UNITED STATES 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 December 31, ~~2008~~2009

TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

For the transition period from _____ to ~~__________~~_________ _

Commission file number 333-143845

GETFUGU, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-8658254
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~600 Townsend~~8560 ~~Street~~West Sunset Blvd

Suite ~~123~~ E700

~~San Francisco~~Los Angeles, CA 90060

(Address of principal executive offices, including zip code.)

~~415~~424-~~848~~354-~~8800~~2464

(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 day. x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of 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 if 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 Act). x Yes ¨ x No

The aggregate market value of the registrant's common stock, $0.001 par value, held by non-affiliates was $93209,~~902~~740,~~585~~474 based on approximately ~~37,561,034~~191 shares and ~~the~~ the last sale price was $20.50023 for the common stock on April 914, ~~2009~~2010. The company had a total of ~~142~~482,~~839~~927,~~988~~956 shares outstanding as of April 915, ~~2009~~2010.

TABLE OF CONTENTS

PART I		Page
		Page
PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	5
Item 1B.	Unresolved Staff Comments.	10
Item 2.	Properties.	10
Item 3.	Legal Proceedings.	10
Item 4.	Submission of Matters to a Vote of Security Holders.	10
PART II
Item 5.	Market For Registrant’s Common Stock and Related Stockholder Matters.	10
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	1415
Item 8.	Consolidated Financial Statements and Supplementary Data.	1816
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	1617
Item 9B.	Other Information	16
Item 9A.	Controls and Procedures	17
Item 9B.	Other Information	17
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1718
Item 11.	Executive Compensation	1920
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2021
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2021
Item 14	Principal Accountant Fees and Services	2122
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	2223
Signatures		24
Index to Financial Statements

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “likely,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are subject to a number of risks that could cause them to differ from our expectations. These include, but are not limited to, risks relating to:

• Our financial condition and results of operations, including expectations and projections relating to our future performance and ability to achieve profitability;

• Our ability to capitalize on our business strategy

• Our ability to take advantage of opportunities for revenue development;

• Increasing competition in the mobile search engine industry with competitors with significantly more ability to acquire capital;

• Rapidly evolving and changing competitive and industry conditions; and

• The impact of general economic recession and other market and economic challenges on our business.

You should not place undue reliance on these forward-looking statements, which are based on our current views and assumptions. In evaluating these statements, you should specifically consider various factors, including the foregoing risks and those outlined under “Risk Factors.” Many of these factors are beyond our control. Our forward-looking statements represent estimates and assumptions only as of the date of this annual report on Form 10-K. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this annual report on Form 10-K.

PART I

ITEM 1. BUSINESS

General

GetFugu, Inc, (“GetFugu,” “Company,” “we,” “us,” or “our”), is developing next generation mobile search tools. Our technology is designed to play on the strengths of mobile handheld devices (mobile phones) and assist consumers to retrieve content more expediently. Consumers can download GetFugu application tools to their mobile phone device. The GetFugu applications allow consumers to retrieve content and eliminates the need to type a website address or search term into a browser.

We currently have four products ~~under development~~.

See It (ARL): “Vision recognition” The GetFugu application recognizes logos and products through any mobile phone camera. Consumers simply point their phone at a logo and retrieve content from the brand owner.

Say It (VRL): “Voice recognition” The consumer can simply speak into the phone to retrieve content. In addition to brand names, the consumer can say generic keywords such as “best pizza” or “ATM”.

3. Find It (GRL): “Location recognition” For local content, GetFugu is designed to work with the ~~GPS~~Global ~~systems~~Positioning Systems of today’s mobile phones. The application will return content, based on the proximity to the user. A keyword of “pizza” will return the ~~five~~ closest pizza parlors. Local businesses can pay for voice-activated key words to position themselves at the top of the search list within specified postal codes.

4. Get it (Hotspotting): GetFugu provides advertisers with a way to monetize their marketing efforts through a mobile ecommerce tool called Hot-Spotting, which enables the consumer to purchase or retrieve information on any item featured in the video simply by touching it on the screen. This function is currently limited to touch-screen phones and ~~selected~~select Blackberry models.

Background

~~We were~~The Company was incorporated in the State of Nevada on March 14, 2007 under the name Madero, Inc. On August 29, 2008, the Company entered into a stock ~~purchase~~ purchase agreement (the “Stock Purchase Agreement”) with Mike Lizarraga (~~our~~ ~~then~~ sole director, ~~and our~~ former President, Chief Executive Officer, and Chief Financial Officer of Madero, Inc.), and Media Power, Inc. (“MPI”). Pursuant to the terms and conditions of the Stock Purchase Agreement, MPI acquired 48,000,000 shares of the ~~our~~Company’s common stock (this number, and all other share amounts presented, is post the 12 for 1 forward stock split which was effectuated on ~~January~~February 2311, 2009), or approximately 48.07% of ~~our~~the Company’s then issued and outstanding shares of common stock from Mr. Lizarraga.

Prior to the closing of the transactions referenced in the Stock Purchase Agreement, the Company was a development stage company ~~that~~in ~~intended~~an ~~to open and operate~~unrelated ~~children’s themed restaurants in Mexico~~industry. Through ~~that~~March ~~date~~14, 2007, the Company’s activities had been limited to its formation, business ~~plan~~planning and raising capital~~. Since that date~~, ~~the~~and ~~Company~~since August is29, ~~investigating turning~~2008 ~~its~~has ~~business~~been ~~strategy~~involved ~~and~~in ~~activities~~the ~~toward~~development ~~developing~~of next generation ~~mobile~~ mobile search tools.

On January 23, 2009, wethe Company amended ~~our~~ its Articles of Incorporation to increase the number of authorized common stock, par value $0.001 per share, from 75,000,000 to 500,000,000. On February 11, 2009, wethere ~~conducted~~was a forward split of ~~our~~common ~~Common~~stock ~~Stock~~ whereby ~~every~~each ~~one~~ issued and outstanding ~~shares~~share of ~~Common~~common ~~Stock~~ stock was ~~automatically~~ split into 12 shares of ~~Common~~common ~~Stock~~stock.

Effective March 25, 2009, wethe ~~amended~~Company’s ~~our~~ Articles of Incorporation were amended to change the ~~our~~ name to GetFugu, Inc.

Effective April 9, 2009, we entered into an Agreement for the Assignment of Patent Rights (the “Assignment Agreement”) with MARA Group Ltd. Pursuant to the Assignment Agreement the Company acquired eight patent applications (the “Patent Applications”) from MARA Group Ltd. in exchange for 25 million shares of Common Stock of the Company. Prior to the closing of this transaction MARA Group Ltd. was deemed to be an “affiliate” of ours, as an owner of more than ten (10%) percent of our outstanding Common Stock.

On October 19, 2009, the Company’s Board of Directors approved (i) the reincorporation of the Company from Nevada to Delaware, (ii) increasing the number of authorized shares of Common Stock from 500,000,000 to 750,000,000, (iii) issuing up to 200,000,000 shares of “blank check” preferred stock, and (iv) the creation of the 2009 Incentive Compensation Plan with a maximum of 250,000,000 shares of Common Stock to be issued with no more than 100,000,000 shares permitted to be issued in any fiscal year. As of April 15, 2010, the Company had not formally adopted the Incentive Compensation Plan. All of the above noted items require shareholder approval. Accordingly, at this meeting, the Board approved the filing with the Securities and Exchange Commission (“SEC”) of a written consent statement. As of April 15, 2010 the Company has not filed its amended articles of incorporation with the appropriate regulatory bodies.

Introduction

WeSince ~~are~~April ~~developing~~9, ~~technology~~2009, we have developed mobile-based technology applications that allow any camera-equipped mobile phone from any mobile phone carrier to access information from advertisers and/or marketers by downloading the information (“content”) by simply clicking on the logo of a company. Clicking on the logo allows the individual to ~~bypass~~ bypass traditional search engines such as Google, Yahoo or MSN to retrieve the ~~content~~ content they seek.

Market Analysis

With ~~nearly~~over 4 billion handheld devices in in the world, mobile phones outnumber PCs nearly 4-to-1. We believe mobile ~~phones~~ phones provide an attractive advertising platform. Currently, advertising to ~~mobile~~ mobile phone customers (“MPC”) has been limited because there is no industry ~~standard~~ standard for retrieving the content they seek. When a MPC wishes to retrieve content they have to use traditional methods via search engines like Google or Yahoo to receive the information they seek. We seek to improve the way MPC search for content by using the technology applications itwe have ~~has~~ developed.

The Challenges in Mobile Advertising

Today’s mobile devices continue to improve at an exponential rate. Processing power is increasing, displays are crisper and peripheral hardware such as cameras, gyroscopes and accelerometers are being integrated. Because of this, it is possible to develop new applications that offer rich multimedia experiences for end users. However, though hardware continues to improve, data entry continues to be an awkward process. While some phones contain physical keyboards, they are often difficult to use because of their size and require the user to focus their attention on the device. Virtual (on screen) keyboards can be awkward as well – as they do not provide users with tactile feedback. Multi-tap interfaces are even more burdensome, requiring the user to press a key multiple times to select a corresponding letter.

provide users with tactile feedback. Multi-tap interfaces are even more burdensome, requiring the user to press a key multiple times to select a corresponding letter.

Current Mobile Phone Market

AsIt ofis ~~2008,~~estimated ~~96.3%~~that currently over 90% of all cell phones ~~contained~~ contain a camera. The Company believes that the mobile phone sector will be the next large-scale arena for advertising campaigns. In addition, the number of cell phones that contain a ~~GPS (“~~Global Positioning System (“GPS”) is increasing. It is estimated that 9560% of new cell phones ~~will~~ contain a GPS unit. Currently, the majority of cellular phones have a microphone. We believe it is possible to leverage these core components of the mobile phone to provide new advertising paths for businesses while reaching a large target audience.

Simplifying the Mobile Search Process

For technology to be widely accepted it must be simple;, otherwise, both consumers and advertisers can be lost in a sea of complexity. In our implementation, we present a comprehensive, unified interface that allows end users to perform queries based on visual, auditory and location-based information. While running the application, the user can speak a command, capture an image, or use their location, and receive a wealth of information about specific products or nearby vendors. The end goal is the same: to find out more about a product or company. The technology must be simple for advertisers as well. In our implementation, an advertiser simply uploads their logo for ARL, types in a keyword for VRL, and uses standard postal codes for geographic designation of the territory to be covered. Once they have entered this information into the system, it becomes active for all end users.

simply uploads their logo for ARL, types in a keyword for VRL and optionally uses a simple drag-and-click map interface to define an advertising region. Once they have entered their information into the system, it becomes active for all end users.

Competitive Analysis

With the ~~introduction~~rapid deployment of internet-based smart phones, we believe we will have the ability to introduce our technology applications to the mobile communication world with little to no impediments. We believe the market “timing” for the launch of our mobile technology platform is excellent, as it is being introduced at a time when advertising in the mobile phone marketplace is in its infancy.

Competition

We could face substantial competition from companies such as Google, Apple, Yahoo and Microsoft if they were to develop similar technologies and enter the wireless mobile phone sector. The field of mobile augmented reality is a new one. While there is not a dominant threat, there are several smaller competitors such as SnapTell, Total Immersion and even Google (via their ~~voice~~Google ~~recognition~~Goggles mobile search application).

