased to announce that Edward P. Karthaus has been appointed President & Chief Executive Officer, effectively immediate

YPPN / Yappn Corp. 10-Q - Quarterly Report - QUARTERLY REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended November 30, 2015 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delawa

Form of Common Stock Purchase Warrant (19)

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of 12% Secured Debenture (19)

Exhibit 10.1 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR PROVINCE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY CANADIAN NATIONAL OR PROVINCIAL SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2015 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 Amendment One REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 YAPPN CORP. (Exact Name of Registrant in its Charter)

As filed with the Securities and Exchange Commission on December 2, 2015 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2015 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2015 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-55082 (Commission File Number) 2

YAPPN CORP. 2014 STOCK OPTION PLAN AMENDMENT ONE August 21, 2015 TABLE OF CONTENTS

Exhibit 10.39 YAPPN CORP. 2014 STOCK OPTION PLAN AMENDMENT ONE August 21, 2015 TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS ARTICLE II DEFINITIONS ARTICLE III ADMINISTRATION ARTICLE IV INCENTIVE STOCK OPTIONS ARTICLE V NONQUALIFIED STOCK OPTIONS ARTICLE VI STOCK APPRECIATION RIGHTS ARTICLE VII INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS ARTICLE VIII ACCELERATION EVENTS ARTICLE IX AMENDMENT AND T

Amended Certificate of Incorporation filed on September 9, 2015 (18) (20)

Exhibit 3.5 State of Delaware Secretary of State Division of Corporations Delivered 02:27 PM 09/09/2015 FILED 02:27 PM 09/09/2015 SR 20150060080 - File Number 4893182 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeti

YPPN / Yappn Corp. / VIS VIRES GROUP, INC. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* YAPPN CORP. (Name of issuer) Common Stock, $.0001 value per share (Title of class of securities) 98484T204 (CUSIP number) October 13, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Amended Certificate of Incorporation filed on December 31, 2014 (18)

Exhibit 3.4 State of Delaware Secretary of State Division of Corporations Delivered 01:20 PM 12/31/2014 FILED 01:20 PM 12/31/2014 SRV 150011187 - 4893182 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of th

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended August 31, 2015 ☐ TRANSITION REPORT UNDER SECTION 13

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended August 31, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 YAPPN CORP. (Exact Name of Registrant in its Charter)

As filed with the Securities and Exchange Commission on October 5, 2015 Registration No.

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 02:27 PM 09/09/2015 FILED 02:27 PM 09/09/2015 SR 20150060080 - File Number 4893182 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeti

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2015 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2015 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission File

YAPPN ACQUISITION SUB INC., a corporation incorporated under the laws of Delaware;

EX-21 2 f10k2015ex21yappncorp.htm YAPPN ACQUISITION SUB INC., A CORPORATION INCORPORATED UNDER THE LAWS OF DELAWARE; Exhibit 21 YAPPN ACQUISITION SUB INC., a corporation incorporated under the laws of Delaware; YAPPN CANADA INC., a corporation incorporated under the laws of Ontario; FOTOYAP INC., a corporation incorporated under the laws of Delaware; LANGULAS INC., a corporation incorporated under

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2015 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2015 ☐ 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: 000-55082 YAPPN CORP. (Exact nam

YPPN / Yappn Corp. / VIS VIRES GROUP, INC. - SC 13G Passive Investment

SC 13G 1 v418276sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* YAPPN CORP. (Name of issuer) Common Stock, $.0001 value per share (Title of class of securities) 98484T105 (CUSIP number) August 14, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Yappn DEFINITIVE PROXY STATEMENT

SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Yappn PRELIMINARY PROXY STATEMENT

SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

SECURITY AGREEMENT

EX-10.2 4 f8k070615ex10iiyappncorp.htm FORM OF SECURITY AGREEMENT, DATED JULY 15, 2015. Exhibit 10.2 SECURITY AGREEMENT THIS AGREEMENT is made as of July, 2015, BETWEEN YAPPN CORP., a corporation incorporated under the laws of Delaware (the “Borrower”), - and - YAPPN ACQUISITION SUB INC., a corporation incorporated under the laws of Delaware; YAPPN CANADA INC., a corporation incorporated under the

