Between December 16, 2011 and January 12, 2012, Bazi International, Inc. (the "Company") entered into Note Purchase Agreements (the "Agreements") with a limited number of accredited investors, pursuant to which the Company issued promissory notes in the principal amount of $150,000 (the "Notes"), together with 1,665,000 shares of the Company's Common Stock (the "Note Shares") (the "Note Offering"). The Notes are due and payable on or before the earlier to occur of March 31, 2012 or the date the Company consummates a qualified financing resulting in gross proceeds to the Company of at least $1.5 million. The Notes accrue interest at the rate of five percent (5%) per annum. Net proceeds to the Company after the deduction of selling commissions, but before expenses of the Note Offering, were approximately $120,100.

The foregoing is a summary description of the terms of the Note Agreement and Notes and by its nature is incomplete. For further information regarding the terms and conditions of the Note Agreement or Notes, reference is made to the form of Agreements and Notes, which are filed as exhibits hereto and incorporated by reference herein.

The Company intends to use the proceeds from the issuance of the Notes for its immediate working capital needs, which is currently insufficient to allow the Company to execute its business plan. The Company is currently seeking additional capital to fund its immediate working capital requirements and execute its business plan, or an alternative transaction to allow the Company to continue as a going concern. There is no assurance that the Company will be able to obtain such financing, or consummate an alternative transaction. In the event the Company is unable to obtain additional financing, or consummate an alternative transaction, it will be unable to continue as a going concern.

The disclosure set forth above under Item 2.03 is hereby incorporated by reference into this Item 3.02.

In addition to the issuance of the Notes and Note Shares, on January 12, 2012, the Company issued a total of 12,598,120 shares of the Company's Common Stock to certain of the Company's senior management team ("Management Shares"), which Management Shares were issued in consideration of the forgiveness of amounts due management aggregating $314,953.

The Notes, Note Shares and Management Shares (together, the "Securities") have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent the registration or an applicable exemption from the registration requirements of the Securities Act. The offer and sale of the Securities are exempt from the registration requirements of the Securities Act, pursuant to Regulation D and/or Section 4(2). The Securities were acquired for investment purposes without view to distribution, and there was no general advertising or general solicitation in connection with the issuance of the Securities. Further, restrictive transfer legends were placed on all certificates evidencing the Securities.

See Exhibit Index.