Revenue Model

We Our revenue ~~anticipate~~model ~~that~~is ~~we will use a DNS registration (~~monthly subscription) ~~business~~based, ~~model~~charging ~~and~~as ~~charge~~little as $9.99/mo (for small businesses), and $99/mo for companies with ten or more employees. This fee is is based on a single ~~logo~~log ~~(“markers”)~~ or keyword and includes a single ARL/VRL/GRL for an unlimited amount of traffic. We believe that Fortune 500 companies that ~~use~~ use multiple forms of advertising will purchase multiple ~~markers~~logos to track their ads. Hotspotting involves a revenue ~~split~~sharing with the advertiser on a transaction basis. We believe the market potential for these applications is global and includes both national and local advertisers in each area. These advertisers have an estimated ~~350,000,000~~400 million logos worldwide. Each of these is a potential advertiser.

Employees

As of December 31, ~~2008~~2009, we had no33 full time employees.

ITEM 1A. RISK FACTORS

The following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations. Other risks and uncertainties may also affect our results or operations adversely. The following and these other risks could materially and adversely affect our business, operations, results or financial condition. You should carefully read the following risk factors when you evaluate our business and the forward-looking statements that we make in this report, in our financial statements and elsewhere. Any of the following risks could materially adversely affect our business, our operating results, our financial condition and the actual outcome of matters as to which we make forward-looking statements.

Risks related to our lack of liquidity

We have no revenues and have incurred and expect to continue to incur substantial losses. We will not be successful unless we reverse this trend.

~~Through~~We began our sales efforts in late March 2010 and as of April 1415, ~~2009~~2010, we have ~~not generated~~recorded ~~any~~ no revenues. As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and ~~negative~~ negative operating cash flows for the foreseeable future. We anticipate that our existing cash and cash equivalents will not be sufficient to fund our business needs. Our ability to continue may prove more expensive than we we currently anticipate and we may incur significant additional costs and expenses.

We expect that capital outlays and operating expenditures will continue to increase as we attempt to expand our infrastructure and development activities and we will require significant additional capital in order to implement our business plan and continue our operations. We may also generate revenues from product sales or the license of our technology but no assurances can be given as to if or when such revenues will commence or the amount of such revenues if they do commence.

We expect to generate revenues from product sales or the license of our technology, but can provide no assurances as to our success in generating revenue.

If we fail to raise additional capital or receive substantial cash inflows from additional investors, our business objectives could be compromised.

We have limited capital resources and operations to date have been funded with the proceeds from equity and debt financings. Primarily as a result of our recurring losses and our lack of liquidity in connection with our fiscal year ended December 31, ~~2008~~2009, we received a report from our independent auditors that includes an explanatory paragraph describing the substantial ~~uncertainty~~doubt as to our ability to continue as a going concern.

Even if we obtain additional short term financing, our business will require substantial additional investment that we have not yet secured. We cannot be sure how much we will need to spend in order to develop and market new products, services and technologies in the future. We expect to continue to spend substantial amounts on development. Further, we will not have sufficient resources to develop fully any new products, services or technologies unless we are able to raise substantial additional financing on acceptable terms or secure funds from new or existing partners. Our failure to raise capital when needed would adversely affect our business, financial condition and results of operations, and could force us to reduce or discontinue our operations at some time in the future, even if we obtain financing in the near term

If we borrow money to expand our business, we will face the risks of leverage.

~~We anticipate that we may in the future incur debt for financing our growth.~~ Our ability to borrow funds will depend upon a number of factors, including the condition of the financial markets. The risk of loss in such circumstances is increased because we would be obligated to meet fixed payment obligations on specified dates regardless of our revenue. If we do not meet our debt service payments when due, we may sustain the loss of our equity investment in any of our assets securing such debt upon the foreclosure on such debt by a ~~secured~~ secured lender.

Risks related to our business

Going Concern.

Primarily as a result of our recurring losses and our lack of liquidity in connection with our fiscal year ended December 31, ~~2008~~2009, we received a report from ~~our~~ our independent ~~auditors~~registered public accounting firm that includes an explanatory paragraph describing the substantial ~~uncertainty~~doubt as to our ability to continue as a ~~going~~ going concern.

WeTo this ~~are~~point, inwe ~~the~~have ~~early~~been ~~stages~~in of product development and our success is uncertain.

We are a development stage company and are insubject to the ~~early~~risks ~~stages~~associated ofwith ~~developing~~a development ~~our~~stage ~~products and services~~company. WeSubsequent ~~have~~to ~~not~~December ~~yet successfully~~31, ~~developed~~2009, ~~any~~we ofhave determined that our initial products and services toare ~~the~~in a final completion stage. We may fail to fully develop ~~any~~ products or services, to implement our business model and strategy successfully or to revise our business model and strategy should industry conditions and competition change. We cannot make any assurances that any of our product candidates, if successfully developed, would ~~generate~~ generate sufficient revenues to enable us to be profitable. Furthermore, we cannot make any assurances that we will be successful in addressing these risks. If we are not, our business, results of operations and financial condition will be be materially adversely affected.

We have a limited operating history and we may not be able to successfully develop our business.

We have a limited operating history and our financial health will be subject to all the risks inherent in the establishment of a new business enterprise. The likelihood of our success must be considered in the light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the startup and growth of a new business, and the competitive environment in which we will operate. Our success is dependent upon the successful financing and development of our business plan. No assurance of success is offered. Unanticipated problems, expenses, and delays are frequently encountered in establishing a new business, and marketing and developing products. These include, but are not limited to, competition, the need to develop customers and market expertise, market conditions, sales, marketing and governmental regulation. The failure to meet any of these conditions would have a materially adverse effect and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

Our limited operating history makes predicting our future operating results difficult. As a software development company with a limited history, we face numerous risks and uncertainties in the competitive markets. In particular, we have not proven that we can:

o develop entertainment software in a manner that enables us to be profitable and meet strategic partner and customer requirements;

o develop and maintain relationships with key customers and strategic partners that will be necessary to optimize the market value of our products and services;

o raise sufficient capital in the public and/or private markets; or

o respond effectively to competitive pressures.

If we are unable to accomplish these goals, our business is unlikely to succeed. Even if we are able to license certain of our technology to generate revenue we will still be operating at a significant loss during the course of our software development program.

If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market products and services we develop, we may not be able to generate product revenue.

~~We do not currently have an organization~~Subsequent ~~for~~to ~~the~~December ~~sales~~31, ~~marketing~~2009, ~~and distribution of software products and related services. We anticipate that~~ we ~~will~~have ~~seek~~entered ~~to enter~~ into various strategic sales alliances, ~~distribution agreements or other arrangements~~ with third parties to market ~~any~~ our products orand services we develop. IfWe wedo ~~are unable to enter into such agreements,~~not weknow ~~would~~if ~~have~~these torelationships ~~build~~will ~~sales,~~result ~~marketing,~~in ~~managerial~~revenues ~~and~~sufficient ~~other non-technical capabilities and develop, train and or manage a sales force, all of which would cause us~~ to ~~incur~~support ~~substantial additional expenses. If we are unable to establish~~our ~~adequate~~business ~~sales, marketing and distribution capabilities, whether independently or with third parties, we may not be able to generate product revenue and may not become profitable~~model.

Our software products and services are subject to the risk of failure inherent in ~~the development of~~ products or services based on new and ~~unproved~~unproven technologies.

Because our software is and will be based on new technologies, it is subject to risk of failure. These risks include the possibility that:

o our new approaches will not result in any products or services that gain market acceptance;

o our software will unfavorably interact with other types of commonly used software, thus restricting the circumstances in which it may be used;

o proprietary rights of third parties will preclude us from marketing a new product; or

o third parties will market superior or more cost-effective products or services.

As a result, our activities, either directly or through corporate partners, may not result in any commercially viable products or services.

Our software products and related services may be subject to future product liability claims. Such product liability claims could result in expensive and time-consuming litigation and payment of substantial damages.

The development, testing, marketing, sale and use of software runs a risk that product liability claims may be asserted against us if it is believed that the use or testing of our products and services have caused adverse technology problems to existing systems. We cannot make assurances that claims, suits, or complaints relating to the use of our technology will not be asserted against us in the future. If a product liability claim asserted against us was successful, we may be required to limit commercialization of our technology. Regardless of merit or outcome, claims against us may result in significant diversion of our management’s time and attention, expenditure of large amounts of cash on legal fees, expenses and damages and a decreased demand for our products and services. We cannot make any assurances that we will be able to acquire or maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us.

We do not hold any patents on our technology and it may be difficult to protect our technology.

We do not have any patents issued, or but we do have patents pending. We do have development work or source code which we believe has the potential for patent protection. We will evaluate our business benefits in pursuing patents in the future. We seek to protect all of our development work with confidentiality agreements with our engineers, employees and any outside contractors. However, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property or technology or otherwise develop a product with the same functionality as our software. Policing unauthorized use of our software and intellectual property rights is difficult, and nearly impossible on a worldwide basis. Therefore, we cannot be certain that the steps we have taken or will take in the future will prevent misappropriation of our technology or intellectual property, particularly in foreign countries where we plan to do business or where our software will be sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where the enforcement of such laws is not common or effective.

A dispute concerning the infringement or misappropriation of our proprietary rights or the proprietary rights of others could be time consuming and costly and an unfavorable outcome could harm our business

There is significant litigation in the software field regarding patents and other intellectual property rights. Software companies with greater financial and other resources than us have gone out of business from the cost of patent litigation or from losing a patent litigation. We may be exposed to future litigation by third parties based on claims that our software, technologies or activities infringe the intellectual property rights of others. Although we try to avoid infringement, there is the risk that we will use a patented technology owned or licensed by another person or entity and/or be sued for infringement of a patent owned by a third party. Under current United States law, patent applications are confidential for 18 months following their priority filing date and may remain confidential beyond 18 months if no foreign counterparts are applied for in jurisdictions that publish patent applications. If our products are found to infringe any patents, we may have to pay significant damages or be prevented from making, using, selling, offering for sale or importing such products or services or from practicing methods that employ such products and services.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property.

Our success also depends upon the skills, knowledge and experience of our technical personnel, our consultants and advisors as well as our licensors and contractors. Because we operate in a highly competitive field, we rely almost wholly on trade secrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality and intellectual property assignment agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third parties all confidential information developed by the receiving party or made known to the receiving party by us during the course of the receiving party’s relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive property. However, these agreements may be breached and may not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case we would not be able to prevent use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and used our trade secrets could be difficult, expensive and time consuming and the outcome unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could adversely affect our competitive position.

Raising equity may result in a risk of potential significant shareholder dilution.

From our inception we have not yet received any sales revenue. Accordingly, working capital has been obtained through debt and equity financing activities. Our share price has proven to be very volatile and the shares issued carry restrictive legends. As a result, all equity-based transactions have been at significant discounts to the quoted share price. The combination of the share volatility and restricted transferability could result in a significant number of shares issued to fund our operations. This potential significant issuance of shares could result in a significant dilution to the shareholders.

Risks related to our industry

Our technology may become obsolete or lose its competitive advantage.

The software and services business is very competitive, fast moving and intense, and we expect it to be increasingly so in the future. Other companies have developed and are developing software technologies and related services that, if not similar in type to our software and services, are designed to address the same end user or customer. Therefore, there is no assurance that our products or services and any other products or services we may offer will be the best, the first to market, or the most economical to make or use. If competitors’ products or services are better than ours, for whatever reason, our sales could decrease, our margins could decrease and our products and services may become obsolete.

There are many reasons why a competitor might be more successful than we are or will be, including:

o Competitors may have greater financial resources and can afford more technical and development setbacks than we can.

o Competitors may have been in the software business longer than we have. They may have greater experience than us in critical areas like testing, sales and marketing. This experience or their name recognition may give them a competitive advantage over us.

o Competitors may have a better patent position protecting their technology than we either have or will have. If we cannot prevent others from copying our technology or developing similar technology, or if we cannot obtain a critical license to another’s patent that we need to make and use our technology, we would expect our competitive position to lessen. Because the company that is “first to market” often has a significant advantage over latecomers, a second place position could result in less than anticipated sales.