Yappn executes purchase agreement for patents and ecommerce language services assets Yappn buys assets of Ortsbo Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE Yappn executes purchase agreement for patents and ecommerce language services assets Yappn buys assets of Ortsbo Inc. NEW YORK, NY ? July 16, 2015 ? Yappn Corp. (?Yappn? or ?Company?) (OCTQB: YPPN) a leader in real-time language technology and translation is pleased to announce that it has, with the approval of the Board of Directors of each company, entered into

Asset Purchase Agreement between the Company, Ortsbo Inc., Intertainment Media Inc., and Winterberry Investments Inc. dated July 6, 2015 (17)

Exhibit 2.1 Asset Purchase Agreement BETWEEN intertainment media inc. - and - ORTSBO INC. - and - YAPPN CORP. - and - WINTERBERRY INVESTMENTS INC. July 6, 2015 TABLE OF CONTENTS Page Article 1 INTERPRETATION 2 1.1 Definitions 3 1.2 Certain Rules of Interpretation 11 1.3 Governing Law 12 1.4 Entire Agreement 12 1.5 Schedules and Exhibits 12 Article 2 Purchase and Sale 13 2.1 Agreement of Purchase a

Regulation FD Disclosure, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2015 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Form of Security Agreement, dated July 15, 2015 (17).

Exhibit 10.1 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR PROVINCE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY CANADIAN NATIONAL OR PROVINCIAL SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2015 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission File Nu

About Yappn

Exhibit 99.1 Yappn Signs Agreement to Purchase Patent and Ecommerce Language Services Assets May 26, 2015 NEW YORK, May 26, 2015 (GLOBE NEWSWIRE) - Yappn Corp. ("Yappn" or "Company") (OTCQB:YPPN) a leader in real-time language technology and translation is pleased to announce that it has signed a non-binding letter of intent to acquire key assets of Ortsbo Inc., a division of Intertainment Media I

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended February 28, 2015 ☐ TRANSITION REPORT UNDER SECTION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended February 28, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delawa

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.4 State of Delaware Secretary of State Division of Corporations Delivered 01:20 PM 12/31/2014 FILED 01:20 PM 12/31/2014 SRV 150011187 - 4893182 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of th

Amendment to the Employment Agreement between Yappn Corp. and Mr. David Lucatch dated September 2, 2014. (16)

EX-10.35 2 f10q1114ex10xxxvyappn.htm AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.35 AMENDMENT THIS AMENDMENT (this "Amendment") is made to that certain Employment Agreement, dated June 1, 2014 (the "Agreement"), by and between Yappn Corp., a New York corporation (hereinafter referred to as "Employer") and David Lucatch (hereinafter referred to as "Executive") (collectively, the "Parties"). Certai

Form of Master Services Agreement between Yappn Corp. and Digital Widget Factory, dated November 6, 2014. (16)

EX-10.36 3 f10q1114ex10xxxviyappn.htm MASTER SERVICES AGREEMENT Exhibit 10.36 MASTER SERVICES AGREEMENT This Master Services Agreement and its Exhibits and Schedules (collectively, the “Agreement”) is effective as of November 6, 2014, (“Effective Date”) by and between Yappn Corp. a Delaware Corporation (“Yappn”) at 1001 Avenue of the Americas 11th Floor New York, NY 10018 and, Digital Widget Facto

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended November 30, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delawa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2014 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-55082 (Commission File Number)

75,926,665 shares Common Stock Yappn Corp.