If potential customers do not accept our products or services, we may never achieve enough sales to make our business profitable.

The commercial success of our future products and services will be dependent on their acceptance by potential customers. Our products and services will be based on technology that has not been completely proven and is subject to the risks of failure inherent in products and services based on new technologies. A significant portion of our resources will be used for research and development and marketing relating to our proposed products and services. There can be no assurance that we can or will develop marketable products and services. The failure of our products and services to achieve market acceptance would have a material adverse effect on us.

Risks related to our common stock

Our stockholders may not be able to resell their shares at or above the purchase price paid by such stockholders, or at all.

Our common stock is listed on the Over ~~the~~ The Counter Bulletin Board trading system (“OTCBB”). An investment in our stock may be highly illiquid and subject to significant market volatility. This volatility may be caused by a variety of factors including low trading volume and market conditions.

In addition, the value of our common stock could be affected by:

o actual or anticipated variations in our operating results;

o changes in the market valuations of other similarly situated companies providing similar services or serving similar markets;

o announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

o adoption of new accounting standards affecting our industry;

o additions or departures of key personnel;

o introduction of new products or services by us or our competitors;

o sales of our common stock or other securities in the open market;

o changes in financial estimates by securities analysts;

o conditions or trends in the market in which we operate;

o changes in our earnings estimates and recommendations by financial analysts;

o our failure to meet financial analysts’ performance expectations; and

o other events or factors, many of which are beyond our control.

Stockholders may experience wide fluctuations in the market price of our securities. These fluctuations may have an extremely negative effect on the market price of our securities and may prevent a stockholder from obtaining a market price equal to the purchase price such stockholder paid when the stockholder attempts to sell our securities in the open market. In these situations, the stockholder may be required either to sell our securities at a market price which is lower than the purchase price the stockholder paid, or to hold our securities for a longer period of time than planned. An inactive market may also impair our ability to raise capital by selling shares of capital stock, and may impair our ability to acquire other companies by using common stock as consideration, or to recruit and retain managers with equity-based incentive plans

Our stock price may be highly volatile , because of several factors, including a limited public float.

The market price of our stock may be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to resell our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

o announcements concerning our strategy;

o litigation; and

o general market conditions.

The concentrated ownership of our capital stock may have the effect of delaying or preventing a change in control of our company.

~~Our~~As of April 15, 2010, our directors, officers, principal stockholders and their affiliates beneficially own approximately 7723.48% of our outstanding capital stock. The interests of our directors, officers, principal stockholders and their affiliates may differ from the interests of other stockholders. Our directors, officers, principal stockholders and their affiliates will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of mergers, acquisitions and other significant corporate transactions. (See “Principal Stockholders.”)

Our common stock is “a penny stock” and is subject to special regulations promulgated by the SEC.

The Securities and Exchange Commission (“SEC”) has adopted regulations that generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore we are a “penny stock” according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors hereunder to sell their shares.

We have never paid nor do we expect in the near future to pay dividends.

We have never paid cash dividends on our capital stock and do not anticipate paying any cash dividends for the foreseeable future.

Investors may lose all of their investment in us.

Investment in us involves a high degree of risk. Investors may never recoup all or part of or realize any return on their investment. Accordingly, investors may lose all of their investment and must be prepared to do so.

We may experience difficulties in the future in complying with Section 404 of the Sarbanes-Oxley Act.

As a public company, we are required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002. In this regard, we have and will continue to comply with the internal control requirements of Section 404 of the Sarbanes-Oxley Act. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public accounting firm report on management’s evaluation of our system of internal controls for each fiscal year ending on or after December 15, 2009. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our ~~reporting~~ reporting obligations.

If we fail to establish or maintain proper and effective internal controls in future periods, it could adversely affect our operating results, financial condition and our ability to run our business effectively and could cause investors to lose confidence in our financial reporting.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

We currently maintain an office address at ~~600~~8560 ~~Townsend~~West Sunset ~~Street~~Blvd, Suite ~~129 E~~700, ~~San~~Los ~~Francisco~~Angeles, California. We pay approximately $818,000 per month for rent orand other related fees for the use of this office. We own no physical properties, plants or real estate.

ITEM 3. LEGAL PROCEEDINGS

WeA ~~are~~lawsuit was filed on November 25, ~~not~~2009 ~~presently~~against the Company, numerous former and current Company officers and directors, and other individuals and entities. Plaintiffs have made no direct claims against the Company, but have instead named it as a ~~party~~“nominal” defendant, and have alleged “derivative” causes of action on its behalf. The Plaintiffs appear at present to ~~any~~only ~~litigation~~claim damages of approximately $26,000,000 resulting from loans they made to previous companies, which Carl Freer, the President of the Company, allegedly personally guaranteed. The Company’s counsel is preparing a motion to dismiss. The Company and those officers and directors deny plaintiffs’ allegations, and plan to vigorously defend the action. Accordingly, the Company has no liability accrued as it relates to this matter.

By letter dated February 24, 2010, fourteen former employees of a separate company made a demand for $430,000 in unpaid wages against that company, and threatened to file suit against the Company, on the ground that the separate company was merely an instrumentality of GetFugu, Inc. To the Company’s knowledge, no claim has been filed to date and the Company believes the demand is not an obligation of the Company. Accordingly, as of December 31, 2009, the Company has no liability accrued as it relates to this matter.

On April 1, 2010, Hutton International Investments, Ltd (“Hutton”) filed a suit claiming that it suffered damages as a result of the Company's breach of a securities purchase agreement with the Company. The parties stipulated to settle the claim in exchange for issuance to Hutton of 40,000,000 shares of the Company’s common stock, subject to adjustment and the Court’s approval of the settlement under Section 3(a)(10). The court approved the settlement and dismissed the action on April 6, 2010 at which time 40,000,000 shares of the Company’s common stock were issued to Hutton. The Company recorded a charge of approximately $1,200,000 for the year ended December 31, 2009, based on the share price of the Company’s stock on the date of settlement.

A demand for arbitration filed on April 13, 2010, by six former employees and independent contractors, seeking unpaid wages and unspecified damages. At December 31, 2009, the Company had accrued a liability for all such wages.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Reference is made to the Information Statement on Schedule 14C filed by the Company with the SEC on December 3, 2008.

PART II

ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES

In conjunction with an Amendment to our Articles of Incorporation, which changed the name of the Company to GetFugu, Inc., effective March 25, 2009, the Company’s trading symbol on the Over The Counter Bulletin Board is “GFGU.” From February 22, 2009 ~~through~~ through March 25, 2009, the Company’s trading symbol was “MDEO”, and prior to then the symbol was “MDRQ”. ~~There has been no active trading market for our Common Stock.~~

As of April 915, ~~2009~~2010, we had ~~142~~ 252,~~839~~927,~~988~~956 shares of $0.001 par value common stock issued and outstanding. Of the ~~142~~ 252,~~839~~922,~~988~~956 shares of common stock outstanding as of April 9,15 ~~2009~~2010, 26 16,~~850~~913,~~000~~474 shares are owned by our officers and directors.

The stock transfer agent for our securities is Empire Stock Transfer, Inc.

Equity Compensation Plans

~~Except~~ We do ~~for~~not ~~employment~~have ~~arrangements with~~a ~~Mr.~~qualified ~~Stolar~~stock ~~and~~option Mrplan. We ~~Stoppenhagen,~~have ~~the Company has no compensation plans~~issued ~~under~~non-qualified ~~which~~stock ~~equity~~options ~~securities~~to ofvarious ~~the~~employees, ~~Company~~officers, ~~are authorized for~~and ~~issuance~~directors.

Holders

As of April 915, ~~2009~~2010, there ~~are~~were 44 192 holders of record ~~for~~of our common stock.

Other

Effective March 24, 2010, we entered into an Agreement and Plan of Merger with each of Mobile Search Technologies, Inc. and Cellular Software Corporation, pursuant to which we acquired both companies as our wholly-owned subsidiaries in exchange for 100 million shares of our common stock each. Mobile Search Technologies was wholly-owned by Oscar Holdings, LLC, which is beneficially owned by our President, Carl Freer. The primary assets of each company are intellectual property rights relating to next generation mobile search technology. Each of the principals also executed our standard form Confidentially and Intellectual Property/Invention Assignment Agreement, a copy of which is attached as Exhibit 10.1. Copies of the merger agreements are attached hereto as Exhibits 10.2 and 10.3.

Dividends

As of the date of this annual report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of the report 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, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty 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.

The following discussion should be read in conjunction with the Financial Statements and notes thereto included in Item 8 of Part II of this Annual Report on Form 10-K.

Overview

We are developing next generation mobile search tools. Our technology is designed to play on the strengths of mobile handheld devices (mobile phones) and assist consumers to retrieve content more expediently. Consumers can download GetFugu application tools to their mobile phone device. ~~Our~~The ~~applications~~GetFugu applications allow consumers to retrieve content and ~~eliminate~~eliminates the need to type a website address or search term into a browser.

We currently have four products ~~under development~~.

1. See It (ARL): “Vision recognition” The GetFugu application recognizes logos and products through any mobile phone camera. Consumers simply point their phone at a logo and retrieve content from the brand owner.

2. Say It (VRL): “Voice recognition” The consumer can simply speak into the phone to retrieve content. In addition to brand names, the consumer can say generic keywords such as “best pizza” or “ATM”.

3. Find It (GRL): “Location recognition” For local content, GetFugu is designed to work with the GPS systems of today’s mobile phones. The application will return content, based on the proximity to the user. A keyword of “pizza” will return the five closest pizza parlors. Local businesses can pay for voice-activated key words to position themselves at the top of the search list.

Background

We were incorporated in the State of Nevada on March 14, 2007 under the name Madero, Inc. On August 29, 2008, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Mike Lizarraga (~~our~~the then sole director, and our former President, Chief Executive Officer, and Chief Financial Officer), and Media Power, Inc. (“MPI”). Pursuant to the terms and conditions of the Stock Purchase Agreement, MPI acquired 48,000,000 shares of our common ~~stock~~ stock (this number isand all other share and per share amounts are post the 12 for 1 1 forward split which was effectuated on ~~January~~February 2311, 2009), or ~~approximately~~ approximately 48.07% of our then issued and outstanding shares of common stock, from Mr. Lizarraga. Pursuant to the terms and conditions set forth in the Stock Purchase Agreement, Mike Lizarraga tendered his resignation as the sole director, which resignation was effective October 9, 2008. On October 9, 2008, Richard Jenkins was appointed as the Chairman of the Board of Directors and sole director. On August 29, 2008, Mr. Jenkins was named President, Chief Executive Officer, Chief Financial Officer, and Secretary of the Company.

Prior to the closing of the transactions referenced in the Stock Purchase Agreement, the Company was a development stage company that intended to open and operate children’s themed restaurants in Mexico. Through that date, the Company’s activities had been limited to its formation, business plan, and raising capital. Since that date, the Company ishas ~~investigating turning~~been ~~its~~involved ~~business strategy and activities toward~~ with developing next generation mobile search tools.

On January 23, 2009, we amended ~~our~~ our Articles of Incorporation to increase the number of authorized common stock, ~~par~~ par value $0.001 per share, from 75,000,000 to 500,000,000. On ~~February~~ February 11, 2009, we conducted a forward split of our Common Stock whereby every one issued and outstanding ~~shares~~share of Common Stock was automatically split into 12 shares of Common Stock.

Effective March 25, 2009, we amended our Articles of Incorporation to change our name to GetFugu, Inc.