75,926,665 shares Common Stock Yappn Corp. PROSPECTUS Filed pursuant to Rule 424(B)(3) Registration No. 333-199569 PROSPECTUS Yappn Corp. 75,926,665 shares Common Stock This prospectus relates to the public offering of up to 75,926,665 shares of Yappn Corp.’s $0.0001 par value per share common stock (the "Common Stock") by the selling stockholders upon conversion of promissory notes and/or warrant

YPPN / Yappn Corp. DEF 14A - - YAPPN CORP. SCHEDULE PRELIMINARY PROXY STATEMENT 14A

DEF 14A 1 def14a1114yappncorp.htm YAPPN CORP. SCHEDULE PRELIMINARY PROXY STATEMENT 14A SCHEDULE 14A Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

YPPN / Yappn Corp. S-1/A - - AMENDED REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on November 7, 2014 Registration No.

YPPN / Yappn Corp. PRE 14A - - YAPPN CORP. SCHEDULE PRELIMINARY PROXY STATEMENT 14A

SCHEDULE 14A Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

Form of Series D Warrant (15)

EX-10.34 4 fs12014ex10xxxivyappn.htm FORM OF SERIES D WARRANT Exhibit 10.34 WARRANT YAPPN CORP. Series D No. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHEC

YPPN / Yappn Corp. S-1 - Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 23, 2014 Registration No.

Form of Series C Warrant (15)

EX-10.33 3 fs12014ex10xxxiiiyappn.htm FORM OF SERIES C WARRANT Exhibit 10.33 WARRANT YAPPN CORP. Series C No. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHE

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended August 31, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2014 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2014 ☐ 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: 000-55082 YAPPN CORP. (Exact nam

Code of Ethics and Conduct (14)

EX-14.1 3 f10k2014ex14iyappan.htm CODE OF ETHICS AND CONDUCT Exhibit 14.1 CODE OF ETHICS AND CONDUCT YAPPN CORP. YAPPN CORP. will conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will create a reputation for honesty, fairness, respectability, responsibility, integrity, trust and sound b

Employment Agreement between Yappn Corp. and Mr. David Lucatch dated June 1, 2014. (14)

Exhibit 10.32

YPPN / Yappn Corp. / ASHER ENTERPRISES INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* YAPPN CORP. (Name of issuer) Common Stock, $0.0001 value per share (Title of class of securities) 98484T105 (CUSIP number) June 9, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Entry into a Material Definitive Agreement - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2014 YAPPN CORP. (Exact Name of Small Business Issuer as Specified in Charter) Delaware 000-55082 27-3448069 (State or Other Jurisdiction of Incorporation) (Commission File

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x Quarterly Report UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended February 28, 2014 o TRANSITION REPORT UNDER SECTION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x Quarterly Report UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended February 28, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delawa

Assignment of Monies and Debt Due Arrangement (13)

Exhibit 10.7 ASSIGNMENT OF MONIES AND DEBTS DUE AGREEMENT 1. FOR VALUABLE CONSIDERATION, receipt whereof is hereby acknowledged and to secure the obligations of the undersigned (the “Debtor”) to Toronto Tree Top Holdings Ltd. (“TTTHL”) the Debtor hereby assigns and transfers to TTTHL, all of the Debtor’s right, title and interest in and to the collateral (the “Collateral”) described in Schedule “A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 7, 2014 (Date of earliest event reported) YAPPN CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Number)

Guaranty and Indemnity (Yappn Canada Inc.) (13)

Exhibit 10.5 GUARANTEE AND INDEMNITY (YAPPN CANADA INC.) TO: Toronto Tree Top Holdings Ltd. (the “Lender”) DATE: April 7, 2014 RECITALS: A. The Obligor is a subsidiary of the Borrower. The Obligor (as defined herein) is required to deliver this Agreement under the terms of the Credit Agreement. The Obligor will derive substantial direct and indirect benefits and advantages from the financial accom

General Security Agreement (Yappn Canada Inc.) (13)

Exhibit 10.3 GENERAL SECURITY AGREEMENT (YAPPN CANADA INC.) TO: Toronto Tree Top Holdings Ltd. (the “Lender”) DATE: April 7, 2014 FOR VALUE RECEIVED and intending to be legally bound by this general security agreement (the “Agreement”), the undersigned (the “Obligor”) agrees as follows: 1. INTERPRETATION 1.1 Capitalized Terms In this Agreement, except where the context otherwise requires, capitali

Guaranty and Indemnity (Intertainment Media Inc.) (13)

Exhibit 10.6 GUARANTEE AND INDEMNITY (INTERTAINMENT MEDIA INC.) TO: Toronto Tree Top Holdings Ltd. (the “Lender”) DATE: April 7, 2014 RECITALS: A. The Obligor (as defined herein) is required to deliver this Agreement under the terms of the Credit Agreement. The Obligor will derive substantial direct and indirect benefits and advantages from the financial accommodations to the Borrower under the Cr

Loan Agreement (13)

Exhibit 10.1 LOAN AGREEMENT THIS AGREEMENT made the 7th day of April, 2014. B E T W E E N: TORONTO TREE TOP HOLDINGS LTD. (hereinafter called the “Lender”) OF THE FIRST PART; - and - YAPPN CORP. a corporation incorporated under the laws of the State of Delaware; (hereinafter collectively called the “Borrower”) OF THE SECOND PART. WHEREAS the Borrower has applied to the Lender for a loan of up to $

Form of Promissory Note (13)

Exhibit 4.1 PROMISSORY NOTE AMOUNT: US$3,000,000.00 DUE: ON DEMAND FOR VALUE RECEIVED the undersigned, Yappn Corp. (the “Payor”) acknowledges itself indebted to and promises to pay on demand to or to the order of Toronto Tree Top Holdings Ltd. (the “Lender”) at 73 Richmond Street West, Suite PH3, Toronto, Ontario M5H 1Z4 or such other address as the Lender may designate from time to time in writin

Common Stock Purchase Warrant (13)

Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT

General Security Agreement (Intertainment Media Inc.) (13)

Exhibit 10.4 GENERAL SECURITY AGREEMENT (INTERTAINMENT MEDIA INC.) TO: Toronto Tree Top Holdings Ltd. (the “Lender”) DATE: April 7, 2014 FOR VALUE RECEIVED and intending to be legally bound by this general security agreement (the “Agreement”), the undersigned (the “Obligor”) agrees as follows: 1. INTERPRETATION 1.1 Capitalized Terms In this Agreement, except where the context otherwise requires, c

General Security Agreement between Yappn Corp. and Toronto Tree Top Holdings Ltd. (13)

Exhibit 10.2 General Security Agreement This General Security Agreement (the “Agreement”) is dated as of April 7, 2014, between Yappn Corp., a corporation (the “Debtor”), with its mailing address as set forth in Section 12(b) hereof, and Toronto Tree Top Holdings Ltd. (the “Secured Party”), with its mailing address as set forth in Section 12(b) hereof. Preliminary Statement A. The Debtor has reque

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April 8, 2014 EDGAR Division of Corporate Finance U.S. Securities & Exchange Commission 100 F Street North East Washington, D.C. 20549-3561 Attn: Ms. Jennifer Thompson Accounting Branch Chief Re: Yappn Corp. Form 10-K for Fiscal Year Ended May 31, 2013 File No. 000-55082 Filed September 13, 2013 Ladies and Gentlemen: This letter responds to comments contained in the Staff letter, dated March 12, 2

SUBSIDIARY OF YAPPN CORP. Name of Subsidiary Jurisdiction of Incorporation Yappn Acquisition Sub, Inc. State of Delaware Yappn Canada, Inc. Canada

Exhibit 21.1 SUBSIDIARY OF YAPPN CORP. Name of Subsidiary Jurisdiction of Incorporation Yappn Acquisition Sub, Inc. State of Delaware Yappn Canada, Inc. Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2013 o 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: 333-175667 Y