Effective April 9, 2009, we entered into an Agreement for the Assignment of Patent Rights (the “Assignment Agreement”) with MARA Group Ltd. Pursuant to the Assignment Agreement the Company acquired eight patent applications (the “Patent Applications”) from MARA Group Ltd. in exchange for 25 million shares of Common Stock of the Company. Prior to the closing of this transaction, MARA Group Ltd. ~~was~~ was deemed to be an “affiliate” ~~of ours~~, as anit ~~owner~~owned of more than ten (10%) percent of our outstanding Common Stock.

On October 19, 2009, the Company’s Board of Directors approved (i) the reincorporation of the Company from Nevada to Delaware, (ii) increasing the number of authorized shares of Common Stock from 500,000,000 to 750,000,000, (iii) issuing up to 200,000,000 shares of “blank check” preferred stock, and (iv) the creation of the 2009 Incentive Compensation Plan with a maximum of 250,000,000 shares of Common Stock to be issued with no more than 100,000,000 shares permitted to be issued in any fiscal year. As of April 15, 2010, the Company had not formally adopted the Incentive Compensation Plan. All of the above noted items require shareholder approval. Accordingly, at this meeting, the Board approved the filing with the Securities and Exchange Commission (“SEC”) of a written consent statement.. As of April 15, 2010 the Company has not filed its amended articles of incorporation with the appropriate regulatory bodies.

~~Limited~~2009 ~~operating~~Compared ~~history;~~to ~~need for additional capital~~2008

There is no historical financial information about us upon which to base an evaluation of our performance and through December 31, 2008 we did not generate any revenues since inception. We cannot guarantee that the newly created company will be successful in its business operations.Revenues

~~During~~Revenues ~~the~~were ~~fiscal~~zero ~~2008~~for ~~year~~the ~~which~~years ended December 31, ~~2008,~~2009 ~~we were a start-up stage corporation~~ and ~~have not generated or realized any revenues from our business~~2008, ~~operations~~respectively.

~~Our~~Cost auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of ~~our website, source out purveyors of services for products to sell and source out clients to buy our services.~~Sales

~~Fiscal~~Cost ~~Year~~of ~~2008~~sales ~~Compared~~were tozero ~~Fiscal~~for ~~Year~~the ~~2007~~years ended December 31, 2009 and 2008, respectively.

Operating Expenses

Operating expenses totaled $53,620,808 and $21,802 for the years ended December 31, 2009 and 2008, respectively. The operating expenses in 2008 related to legal and other incorporating expenses. The increase results from the Company beginning operations on March 14 2009. Prior to March 14, 2009, the Company was categorized as a “shell” without any operations. Following are the primary components of operating expenses:

Compensation and Related Benefits—Compensation and related benefits totaled $9,005,021 for the year ended December 31, 2009 of which $6,361,486 relates to employees and $2,643,535 relates to the Company’s Board of Directors. Included in the total expense for the year are $6,194,304 of non-cash expenses consisting of $2,024,479 associated with employee stock options, $1,816,790 associated with the issuance of the Company’s common stock to various employees, $273,035 associated with director stock options, and $2,080,000 associated with the issuance of the Company’s common stock to the Company’s directors.

Legal and Professional Fees—Legal and professional fees totaled $1,135,201 for the year ended December 31, 2009 representing $205,941 of accounting fees associated with the cost of the Company’s public company filing requirements, and $929,260 of legal fees associated with capital raising activities, contract development, litigation and other corporate purposes.

Marketing-Marketing expenses totaled $997,402 for the year ended December 31, 2009 primarily consisting of public relations related activities, development of the corporate website, media related activities, and development of the marketing campaign for the Company’s consumer launch.

Occupancy and Related Costs—Occupancy and related costs totaled $191,103 for the year ended December 31, 2009. Rent expense of the Company’s office in San Francisco totaled $98,988 and the office in Los Angeles totaled $70,171. The Company closed the San Francisco office in December 2009 as it had moved all operation to Los Angeles.

Research and Development— Research and development expense relates to the development of new products and processes including improvements to existing products. These costs are expensed as incurred and totaled $4,360,944 for the year ended December 31, 2009. The Company recorded a charge of $4,000,000 for the year ended December 31, 2009, related to the agreement entered with IKDATA, Inc. and its sole stockholder and employed the former sole stockholder as its Chief Software Architect. Under the terms of the agreement the Company acquired intellectual property in exchange for 10,000,000 shares of the Company's common stock. The Company issued 5,000,000 shares at closing and will issue an additional 5,000,000 shares to the former shareholder in March 2010. The Company evaluated the transaction and determined that the transaction was an asset acquisition of patent pending algorithms. The Company was unable to determine alternate future uses of the algorithms.

Travel and Entertainment—Travel and entertainment expenses totaled $666,134 for the year ended December 31, 2009. The majority of such costs were travel, meals, and lodging related to financing activities and similar costs related to consultants traveling to work in the Company’s offices.

Consulting and Outside Services—Consulting and outside services totaled $36,822,286 for the year ended December 31, 2009. Due to the liquidity issues related to a new venture, the Company utilized its common stock as a primary means of compensating consultants. During 2009, the Company issued warrants to an investment banker resulting in non-cash expenses of $9,040,31 and the Company’s common stock to a variety of consultants resulting in non-cash expenses of $24,919,505. In addition, the Company contracted with specialized developers and contractors on an as needed basis to assist in the development of the Company’s mobile search technology.

Office and Other Expenses—Office and other expenses totaled $425,505 for the year ended December 31, 2009. These expenses included postage and delivery charges, telephone, Internet services, stock transfer agent fees, closing down and relocation of the San Francisco office to Los Angeles, insurance, and other miscellaneous office related expenses.

Depreciation—Depreciation expense for the year ended December 31, 2009, totaled $17,212. The Company began depreciating computer and other fixed assets beginning the month following the quarter in which the assets were acquired. The primary fixed assets as computers and related equipment which is being depreciated over 3 years on a straight-line basis.

Other Income (Expense)

Gain on Derivative Financial Instrument—The gain on derivative financial instrument totaled $816,237. Financial instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The warrants issued with the Company’ September 18, 2009 common stock financing, do not have fixed settlement provisions because the exercise price may be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the warrant holders from the potential dilution associated with future financings. In accordance with ASC 815-40, the warrants were recognized as a derivative instrument.

2008 Compared to 2007

Results from Operations

The information below represents our historical numbers. These numbers are not meaningful going forward due to the sale of all of our business lines.

Revenues

Revenues were zero for the years ended December 31, 2008 and 2007, respectively.

Cost of Sales

Cost of sales was zero for the years ended December 31, 2008 and 2007, respectively.

~~Selling, General and Administrative~~Operating Expenses

~~Selling, general and administrative~~Operating expenses were $21,802 and $26,448 for the years ended December 31, 2008 and 2007, respectively, representing legal and compliance related expenditures.

Liquidity and Capital Resources

Net cash used in operating activities was $195,~~927~~212,043 and $2619,~~698~~927 in the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively. ~~The decrease was primarily due to the forgiveness of debt in 2008.~~

Net cash ~~provided~~used byin investing ~~activities~~ activities was $295,499 and zero in ~~2008~~2009 and ~~2007~~2008, respectively.

Net cash provided by financing activities was $175,~~025~~508,042 and $2917,~~600~~025 in ~~2008~~2009 and ~~2007~~2008, respectively.

We have ~~suffered recurring losses from~~ ~~operations and have~~ an accumulated deficit of $4852,~~250 and $26~~852,~~448~~821 inas ~~2008~~of ~~and 2007,~~December ~~respectively. Previously~~31, ~~we were a non-operating public company~~2009. We have recently commenced operations. We anticipate that our existing cash and cash equivalents will not be sufficient to fund our business needs. We will rely on funding from investors for our cash needs. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses in connection with seeking a suitable transaction.

The Company ~~raised~~had acash ~~total~~ of $~~452,~~500 in aat ~~private~~December ~~placement~~31, of2009. Subsequent ~~restricted~~to ~~common~~December 31, ~~stock~~2009, atthe Company raised $~~0.50~~554,500 athough ~~share~~convertible indebt ~~April~~and the sale of ~~2009~~common shares. ~~Investors~~The ~~received~~Company’s ~~two~~monthly ~~restricted~~cash ~~common~~burn ~~shares~~approximates ~~for~~$200,000 and ~~each~~the ~~dollar invested. All~~Company ~~participants~~is indeferring ~~the~~payments ~~private~~to ~~placement~~vendors, ~~were~~suppliers, ~~accredited~~employees, and ~~investors~~contractors.

1314

Going Concern

~~The~~ We incurred ~~Company’s~~a ~~auditors~~net ~~have~~loss ~~noted substantial~~of ~~doubt~~$52,804,571 asand to$21,802 for the ~~Company’s~~years ~~ability~~ended toDecember ~~continue~~31, 2009 asand a2008, ~~going~~respectively. ~~concern~~At ~~as a~~December ~~result~~31, of2009, our ~~dependence~~accumulated ondeficit amounted ~~raising~~to ~~capital~~$52,852,821. toDuring ~~sustain~~the ~~operations~~year ended December 31, ~~our~~2009, ~~failure~~net cash used in operating activities amounted to ~~establish~~$5,212,043. At ~~profitable~~December ~~operations~~31, ~~and~~2009, our anworking ~~accumulated~~capital deficit ofamounted to $486,~~250~~883,066. asThe ofCompany needs to raise ~~December~~additional ~~31,~~capital ~~2008~~from external sources in order to sustain its operations while continuing the longer term efforts contemplated under its business plan. The ~~Our~~Company ~~ability~~expects to continue asincurring alosses ~~going~~for ~~concern~~the ~~requires~~foreseeable ~~that~~future weand ~~either~~must ~~realize~~raise ~~net~~additional ~~income~~capital ~~from~~to ~~operations~~pursue orits ~~obtain~~product ~~funding~~development ~~from~~initiatives, ~~outside~~to ~~sources.~~penetrate ~~Management’s~~markets ~~plan~~for tothe ~~address~~sale ~~our~~of ~~ability~~its products and to continue as a going ~~concern~~ ~~includes~~concern. ~~(i)~~We ~~obtaining~~cannot ~~funding~~provide ~~from~~any ~~private~~assurance ~~placement~~that ~~sources,~~we ~~(ii)~~will ~~obtaining~~ raise additional ~~funding~~capital. If ~~from~~we ~~the~~are ~~sale~~unable ofto ~~the~~secure ~~Company’s~~additional ~~securities~~capital, ~~(iii)~~we ~~establishing revenues~~may ~~from~~be ~~prospective~~required ~~business~~to ~~opportunities,~~curtail our research and ~~(iv)~~development ~~obtaining~~initiatives ~~loans~~ and take additional measures to reduce ~~grants~~costs ~~from~~in ~~various~~order ~~financial~~to ~~institutions~~conserve ~~where~~our ~~possible.~~cash ~~Although~~in ~~management~~amounts sufficient to sustain operations ~~believes~~and ~~that~~meet ~~they~~it ~~will~~obligations. beThese ~~able~~measures could cause significant delays in our efforts to ~~obtain~~commercialize ~~the~~our ~~funding~~products, ~~necessary~~which ~~for~~is uscritical to the realization of our business plan and our future operations. These matters raise substantial doubt about our ability to continue as a going concern. ~~there~~The ~~can~~accompanying consolidated befinancial nostatements ~~assurances~~do ~~that~~not ~~the~~include ~~means~~any ~~for~~adjustments that may be ~~maintaining~~necessary ~~this~~should ~~objective~~we ~~will~~be ~~prove~~unable ~~successful~~to continue as a going concern.