Yappn Completes Early Repayment of Asher Note In Full

Exhibit 99.1 Yappn Completes Early Repayment of Asher Note In Full NEW YORK, NY – March 27, 2014 – Yappn Corp (OTCQB:YPPN) (“Yappn or “Company”) (www.yappn.com) is pleased to announce that the Company has repaid the Convertible Promissory Note owed to Asher Enterprises Inc. due on July 2, 2014 early and in full. As a result the note is no longer outstanding and cannot be converted into shares of c

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 26, 2014 (Date of earliest event reported) YAPPN CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Number)

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March 20, 2014 Via EDGAR Division of Corporate Finance U.S. Securities & Exchange Commission 100 F Street North East Washington, D.C. 20549-3561 Attn: Ms. Jennifer Thompson Accounting Branch Chief Re: Yappn Corp. Form 10-K for Fiscal Year Ended May 31, 2013 File No. 000-55082 Filed September 13, 2013 Ladies and Gentlemen: This letter confirms that Yappn Corp. will respond to the comment letter fro

Amendment Agreement to Convertible Promissory Note issued in favor of JMJ Financial (11)

Exhibit 10.1 AMENDMENT TO THE $500,000 PROMISSORY NOTE DATED NOVEMBER 13, 2013 The parties agree that the $500,000 Promissory Note (the "Note") by and between Yappn Corp. (the "Borrower") and JMJ Financial (the "Lender") is hereby amended as follows: 1. Payment. The Lender shall make a payment to the Borrower of $40,000 of Consideration under the Note on or before February 21, 2014. 2. Conversion

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2014 YAPPN CORP. (Exact name of registrant as specified in charter) Delaware 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Entry into a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 27, 2014 (Date of earliest event reported) YAPPN CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Numb

YPPN / Yappn Corp. / ASHER ENTERPRISES INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 YAPPN CORP. (Name of issuer) Common Stock, $0.0001 value per share (Title of class of securities) 98484T105 (CUSIP number) February 7, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Form of Securities Purchase Agreement (9) (10)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December, [] 2013, among Yappn Corp., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors ”). R E C I T A L S WHEREAS, the Company and the Investors are parties to Subscription Agreements (the “Subscription Agreements”),

Entry into a Material Definitive Agreement - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 29, 2014 (Date of earliest event reported) YAPPN CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Numbe

Form of Series B Warrant (9) (10)

Exhibit 10.4 WARRANT YAPPN CORP. Series B No. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH

Form of 6% Convertible Promissory Note (9) (10)

Exhibit 4.1 6% CONVERTIBLE PROMISSORY NOTE $[] December [], 2013 FOR VALUE RECEIVED, Yappn Corp., a Delaware corporation (the “Maker”), promises to pay to the order of [] (the “Payee”) or his or its registered assigns (with the Payee, the “Holder”), upon the terms set forth below, the principal sum of [] ($) plus interest on the unpaid principal sum outstanding at the rate of 6% per annum (this “N

SUBSCRIPTION AGREEMENT

Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) of securities of Yappn Corp. (the “Company”). The Company is offering up to $1,000,000 in Units (the “Units”), with each such Unit consisting of (i) one unsecured convertible promissory note, $1,000 par value (e

Form of Series A Warrant (9) (10)

Exhibit 10.3 WARRANT YAPPN CORP. Series A No. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended November 30, 2013 o TRANSITION REPORT UNDER SECTION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended November 30, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delawa

- NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-55082 Notification Of Late Filing o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR For Period Ended: November 30, 2103 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR For the Transition Period Ended: Nothi

Form of 8% Convertible Note (8)

Exhibit 4.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT) US $25,000.00 YAPPN CORP 8% CONVERTIB

Securities Purchase Agreement between Yappn Corp. and LG Capital Funding LLC (8)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2013, by and between Yappn Corp, a Delaware corporation, with headquarters located at 1001 Avenue of the Americas, 11th Floor, New York, NY 10018 (the “Company”), and LG Capital Funding, LLC., a New York Limited Liability Company, with its address at 1218 Union Street, Suite #2

Securities Purchase Agreement between Yappn Corp. and GEL Properties LLC (8)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2013, by and between Yappn Corp, a Delaware corporation, with headquarters located at 1001 Avenue of the Americas, 11th Floor, New York, NY 10018 (the “Company”), and GEL Properties, LLC., a Delware Limited Liability Company, with its address at 16192 Coastal Highway, Lewes, DE

Entry into a Material Definitive Agreement - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 20, 2013 (Date of earliest event reported) YAPPN CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Numb

8% Convertible Note (7)

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Securities Purchase Agreement (7)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2013, by and between YAPPN CORP., a Delaware corporation, with headquarters located at 1001 Avenue of the Americas - 11th floor, New York, NY 10018 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY

Entry into a Material Definitive Agreement - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 12, 2013 (Date of earliest event reported) YAPPN CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Numb

YPPN / Yappn Corp. / Lucatch David - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Yappn Corp. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 98484T105 (CUSIP Number) David Lucatch C/O Yappn Corp. 1001 Avenue of America 11th Fl

AGREEMENT TO FILE JOINT SCHEDULE 13D

Exhibit 99.1 AGREEMENT TO FILE JOINT SCHEDULE 13D Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Yappn Corp., a Delaware corporation. The unde

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2013 YAPPN CORP. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 000-55082 (Commission File Number) 27-3848069

Convertible Promissory Note Issued in Favor of JMJ Financial (6)

Exhibit 4.1 YPPN Interest free if paid in full within 3 months $500,000 PROMISSORY NOTE FOR VALUE RECEIVED, Yappn Corp., a Delaware corporation (the "Borrower") with at least 100,000,000 common shares issued and outstanding, promises to pay to JMJ Financial or its Assignees (the "Lender") the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note wil

Amendment Agreement to Convertible Promissory Note Issued in Favor of JMJ Financial (6)

Exhibit 10.1 AMENDMENT TO THE $500,000 PROMISSORY NOTE DATED NOVEMBER 13, 2013 The parties agree that the $500,000 Promissory Note (the “Note”) by and between Yappn Corp. and JMJ Financial is hereby amended as follows: Section 6 of the Note, entitled “Terms of Future Financings,” is hereby replaced with the following: “6. Terms of Future Financings. So long as this Note is outstanding, upon any is

Amendment to Services Agreement (5)

Exhibit 10.1 AMENDMENT TO SERVICES AGREEMENT By this Amendment to the Services Agreement dated March 21, 2013 (the "Services Agreement") by and between Ortsbo, Inc., an Ontario, Canada corporation and its subsidiary Ortsbo USA Inc., a Delaware corporation (collectively, "Ortsbo") at 30 West Beaver Creek Road Suite 111 Richmond Hill, ON L4B 3Kl, Yappn Acquisition Sub, Inc. (“Yappn Acquisition”) a D

Entry into a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 23, 2013 (Date of earliest event reported) YAPPN CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Numbe

Securities Purchase Agreement (4)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 1, 2013, by and between YAPPN CORP., a Delaware corporation, with headquarters located at 1001 Avenue of the Americas - 11th floor, New York, NY 10018 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended August 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to YAPPN CORP. (Exact name of small business issuer as specified in its charter) Delaware

Convertible Promissory Note (4)

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Entry into a Material Definitive Agreement - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 9, 2013 (Date of earliest event reported) YAPPN CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-55082 27-3848069 (State or other jurisdiction of incorporation) (Commission File Number

- FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 27-3848069 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1001 Avenue of the Americas, 11t

SUBSIDIARY OF YAPPN CORP. Name of Subsidiary Jurisdiction of Incorporation Yappn Acquisition Sub, Inc. State of Delaware Yappn Canada, Inc. Canada

Exhibit 21.1 SUBSIDIARY OF YAPPN CORP. Name of Subsidiary Jurisdiction of Incorporation Yappn Acquisition Sub, Inc. State of Delaware Yappn Canada, Inc. Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2013 o 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: 333-175667 YAPPN CORP. (Exact na