Capital Expenditures

~~None~~During the year ended December 31, 2009, the Company purchased property and equipment totaling $295,499 and reported depreciation expense for 2009 of $17,212.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Off-Balance Sheet Arrangements

As of December 31, ~~2008~~2009, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements, see Note 3 to the accompanying consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

1415

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

GetFugu, Inc

(A Development Stage Company)

(Formally Known as Madero, Inc.)

December 31, ~~2008~~2009

	Index
Reports of Independent Registered Public Accounting Firm	F-1 - 2
Reports of Independent Registered Public Accounting Firms	F-1 - 2
Balance Sheets	F-3
Consolidated Balance Sheets	F-3
Statements of Expenses	F-4
Consolidated Statements of Operations	F-4
Statements of Stockholders’ (Deficit) Equity	F-5
Consolidated Statements of Shareholders’ Equity / (Deficiency)	F-5
Statements of Cash Flows	F-6
Consolidated Statements of Cash Flows	F-6
Notes to the Financial Statements	F-7
Notes to the Consolidated Financial Statements	F-7

1516

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING ~~AUDITOR~~FIRM

To the Board of Directors and Shareholders of

GetFugu, Inc. and Subsidiary

(Formerly Known as Madero, Inc., A Development Stage Company)

We have audited the accompanying consolidated balance sheet of GetFugu, Inc. and Subsidiary (~~Formerly~~formerly ~~Known~~known as Madero, Inc.,) A(a ~~Development~~development ~~Stage~~stage ~~Company~~company) as of December 31, ~~2008,~~2009 and the related consolidated statements of operations, ~~changes in~~ shareholders’' ~~equity/(deficit),~~deficiency and cash flows for the year then ended, and the consolidated ~~cumulative~~statements of operations and cashflows for the period from March 14 15, 2007 (date of inception) ~~through~~to December 31, ~~2008~~2009. These consolidated financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over ~~financial~~ 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 ~~do not~~ express no such an opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements., ~~An audit also includes~~ assessing the ~~accounting~~ accounting principles used and significant estimates made by management, as well as as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~the~~GetFugu, ~~Company~~Inc. and Subsidiary (a development stage company) as of December 31, ~~2008~~ 2009 and the results of its operations and ~~its~~ cash flows for the year then ended, and the consolidated ~~cumulative~~statements of operations and cashflows for the period from March 14 15, 2007 (date of inception) ~~through~~to December 31, ~~2008,~~ 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming ~~that~~ the ~~Company~~ Company will continue as a going concern. As discussed in Note 32 to the consolidated financial statements, the Company has ~~an accumulated~~had ~~deficit~~recurring ~~of $48~~losses,~~250~~ ~~since~~and has ~~inception, including~~ a ~~net~~working ~~loss~~capital ofand ~~$21,802 during~~stockholders' ~~the~~deficiency ~~year~~as ~~ended~~of December 31, ~~2008~~ 2009. These conditions raise substantial doubt about ~~the~~its ~~Company’s~~ ability to continue as a going concern. Management’'s plans in regard to these matters are also ~~discussed~~described in Note 32. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Marcum LLP
Marcum LLP

New York, New York
April 15, 2010

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

GetFugu, Inc.

[Formerly Known as Madero, Inc., A Development Stage Company]

We have audited the accompanying balance sheet of GetFugu, Inc. [Formerly Known as Madero, Inc., A Development Stage Company] as of December 31, 2008, and the related statements of operations, changes in shareholders’ equity/[deficiency], and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board [United States]. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our 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 do not express such an opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

MSPC

Certified Public Accountants and Advisors,

A Professional Corporation

New York, New York

April 14, 2009

F-1

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

GetFugu, Inc. (fka Madero Inc.)

(A Development Stage Company)

We have audited the accompanying balance sheet of GetFugu, Inc. (A Development Stage Company) as of December 31, 2007, and the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GetFugu, Inc. (A Development Stage Company) as of December 31, 2007 and the results of its operations and its cash flows for the year ended December 31, 2007, 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 discussed in Note 3 to the financial statements, the Company has accumulated deficit of $26,448 and has earned no revenues as of December 31, 2007, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

April 14, 2009

6490 West Desert Inn Rd., Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

F-2

GetFugu, Inc. and Subsidiary

(A Development Stage Company)

(Formally Known as Madero, Inc.)

~~Balance~~Consolidated Balance Sheets

	December 31,
	2008			2007
	2009			2008
ASSETS
Current assets
Cash and cash equivalents (held in trust)	$	-		$	2,902
Cash	$	500		$	-
Prepaid expenses and other current assets		-			250
Advances to employees		30,000
Total current assets	$	-		$	3,152
Prepaid expenses and other current assets		61,769			-
LIABILITIES AND SHAREHOLDERS' EQUITY / (DEFICIT)
Total current assets		92,269
Property and equipment, net		278,287			-
Total assets	$	370,556		$	-
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
Accounts payable	$	1,~~625~~429,968		$	-1,625
Total current liabilities		1,625			-
Accrued payroll tax liabilities		932,267			-
Shareholders' equity / (deficit)
Accrued expenses		759,590			-
Advances from related parties		865,542			-
Accrued stock compensation		458,333			-
Accrued stock issuance payable		2,000,000			-
Derivative liability		229,635			-
Short term notes payable		300,000			-
Total current liabilities		6,975,335			1,625
Shareholders' deficiency
Common stock, 500,000,000 shares authorized; $0.001 par value;
99,840,000 shares issued and outstanding as of December 31, 2008 and 2007, respectively*		8,320			8,320
191,523,525 and 99,840,000 shares issued and outstanding as of December 31, 2009 and 2008, respectively		191,524			99,840
Additional paid in capital		38,305			21,280
Additional paid-in capital		33,947,518			(53,215	)
Accumulated deficit		(48,250	)		(26,448	)
Shares issuable, net		12,109,000			-
Total shareholders’ (deficit) / equity		(1,625	)		3,152
Deficit accumulated during development stage		(52,852,821	)		(48,250	)
Total liabilities and shareholders’ equity	$	-		$	3,152
Total shareholders’ deficiency		(6,604,779	)		(1,625	)
Total liabilities and shareholders’ deficiency	$	370,556		$	-

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

*these numbers are post 12 for 1 forward split which was effectuated on January 23, 2009.

F-3

GetFugu, Inc. and Subsidiary

(A Development Stage Company)

(Formally Known as Madero, Inc.)

~~Statements~~Consolidated Statements of Operations

	December 31, 2008			Inception (March 14, 2007) through December 31, 2007			Inception (March 14, 2007) through December 31, 2008
	December 31, 2009			December 31, 2008			Inception (March 14, 2007) through December 31, 2009
Revenue, net	$	-		$	-		$	-
Revenue	$	-		$	-		$	-
Operating expenses
General and administrative expenses		21,802			26,448			48,250
Compensation and related benefits		9,005,021			—			9,005,021
Total operating expenses		(21,802	)		(26,448	)		(48,250	)
Legal and professional fees		1,135,201			—			1,135,201
Loss from Operations		(21,802	)		(26,448	)		(48,250	)
Marketing		997,402			—			997,402
Net Loss	$	(21,802	)	$	(26,448	)	$	(48,250	)
Occupancy related costs		191,103			—			191,103
Research and development		4,360,944			—			4,360,944
Travel and entertainment		666,134			—			666,134
Consulting and outside services		36,822,286			—			36,822,286
Office and other		425,505			21,802			490,780
Depreciation		17,212			—			17,212
Total operating expenses		53,620,808			21,802			53,686,083
Other income
Gain on derivative financial instrument		816,237			—			816,237
Forgiveness of debt		—			—			17,025
Net Loss	$	(52,804,571	)	$	(21,802	)	$	(52,852,821	)
Loss per share:
Basic and dilutive loss per share	$	(0.0037	)	$	(0.00	)	$	~~(0.00~~	)
Basic and diluted weighted average shares outstanding		99,840,000			68,640,000			84,240,000
Basic and diluted weighted average shares outstanding (1)		143,765,748			99,840,000

~~The accompanying~~(1) ~~notes~~Weighted ~~are~~average anshares ~~integral~~outstanding ~~part~~for the year ended December 31, 2009, includes the underlying shares exercisable with respect to the issuance of ~~these~~a ~~financial statements~~warrant to acquire 1,500,000 shares of Common Stock at $0.01 per share. In accordance with Accounting Standard Codification (“ASC”) 260 “Earnings Per Share”, the Company has given effect to the issuance of this warrant in computing basic and diluted loss per share.

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

F-4

GetFugu, Inc. and Subsidiary

(A Development Stage Company)

(Formally Known as Madero, Inc.)

~~Statements~~Consolidated Statements of Shareholders' Equity / (~~Deficit~~Deficiency)

For the ~~Years~~Period ~~Ended~~March 14, 2007 (Date of Inception) to December 31, ~~2008 and 2007~~2009

(From Inception March 14, 2007)

											Deficit
											Accumulated
	Common Stock				Additional						During			Shareholders'
	Shares		Amount		Paid-in Capital			Shares Issuable			Development Stage			Equity (Deficiency)

Balance as of March 14, 2007		-		-		-			-			-			-

Shares issued for cash March 14, 2007 (at $.0001)		48,000,000	$	48,000	$	(40,000	)	$	-		$	-		$	8,000
Shares issued for cash August 30, 2007 (at $.0001)		51,840,000		51,840		(30,240	)		-			-			21,600
Net loss for the year ended December 31, 2007		-		-		-			-			(26,448	)		(26,448	)
Balance as of December 31, 2007		99,840,000	$	99,840	$	(70,240	)		-		$	(26,448	)	$	3,152
Conversion of related party debt August 1, 2008		-		-		15,000			-			-			15,000
Conversion of related party debt December 31, 2008		-		-		2,025			-			-			2,025
Net loss for the year ended December 31, 2008		-		-		-			-			(21,802	)		(21,802	)
Balance as of December 31, 2008		99,840,000	$	99,840	$	(53,215	)		-		$	(48,250	)	$	(1,625	)
Shares issued for cash March 27, 2009 (at $.50)		5,000		5		2,495			-						2,500
Shares issued for cash March 30, 2009 (at $.50)		100,000		100		49,900			-			-			50,000
Shares issued for consulting services January 6, 2009 (at $.005)		2,000,000		2,000		8,000			-			-			10,000
Shares issued for consulting services January 21, 2009 (at $.005)		250,000		250		1,000			-			-			1,250
Shares issued for consulting services March 4, 2009 (at $.50)		14,500,000		14,500		7,235,500			-			-			7,250,000
Shares issued for consulting services March 18, 2009 (at $.50)		1,250,000		1,250		623,750			-			-			625,000
Shares issued for cash April 3, 2009 (at $.50)		800,000		800		399,200			-			-			400,000
Shares issued for services April 4, 2009 (at $.50)		10,000,000		10,000		1,333,750			-			-			1,343,750
Shares issued for patent applications April 9, 2009 (at $.50) (1)		25,000,000		25,000		(25,000	)		-			-			-
Shares issued for cash April 13, 2009 (at $.50)		100,000		100		49,900			-			-			50,000
Shares issued for consulting services May 12, 2009 (at $.52)		1,800,000		1,800		904,200			-			-			906,000
Shares issued for services May 12, 2009 (at $.52)		6,000,000		6,000		2,074,000									2,080,000
Options granted for services July 17, 2009 (23,000,000 at $.27)		-		-		2,024,480			-			-			2,024,480
Warrants granted for services July 22, 2009 (8,000,000 at $.32)		-		-		8,486,388			-			-			8,486,388
Shares issued for consulting services August 15, 2009 (at $.70)		1,000,000		1,000		524,000			-			-			525,000