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-175667 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 20-F ¨ Form 11-K o Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: May 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transitio

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-175667 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 20-F ¨ Form 11-K o Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: May 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transitio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2013 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 333-175667 27-3848069 (State or other jurisdiction (Commission File (IRS Employer of incorpor

D. Brooks and Associates CPA’s, P.A. Certified Public Accountants • Valuation Analyst • Advisors

D. Brooks and Associates CPA’s, P.A. Certified Public Accountants • Valuation Analyst • Advisors July 26, 2013 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sirs: We have read the statements included under Item 4.01 in the Form 8-K dated July 26, 2013 of Yappn Corp to be filed with the Securities and Exchange Commission and we agree

Unregistered Sales of Equity Securities, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2013 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 333-175667 27-3848069 (State or other jurisdiction (Commission File (IRS Employer of incorpora

Amended and Restated Certificate of Designation and Preferences of Series A Convertible Preferred Stock, filed with the Secretary of State of Delaware on May 31, 2013 (3)

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Yappn Corp.

Unregistered Sales of Equity Securities, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2013 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 333-175667 27-3848069 (State or other jurisdiction (Commission File (IRS Employer of incorpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2013 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 333-175667 27-3848069 (State or other jurisdiction (Commission File (IRS Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 o 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: 333-175667 Yappn

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2013 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 333-175667 27-3848069 (State or other jurisdiction (Commission File (IRS Employer of incorpo

Asset Purchase Agreement by and among Yappn Corp., Yappn Acquisition Sub., Inc. and Intertainment Media, Inc., dated March 28, 2013 (2)

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 28 2013, is made by and among YAPPN CORP.

Form of Warrant (2)

WARRANT NO. YAPPN CORP. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QU

Form of Note (2)

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2013 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 333-175667 27-3848069 (State or other jurisdiction (Commission File (IRS Employer of incorpo

Form of Indemnification Agreement (2)

YAPPN CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of (this “Agreement”), is made by and between Yappn Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”). RECITALS: A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the di

EX-3.1

Stock Purchase Agreement (2)

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 28, 2013, is made by and between Yappn Corp.

Bill of Sale dated March 28, 2013 (2)

BILL OF SALE This BILL OF SALE (the “Bill of Sale”), dated as of the 28th day of March 2013, is made and delivered by INTERTAINMENT MEDIA, INC.

Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (2)

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of March 28, 2013, by Yappn Corp.

Services Agreement by and between Ortsbo Inc., Ortsbo USA, Inc. and Intertainment Media Inc. dated March 21, 2013 (2)

Form of Subscription Agreement (2)

SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) of securities of Yappn Corp.

Form of Note Purchase Agreement (2)

NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of February , 2013, by and between Plesk Corp.

2013 Equity Incentive Plan (2)

YAPPN CORP. 2013 EQUITY INCENTIVE PLAN 1. PURPOSE OF PLAN 1.1 The purpose of this 2013 Equity Incentive Plan (this “Plan”) of Yappn Corp., a Delaware corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible

Form of First Amendment to Note Purchase Agreement (2)

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of , 2013, is entered into between Yappn Corp.

LOCK-UP AGREEMENT

LOCK-UP AGREEMENT March 28, 2013 Ladies and Gentlemen: The undersigned is a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Yappn Corp.

Form of Registration Rights Agreement (2)

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [] 2013, among Yappn Corp.

Lock-Up Agreement by and between Yappn Corp. and Intertainment Media Inc. (2)

LOCK-UP AGREEMENT March 28, 2013 Ladies and Gentlemen: The undersigned is a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Yappn Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2013 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 333-175667 27-3848069 (State or other jurisdiction (Commission File (IRS Employer of incorpo

YAPPN CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

YAPPN CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of , 2013 (this “Agreement”), is made by and between Yappn Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”). RECITALS: A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under

Amended and Restated Bylaws. (1)

AMENDED AND RESTATED BYLAWS OF YAPPN CORP. (A Delaware corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant T

Amended and Restated Certificate of Incorporation filed on March 14, 2013. (1)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PLESK CORP. PLESK CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Plesk Corp. 2. The date of the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State was November 3, 2010. 3. This Amende

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2013 YAPPN CORP. (Exact name of registrant as specified in its charter) Delaware 333-175667 27-3848069 (State or other jurisdiction (Commission File (IRS Employer of incorpo

- REGISTRATION STATEMENT

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PLESK CORP. (Exact name of Registrant as specified in its charter) Delaware 5731 27-3848069 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.) P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 o TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-175667 PLESK CORP. (Exact name of regi

- NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 333-175667 CUSIP Number: 729098 103 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form N-SAR ¨ Form 20-F ¨ Form N-CSR ¨ Form 11-K x Form 10-Q ¨ Form 10-D For Period Ended: November 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read instruction (on back page) before preparing form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 o TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-175667 PLESK CORP. (Exact name of regist

- NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 333-175667 CUSIP Number: 729098 103 NOTIFICATION OF LATE FILING (Check One): ¨Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨Form N-SAR ¨ Form N-CSR For Period Ended: August 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read instruction (on back page) before preparing form.

EX-10.4

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2012 Commission file number: 333-175667 PLESK CORP. (Exact

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2012 Commission file number: 333-175667 PLESK CORP. (Exact name of registrant as specified in its charter) Delaware 27-3848069 (State of incorporation) (I.R.S. Employer Identification No.) 4014 14th Avenue, B

- FORM NT-10K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 333-175667 CUSIP Number: 729098 103 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: May 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read instruction (on back page) before preparing form.

FILED PURSUANT TO

FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-175667 PLESK CORP. 2,000,000 Shares of Common Stock, par value $0.0001 This prospectus relates to the resale of 2,000,000 shares of common stock, par value $0.0001, of Plesk Corp. which are issued and outstanding and held by persons who are stockholders of Plesk Corp. Our common stock is presently not traded on any market or securities exchange

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Plesk Corp. 4014 14th Avenue Brooklyn, NY 11218 May 30, 2012 BY EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Catherine T. Brown, Staff Attorney Re: Plesk Corp. Form S-1 File No. 333-175667 Dear Ms. Brown: In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), Plesk Corp. (

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David Lubin & Associates, PLLC 10 Union Avenue, Suite 5 Lynbrook, New York 11563 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 May 14, 2012 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

- AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on May 14, 2012 Registration No.

- FORM S-1/A

As filed with the Securities and Exchange Commission on April 26, 2012 Registration No.

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David Lubin & Associates, PLLC 10 Union Avenue, Suite 5 Lynbrook, New York 11563 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 April 26, 2012 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

EX-10.3

- S-1/A

As filed with the Securities and Exchange Commission on February 23, 2012 Registration No.

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David Lubin & Associates, PLLC 10 Union Avenue, Suite 5 Lynbrook, New York 11563 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 February 23, 2012 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

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As filed with the Securities and Exchange Commission on February 7, 2012 Registration No.

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David Lubin & Associates, PLLC 10 Union Avenue, Suite 5 Lynbrook, New York 11563 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 February 6, 2012 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

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As filed with the Securities and Exchange Commission on December 27, 2011 Registration No.

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David Lubin & Associates, PLLC 10 Union Avenue, Suite 5 Lynbrook, New York 11563 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 December 27, 2011 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

SUBSCRIPTION AGREEMENT [For Non-US Investors]

SUBSCRIPTION AGREEMENT [For Non-US Investors] Made and signed as of the day of (month) .

BYLAWS PLESK CORP. (a Delaware corporation) ARTICLE I

BYLAWS OF PLESK CORP. (a Delaware corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a Vice-Chief Executive Officer and by the Chief Financial Officer or an Assis

EX-10.2

EX-3.1

As filed with the Securities and Exchange Commission on July 20, 2011 Registration No. ________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 PLESK CORP. (Exact name of Re

As filed with the Securities and Exchange Commission on July 20, 2011 Registration No.