Warrants granted for consulting services to private placement agent September 18, 2009 (500,000 at $.33)						337,485									337,485
Warrants granted for consulting services to private placement agent September 18, 2009 (583,392 at $.33)						216,439									216,439
Shares payable for cash, net September 18, 2009 (5,250,525vat $.50),		-		-		-			1,540,000			-			1,540,000
Shares payable for consulting services November 5, 2009 (16,000,000 at .32)		-		-		-			5,120,000			-			5,120,000
Shares payable for investment banking services October 1, 2009 (40,00,000 at $.62)									1,200,000						1,200,000
Options granted for consulting services November 2, 2009 (5,400,000 at $.37)						608,922									608,922
Options granted to board of directors for services November 2, 2009 (10,000,000 at $.37)						273,035									273,035
Shares issued for payment of consulting services November 5, 2009 (at $.32)		16,000,000		16,000		5,104,000			(5,120,000	)					-
Warrants and shares payable for cash September 18, 2009 (1,500,000 at $.01 and 3,000,000 at $.50, respectively)						(1,045,872	)		1,300,000						254,128
Shares issued previously accrued September 18, 2009 (at $.50)		5,250,525		5,251		1,534,749			(1,540,000	)					-
Shares issued for asset acquisition November 13, 2009 (at $.40)		5,000,000		5,000		1,995,000									2,000,000
Shares issued to employees for services December 11, 2009 (at $.18)		2,628,000		2,628		470,412									473,040
Shares issued with a note payable December 18, 2009 (50,000 at $.18)									9,000						9,000
Shares payable for cash December 8, 2009 (1,555,556 at $.225)									350,000						350,000
Shares payable for cash December 29, 2009 (5,333,333 at $.15)									650,000						650,000
Shares payable for consulting services November 5, 2009 ( 20,000,000 at $.12)									2,400,000						2,400,000
Share payable for consulting services October 1, 2009 (10,000,000 at $.62)									6,200,000						6,200,000
Capital contribution by shareholders for settlement of share based compensation obligation						815,000									815,000
Net loss for the year ended December 31, 2009												(52,804,571	)		(52,804,571	)
Balance as of December 31, 2009		191,523,525	$	191,524	$	33,947,519		$	12,109,000		$	(52,852,821	)	$	(6,604,779	)

	Common Stock				Additional					Shareholders'
	Shares		Amount		Paid in Capital		Accumulated Deficit			Equity / (Deficit)
Balance as of March 14, 2007		-	$	-	$	-	$	-		$	-
Shares issued for cash March 14, 2007		48,000,000		4,000		4,000		-			8,000
Shares issued for cash August 30, 2007		51,840,000		4,320		17,280		-			21,600
Net loss for the year ended December 31, 2007		-		-		-		(26,448	)		(26,448	)
Balance as of December 31, 2007		99,840,000		8,320		21,280		(26,488	)		3,152
Capital contribution from related party August 1, 2008		-		-		15,000		-			15,000
Capital contribution from related party December 31, 2008		-		-		2,025		-			2,025
Net loss for the year ended December 31, 2008		-		-		-		(21,802	)		(21,802	)
Balance as of December 31, 2008		99,840,000	$	8,320	$	38,305	$	(48,250	)	$	(1,625	)

(1)	In consideration for the transfer of patents from MARA Group, Ltd., the Company recorded a deemed dividend of $12,500,000. See Note 3.

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

F-5

GetFugu, Inc. and Subsidiary

(A Development Stage Company)

(Formally Known as Madero, Inc.)

~~Statements~~Consolidated Statements of Cash Flows

	December 31, 2008			Inception (March 14, 2007) through December 31, 2007			Inception (March 14, 2007) through December 31, 2008
	December 31, 2009			December 31, 2008			Inception (March 14, 2007) through December 31, 2009
Cash flows from operating activities:
Net loss	$	(2152,~~802~~804,571	)	$	(2621,~~448~~802	)	$	(4852,~~250~~852,821	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		42,089,789			-			42,089,789
Accrued stock based compensation for future issuance of equity instruments for services		458,333			-			458,333
Acquisition of in-process research of development		2,000,000			-			2,000,000
Gain on derivative financial instrument		(816,237	)		-			(816,237	)
Depreciation		17,212			-			17,212
Changes in current assets and liabilities:
Prepaid expenses		250			(250	)		-
Employees advances		(30,000	)		-			(30,000	)
Accounts payable		1,625			-			1,625
Prepaid expenses and other current assets		(61,769	)		250			(61,769	)
Net cash used in operating activities		(19,927	)		(26,698	)		(46,100	)
Accounts payable		1,428,343			1,625			1,429,968
Cash flows from investing activities :
Accrued payroll tax liabilities		932,267			-			932,267
Net cash provided by investing activities		-			-			-
Accrued expenses		1,574,590			-			1,574,590
Net cash used in operating activities		(5,212,043	)		(19,927	)		(5,258,668	)
Cash flows used in investing activities:
Purchase of property and equipment		(295,499	)		-			(295,499	)
Cash flows from financing activities
Issuance of Common Stock for Cash		-			29,600			29,600
Proceeds from short term notes		400,000			-			400,000
Capital contribution – related party		17,025			-			17,025
Repayment of short term notes		(100,000	)		-			(100,000	)
Net cash provided by financing activities		17,025			29,600			46,100
Advances from related parties		1,650,349			-			1,650,349
Net increase (decrease) in cash and cash equivalents		-			2,902			-
Repayment of advances from related parties		(784,807	)		-			(784,807	)
Cash and cash equivalents - beginning balance		2,902			-			-
Proceeds received from shares issuable, net		2,300,000			-			2,300,000
Cash and cash equivalents - ending balance	$	-		$	2,902		$	-
Proceeds received from sale of common stock, net		2,042,500			-			2,042,500
Supplemental disclosure of cash flows information:
Capital contribution from related parties		-			17,025			46,625
Interest paid	$	-		$	-		$	-
Net cash provided by financing activities		5,508,042			17,025			5,554,667
Income taxes paid	$	-		$	-		$	-
Increase (decrease) in cash		500			(2,902)			500
Cash - beginning balance		-			2,902			-
Cash - ending balance	$	500		$	-		$	500
Non-Cash Investing and Financing Activities:
Settlement of accrued stock compensation for no consideration	$	815,000					$	815,000

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

F-6

~~GETFUGU~~GetFugu, ~~INC~~ Inc. and Subsidiary

(A Development Stage Company)

(FORMALLY KNOWN AS MADERO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~ 2008

NOTE 1~~. Nature~~ of– ~~business~~DESCRIPTION ~~and~~OF ~~significant accounting policies~~BUSINESS

~~Current~~GetFugu, ~~Operations~~Inc, ~~and~~(“We”, ~~Background~~“Our”, ~~— We~~“GetFugu,” ~~are~~or “Company”), is developing next ~~generation~~ generation mobile search tools. ~~Our~~The Company’s technology is designed to play on the strengths of mobile handheld devices (mobile phones) and assist consumers toin ~~retrieve~~retrieving content more expediently. Consumers ~~can~~will be able to download GetFugu ~~application~~ application tools to their mobile phone device. The GetFugu applications will allow consumers to retrieve content and ~~eliminates~~eliminate the need to type a website ~~address~~ addresses or search ~~term~~terms into athe device’s internet browser.

We The Company currently ~~have~~has four products under development.

1. See It (ARL): “Vision recognition” ~~The~~This GetFugu application recognizes logos and products through any mobile phone camera. Consumers simply point their phone at a logo and retrieve content from the brand owner.

3. Find It (GRL): “Location recognition” For local content, GetFugu is designed to work with the ~~GPS systems~~Global ofPositioning ~~today’s~~Systems (“GPS”) in mobile phones. The application will return content, based on the proximity to the user. A keyword of “pizza” will return the ~~five~~ closest pizza parlors. Local businesses can pay for voice-activated key words to position themselves at the top of the search list within a geographic area.

4. Get it (~~Hotspotting~~Hot-Spotting): GetFugu provides advertisers with a way to monetize their marketing efforts through a mobile ecommerce tool called Hot-Spotting,. ~~which~~Hot-Spotting enables the consumer to purchase or retrieve information on any item featured in ~~the~~a video simply by touching itproducts as displayed on the screen. ~~This function is currently limited to touch-screen phones and selected Blackberry models.~~

~~Background~~The Company was incorporated in the State of Nevada on March 14, 2007 under the name Madero, Inc. On August 29, 2008, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Mike Lizarraga (sole director, former President, Chief Executive Officer, and Chief Financial Officer of Madero, Inc.), and Media Power, Inc. (“MPI”). Pursuant to the terms and conditions of the Stock Purchase Agreement, MPI acquired 48,000,000 shares of the Company’s common stock (this number, and all other share amounts presented, is post the 12 for 1 forward stock split which was effectuated on February 11, 2009), or approximately 48.07% of the Company’s then issued and outstanding shares of common stock from Mr. Lizarraga.

WePrior ~~were~~to ~~incorporated in~~ the ~~State~~closing of ~~Nevada~~the ontransactions ~~March~~referenced ~~14,~~in ~~2007 under~~ the ~~name~~Stock ~~Madero, Inc. On~~Purchase ~~August 29~~Agreement, ~~2008,~~ the Company ~~entered~~was ~~into~~ a ~~stock~~development ~~purchase agreement~~stage ~~(the~~company ~~“Stock~~in ~~Purchase~~an ~~Agreement”)~~unrelated industry. Through ~~with~~March ~~Mike Lizarraga (our then sole director~~14, ~~and our former President~~2007, ~~Chief~~the ~~Executive~~Company’s ~~Officer,~~activities ~~and~~had ~~Chief Financial~~been ~~Officer),~~limited ~~and~~to ~~Media~~its ~~Power~~formation, ~~Inc.~~business ~~(“MPI”).~~planning ~~Pursuant~~and toraising ~~the~~capital, ~~terms~~ and ~~conditions of~~since ~~the~~August ~~Stock Purchase Agreement~~29, ~~MPI~~2008 ~~acquired~~involved ~~48,000,000~~in ~~shares~~the ofdevelopment ~~our common stock, or approximately 48.07%~~ of ~~our~~next ~~issued~~generation ~~and~~mobile ~~outstanding shares of common~~search ~~stock from Mr~~tools. ~~Lizarraga.~~

~~Prior to~~On ~~the~~January ~~closing~~23, of2009, the ~~transactions~~Company ~~referenced~~amended inits ~~the~~Articles ~~Stock~~of ~~Purchase~~Incorporation ~~Agreement,~~to ~~the~~increase ~~Company~~the ~~was~~number aof ~~development~~authorized ~~stage~~common ~~company~~stock, ~~that~~par ~~intended~~value to$0.001 ~~open~~per ~~and~~share, ~~operate~~from ~~children’s~~75,000,000 ~~themed~~to ~~restaurants in Mexico~~500,000,000. ~~Through~~On ~~that~~February ~~date~~11, ~~the Company’s~~2009, ~~activities~~there ~~had~~was ~~been~~a ~~limited~~forward split toof ~~its~~common ~~formation,~~stock ~~business~~whereby ~~plan~~each issued and ~~raising~~ ~~capital. Since~~outstanding ~~that~~share ~~date,~~of ~~the~~common ~~Company is investigating~~stock ~~turning~~was ~~its~~split ~~business~~into ~~strategy~~12 ~~and~~shares ~~activities~~of ~~toward~~common ~~developing next generation mobile search tools~~stock.

OnEffective March ~~January 23~~25, 2009, ~~we amended~~ our Articles of Incorporation were amended to ~~increase~~change the ~~number~~name ~~of authorized common stock, par value $0.001 per share, from 75,000,000~~ to ~~500,000,000. On February~~ 11GetFugu, ~~2009, we conducted a forward split of our Common Stock whereby every one issued and outstanding shares of Common Stock was automatically split into 12 shares of Common Stock~~Inc.

Effective ~~March~~ 25April 9, 2009, we ~~amended~~entered into ~~our~~an ~~Articles~~Agreement for the Assignment of ~~Incorporation~~Patent Rights (the “Assignment Agreement”) with MARA Group Ltd. Pursuant to ~~change~~the ~~our~~Assignment ~~name~~Agreement the Company acquired eight patent applications (the “Patent Applications”) from MARA Group Ltd. in exchange for 25 million shares of Common Stock of the Company. Prior to the closing of this transaction, MARA Group Ltd. ~~GetFugu~~was deemed to be an “affiliate”, ~~Inc~~as it owned more than ten (10%) percent of our outstanding Common Stock.

~~Effective~~On October ~~April 9~~19, 2009, the weCompany’s ~~entered into~~Board anof ~~Agreement~~Directors ~~for~~approved (i) the reincorporation ~~Assignment~~ of ~~Patent~~the ~~Rights~~Company from Nevada to Delaware, (~~the~~ii) ~~“Assignment~~increasing the ~~Agreement”)~~number ~~with~~of ~~MARA~~authorized ~~Group~~shares ~~Ltd. Pursuant~~of toCommon ~~the~~Stock ~~Assignment~~from ~~Agreement~~500,000,000 to 750,000,000, ~~the~~(iii) ~~Company~~issuing ~~acquired~~up ~~eight~~to ~~patent~~200,000,000 ~~applications~~shares ~~(the~~of “~~Patent~~blank ~~Applications~~check”) ~~from~~preferred stock, and ~~MARA~~(iv) ~~Group~~the ~~Ltd.~~creation inof ~~exchange~~the ~~for~~2009 25Incentive ~~million~~Compensation Plan with a maximum of 250,000,000 shares of Common Stock to be issued with no more than 100,000,000 shares permitted to be issued in any fiscal year. As of ~~the~~April 15, 2010, the Company had not formally adopted the Incentive Compensation Plan. ~~Prior~~All toof the ~~closing~~above ofnoted items require shareholder approval. Accordingly, at this ~~transaction~~meeting, ~~MARA~~the ~~Group~~Board ~~Ltd.~~approved ~~was~~the filing ~~deemed~~with tothe beSecurities anand Exchange Commission (“~~affiliate~~SEC”) of ~~ours,~~a aswritten anconsent statement. As ~~owner~~ of ~~more~~April ~~than~~15, ~~ten~~2010 ~~(10%)~~the ~~percent~~Company has not filed its amended articles of ~~our~~incorporation ~~outstanding~~with ~~Common~~the ~~Stock~~appropriate regulatory bodies.

~~Basis~~NOTE of2 ~~Presentation~~- —BASIS ~~The accompanying~~OF ~~financial~~PRESENTATION ~~statements~~AND ~~have~~GOING ~~been~~CONCERN, ~~prepared~~LIQUIDITY inAND ~~conformity with~~FINANCIAL ~~accounting principles generally accepted in the United States of America.~~CONDITION

~~Use~~Basis of Estimates —The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Presentation

~~Cash~~The ~~and~~accompanying ~~Cash~~consolidated ~~Equivalents~~financial ~~(Held~~statements have been prepared in ~~Trust)~~conformity with —accounting Weprinciples ~~consider~~generally ~~investments~~accepted ~~with~~in ~~original~~the United States of America ~~maturities~~(“GAAP”) and to the rules and regulations of ~~90 days~~the orSEC. The ~~less~~principal activities are expected to befocus ~~cash~~on ~~equivalents~~the commercialization of the technologies of the Company. The ~~Currently,~~accompanying weconsolidated financial statements have been noprepared in accordance with Accounting Standards Codification (“ASC”) 915, ~~cash~~“Development Stage Entities.” The Company's consolidated statements of operations, stockholders' deficiency and cash ~~equivalents~~flows for atthe year ended December 31, 2009 and 2008 represent the financial information cumulative from inception as required by ASC 915.

F-7

~~Income~~Going ~~Taxes — We record income taxes in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109~~Concern, ~~“Accounting~~Liquidity ~~for Income Taxes.” The standard requires, among other provisions, an asset~~ and ~~liability~~Financial approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.Condition

~~Stock-Based~~The ~~Compensation—~~Company Weincurred ~~adopted SFAS~~a ~~No.~~net ~~123~~loss ~~(revised~~of ~~2004)~~$52,804,571 ~~“Share-Based~~and ~~Payment~~$21,”802 ~~(“SFAS~~for ~~123(R)”)~~the ~~which~~years ~~was~~ended ~~issued in~~ December ~~2004.~~31, ~~SFAS~~2009 ~~123(R)~~and ~~revises~~2008, ~~SFAS No~~respectively. ~~123,~~As ~~“Accounting~~of ~~for~~December 31, ~~Stock Based Compensation~~2009,” ~~and~~the Company’s ~~supersedes~~accumulated ~~APB~~deficit ~~Opinion~~from ~~No.~~inception ~~25,~~amounted ~~“Accounting for Stock Issued~~ to ~~Employees~~$52,”852,821 and ~~its related interpretations. SFAS 123(R) requires recognition of~~ the ~~cost of employee services received in exchange for an award~~ ofCompany’s ~~equity~~working ~~instruments~~capital indeficit ~~the~~amounted ~~financial~~to ~~statements~~$6,883,066. During ~~over~~ the ~~period the employee~~year isended ~~required~~December 31, to2009, ~~perform~~net ~~the~~cash ~~services~~used in ~~exchange~~operating ~~for~~activities ~~the~~amounted ~~award. SFAS 123(R) also~~to ~~requires~~approximately ~~measurement~~$5,212,043, ofDuring the ~~cost~~year ofended ~~employee~~December ~~services~~31, ~~received~~2009, incash ~~exchange for~~provided anby ~~award.~~financing ~~SFAS~~activities ~~123(R)~~amounted ~~also~~to ~~amends SFAS No~~$5,508,042. ~~95,~~As ~~“Statement~~ of ~~Cash~~December ~~Flows~~31,” ~~to require~~2009, the Company’s ~~excess tax benefits be reported as financing~~ cash ~~inflows,~~position ~~rather than~~was ~~as a reduction of taxes paid, which is included within operating cash flows~~$500. ~~The~~Subsequent ~~Company~~to ~~adopted~~December ~~SFAS 123(R) using the modified prospective method. Accordingly~~31, ~~prior period amounts have not been restated. Under this application~~2009, the Company ~~recorded the cumulative effect of compensation expense~~ ~~for~~raised ~~the~~additional ~~unvested~~operating ~~portion~~capital of ~~previously~~approximately ~~granted~~$554,500, ~~awards~~by ~~that~~entering ~~remain outstanding at~~into ~~the~~equity ~~date of adoption~~ and ~~recorded~~debt ~~compensation~~financing ~~expense for all awards granted after the date of adoption~~arrangements. ~~At December 31, 2008 and 2007, the Company has no stock options outstanding.~~

~~SFAS~~The Company ~~123(R)~~needs ~~provides~~to ~~that~~raise ~~income~~additional ~~tax effects~~capital offrom ~~share-based~~external ~~payments~~sources ~~are~~in ~~recognized~~order into sustain its operations while continuing the ~~financial~~longer ~~statements~~term ~~for~~efforts contemplated ~~those~~under ~~awards~~its ~~that~~business ~~will~~plan. ~~normally~~The ~~result~~Company inexpects ~~tax~~to ~~deduction~~continue ~~under~~incurring ~~existing~~losses ~~law.~~for ~~Under~~the ~~current~~foreseeable ~~U.S.~~future ~~federal~~and ~~tax~~must ~~law~~raise additional capital to pursue its product development initiatives, to penetrate markets for the ~~Company~~sale ~~would~~of ~~receive~~its aproducts ~~compensation~~and ~~expense~~to ~~deduction~~continue ~~related~~as toa ~~non-qualified~~going ~~stock~~concern. ~~options~~The ~~only~~Company ~~when~~cannot ~~those~~provide ~~options are~~any ~~exercised~~assurance ~~and~~that ~~vested~~it will ~~shares~~raise ~~are~~additional ~~received~~capital. ~~Accordingly,~~If the ~~financial~~Company is unable to secure additional ~~statement~~capital, ~~recognition~~it ofmay ~~compensation~~be ~~cost~~required ~~for~~to ~~non-qualified~~curtail ~~stock~~its ~~options~~research and development initiatives, ~~creates~~modify aits ~~deductible~~existing ~~temporary~~business ~~difference~~plan ~~which~~and ~~results~~take inadditional ameasures ~~deferred~~to ~~tax~~reduce ~~asset~~costs in order to conserve its cash in amounts sufficient to sustain operations and meet aits ~~corresponding~~obligations. ~~deferred~~These ~~tax~~measures ~~benefit~~could cause significant delays in the Company’s ~~income~~efforts ~~statement.~~to ~~The~~commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. These ~~does~~matters ~~not~~raise ~~recognize~~substantial doubt about the Company’s ability to continue as a going ~~tax~~concern. The ~~benefit~~accompanying ~~for~~consolidated ~~compensation~~financial ~~expense~~statements ~~related~~do tonot ~~incentive~~include any ~~stock~~adjustments ~~options~~that ~~unless~~may be necessary should the ~~underlying~~Company ~~shares~~be ~~are~~unable ~~disposed~~to incontinue aas ~~disqualifying~~a ~~disposition~~going concern.

~~Net~~NOTE ~~Loss Per Share — We compute net loss per share in accordance with SFAS No~~3. SUMMARY ~~128,~~OF ~~“Earnings~~SIGNIFICANT ~~per~~ACCOUNTING Share,” and Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 98 (“SAB 98”). Under the provisions of SFAS No. 128 and SAB 98, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. POLICIES

~~Concentration~~Use of Credit Risk — Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed FDIC insured limits. We have no cash subject to such risk at December 31, 2008 and 2007.Estimates

~~Financial~~The ~~Instruments~~preparation —of ~~Our~~ financial ~~instruments~~statements ~~consist~~in ofconformity with GAAP requires management ~~cash,~~to ~~accounts~~make ~~payable,~~estimates and ~~notes~~assumptions ~~payable. The~~that ~~carrying~~affect ~~values~~the reported amounts of assets and ~~cash,~~liabilities ~~accounts~~and ~~payable,~~disclosures of contingent assets and ~~notes~~liabilities ~~payable~~at ~~are~~the ~~representative~~date of the ~~their~~consolidated ~~fair values~~financial ~~due~~statements toand ~~their~~the ~~short-term~~reported ~~maturities~~amounts of revenues and expenses during the reporting period.

~~Recently~~Management ~~Issued~~bases ~~Accounting~~its ~~Pronouncements —~~estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for allowances for deferred income taxes, expected realizable values for long-lived assets (primarily property and equipment and intangibles), contingencies, as well as the recording, presentation and valuation of its common stock, related warrants, option issuances and derivative liabilities. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.

~~In December 2007, the FASB issued SFAS~~Principle ~~No. 141~~of (Revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R significantly changes the accounting for business combinations. Under SFAS 141R, an acquiring entity is required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141 was dominant from 2002 to 2008, and business combination whereby the accounting treatment under SFAS 141 was applied will be reported in financial statements under the same method for years, However, SFAS 141R replaces SFAS 141, and changes the accounting treatment for certain specific items for new business combination, including:Consolidation

~~· Acquisition~~The consolidated ~~costs~~financial ~~are~~statements ~~generally~~of ~~expensed~~GetFugu, Inc. include accounts of the ascompany ~~incurred;~~and its wholly-owned subsidiary, GetFugu Research, Inc. Intercompany transactions and balances are eliminated in consolidation.

~~· Noncontrolling interests (formerly known~~Cash asand ~~“minority~~Cash ~~interests” – see SFAS 160 discussion below) are valued at fair value at the acquisition date;~~Equivalents

~~· Acquired~~The Company ~~contingent~~considers ~~liabilities~~all ~~are recorded~~highly atliquid ~~fair~~instruments ~~value~~with atan ~~the~~original ~~acquisition~~maturity ~~date~~of three ~~and~~months ~~subsequently~~or ~~measured~~less ~~at either~~when ~~the~~purchased ~~higher~~to be cash equivalents. As of December ~~such~~31, ~~amount~~2009 orand 2008 the ~~amount~~Company ~~determined~~did ~~under~~not ~~existing guidance~~have ~~for~~any ~~non-acquired contingencies;~~cash equivalents.

~~· In-process research and development are~~Advances ~~recorded~~to ~~at fair value as an indefinite-lived intangible asset at the acquisition date;~~Employees

~~· Restructuring~~From ~~costs~~time to ~~associated~~time ~~with~~and a in the normal course of business, ~~combination~~the ~~are~~Company may advance funds or pay expenses on behalf of its employees. The Company generally ~~expensed~~establishes ~~subsequent~~an allowance for uncollectible amounts to reflect the ~~acquisition~~amount ~~date;~~of loss that can be reasonably estimated by management and is included as part of operating expenses in the accompanying consolidated statements of operations. The determination of the amount of uncollectible accounts is based on the amount of credit extended and the length of time each receivable has been outstanding, as it relates to each individual registered representative or employee. As of December 31, 2009, the Company had outstanding $30,000 of advances to an employee. Subsequent to December 31, 2009 the Company collected the entire balance outstanding.

~~· Changes in deferred tax asset valuation~~Property ~~allowances~~ and ~~income tax uncertainties after the acquisition date generally affect income tax expense.~~Equipment

Property and equipment consists primarily of equipment, furniture and fixtures and is stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives (generally three to seven years) of the related assets. Leasehold improvements, once placed in service, are amortized over the shorter of the useful life or the remainder of the lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred. Gains or losses on disposal of property and equipment are reflected in the consolidated statement of operations in the period of disposal.

F-8

~~SFAS 141R also includes a substantial~~Impairment ~~number~~ of new disclosure requirements. SFAS 141R applies prospectively to 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, 2008. Earlier adoption is prohibited. Accordingly, since we are a calendar yearLong-~~end~~Lived company we recorded and disclosed business combinations following existing GAAP until January 1, 2009. We expect SFAS 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time.Assets

InThe Company ~~December~~reviews ~~2007,~~long-lived ~~the FASB issued SFAS No. 160~~assets, ~~“Noncontrolling~~including ~~Interests~~intangible inassets ~~Consolidated~~other ~~Financial Statements” -~~than Angoodwill, ~~Amendment~~for ofimpairment ~~ARB~~whenever ~~No. 51~~events ~~(“SFAS~~or ~~160”).~~changes ~~SFAS~~in ~~160~~circumstances ~~establishes new~~indicate ~~accounting~~that ~~and~~the ~~reporting~~carrying ~~standards~~value ~~for~~of the ~~noncontrolling~~asset ~~interest~~may innot ~~a subsidiary~~be ~~and~~recoverable. ~~for~~In ~~the~~connection ~~deconsolidation~~with this ~~of a subsidiary. Specifically~~review, ~~this statement requires~~ the ~~recognition~~Company ofalso areevaluates ~~noncontrolling interest (minority interest) as equity in~~ the ~~consolidated~~periods ~~financial~~of ~~statements~~depreciation and ~~separate from~~ ~~the~~amortization ~~parent’s~~for ~~equity~~these assets. The ~~amount~~Company ofassesses ~~net~~recoverability ~~income~~by determining ~~attributable~~whether to the ~~noncontrolling interest will be included in consolidated~~ net ~~income~~book onvalue ~~the face~~ of the ~~income statement.~~related ~~SFAS~~asset ~~160~~will ~~clarifies~~be ~~that changes in a parent’s ownership interest in a~~recovered ~~subsidiary~~through ~~that~~the doprojected ~~not~~undiscounted ~~result~~future incash ~~deconsolidation~~flows ~~are~~of ~~equity transactions if~~ the ~~parent~~ ~~retains its controlling financial interest~~asset. InIf ~~addition, this statement~~the ~~requires~~Company determines that ~~a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using~~ the ~~fair~~carrying value of ~~the~~ ~~noncontrolling equity investment on~~ the ~~deconsolidation~~asset ~~date.~~may ~~SFAS~~not ~~160~~be ~~also~~recoverable, ~~includes~~it ~~expanded~~measures ~~disclosure~~any ~~requirements~~impairment ~~regarding~~based ~~the~~on ~~interests of~~ the ~~parent and~~projected ~~its~~future ~~noncontrolling~~discounted ~~interest.~~cash ~~SFAS 160 is effective for fiscal years, and~~flows ~~interim~~as ~~periods~~compared ~~within~~to ~~those~~the ~~fiscal~~asset’s ~~years,~~carrying ~~beginning~~value. onThrough ~~or after~~ December 15 31, ~~2008. Like SFAS 141R discussed above~~2009, ~~earlier adoption is~~the ~~prohibited. The~~ Company ~~does~~has not ~~expect~~recorded ~~the~~any ~~adoption~~impairment ofcharges ~~SFAS No. 160 to have a material impact~~ on ~~the~~its ~~financial statements~~long-lived assets.

~~In March~~Stock-Based 19, 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Currently the Company does not carry any derivative instruments and the adoption of this statement may not have any effect on the financial statements.Compensation

~~In May~~Stock-Based 2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting Principles”. The pronouncement mandates the Generally Accepted Accounting Principles (“GAAP”) hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. The Company does not believe this pronouncement will impact its financial statements.Compensation

~~In May~~The ~~2008,~~Company ~~FASB~~reports ~~issued~~stock-based ~~SFASB~~compensation ~~No.~~under ~~163,~~ASC 718 “~~Accounting~~Compensation ~~for~~– ~~Financial Guarantee Insurance~~Stock ~~Contracts-an~~Compensation”. ASC ~~interpretation~~718 ofrequires ~~FASB~~all ~~Statement~~share-based ~~No.~~payments ~~60”.~~to employees, ~~The~~including ~~scope~~grants of ~~the statement~~employee isstock ~~limited~~options, towarrants, ~~financial~~non-employee Directors ~~guarantee insurance (~~and ~~reinsurance) contracts.~~consultants ~~The~~to ~~pronouncement~~be isrecognized ~~effective~~in ~~for~~the ~~fiscal~~consolidated ~~years beginning after~~financial ~~December~~statements ~~31,~~based ~~2008.~~on ~~The~~their ~~Company~~fair ~~does~~values ~~not~~over ~~believe~~the ~~this~~requisite ~~pronouncement will impact~~service ~~its financial statements.~~periods

OnThe ~~December~~Company ~~30,~~accounts ~~2008~~for ~~FASB~~stock ~~issued~~option ~~FIN~~and ~~48-3,~~warant ~~“Effective~~grants ~~Date~~issued ofto ~~FASB~~non-employees ~~Interpretation~~for ~~No.~~goods 48and ~~for~~services ~~Certain~~using ~~Nonpublic Enterprises”. This FSP defers~~ the ~~effective~~guidance ~~date~~ of ~~FASB~~ ~~Interpretation~~ASC ~~No.~~718 ~~48,~~and ~~“Accounting~~ASC ~~for~~505 ~~Uncertainty in Income Taxes,” for certain non-public enterprises as defined in paragraph 289, as amended, of FASB Statement No. 109,~~ “Accounting for ~~Income Taxes,” including non-public~~ ~~not-for-profit~~Equity ~~organizations.~~Instruments ~~However, non-public consolidated entities of public enterprises~~ that ~~apply~~are U.Issued S.to ~~GAAP~~Other ~~are~~Than ~~not~~Employees ~~eligible~~ for ~~the~~Acquiring, ~~deferral.~~or ~~Nonpublic~~inConjunction ~~enterprises~~with ~~that~~Selling ~~have~~Goods ~~applied~~or ~~the recognition~~Services”, ~~measurement,~~whereby ~~and disclosure~~fair ~~provisions~~value of ~~Interpretation~~such 48option and inwarrant agrants ~~full~~is ~~set~~determined ofusing ~~annual financial statements issued prior to~~ the ~~issuance~~Black ofScholes ~~this~~option ~~FSP~~pricing ~~also~~model ~~are not eligible for~~at the ~~deferral.~~earlier ~~This~~of ~~FSP~~the ~~shall~~date beat ~~effective~~which ~~upon~~the ~~issuance.~~non-employee’s ~~The~~performance ~~Company~~is ~~does~~completed ~~not~~or ~~believe~~a ~~this~~performance ~~pronouncement~~commitment ~~will~~is ~~impact its financial statements~~reached.

OnThe ~~January~~Black-Scholes ~~12,~~option ~~2009~~valuation ~~FASB~~model ~~issued~~is ~~FSP~~used ~~EITF 99-20-01, “Amendment~~ to ~~the~~estimate ~~Impairment Guidance of EITF Issue No. 99-20”. This FSP amends~~ the ~~impairment~~fair ~~guidance~~value ~~in EITF Issue No. 99-20, “Recognition~~ of ~~Interest Income and Impairment on~~the ~~Purchased~~warrants ~~Beneficial~~or ~~Interests~~options ~~and~~granted. The ~~Beneficial~~model ~~Interests~~includes ~~That~~subjective ~~Continue to be Held~~input byassumptions athat ~~Transferor~~can inmaterially ~~Securitized~~affect ~~Financial~~the ~~Assets,”~~fair tovalue ~~achieve more consistent determination of whether an other-than-temporary impairment has occurred~~estimates. The ~~FSP~~model ~~also~~was ~~retains~~developed ~~and~~for ~~emphasizes~~use ~~the~~in ~~objective~~estimating ~~of an other-than-temporary impairment assessment and~~ the ~~related~~fair ~~disclosure~~value ~~requirements~~of intraded ~~FASB~~options ~~Statement~~or Nowarrants. ~~115, “Accounting for Certain Investments in Debt and Equity Securities,” and other related guidance.~~ The ~~FSP~~expected ~~shall~~volatility beis ~~effective~~estimated ~~for~~based ~~interim~~on ~~and~~the ~~annual~~most ~~reporting~~recent ~~periods~~historical ~~ending~~period ~~after~~of ~~December~~time ~~15,~~equal ~~2008, and shall be applied prospectively. Retrospective application~~ to athe ~~prior~~weighted ~~interim~~average orlife ~~annual~~of ~~reporting~~the ~~period~~warrants isor ~~not~~options ~~permitted~~granted. ~~The Company does not believe this pronouncement will impact its financial statements.~~

~~NOTE~~The Company’s 2determination –of ~~Capital~~fair ~~Stock~~value of share-based payment awards to employees and directors on the date of grant uses the Black Scholes model, which is effected by the Comnpany’s stock price as well as assumptions regarding a number of highly comples and subjective variables. These variables include but are not limited tothe risk free interest rate, the expected term, expected volatility, and actual projected employee stock option exercise behaviors. The risk free interest rate is based on U.S. Treasury zero-coupon yield curve over the expected term of the option. The expected term assumption represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by SEC Staff Accounting Bulleting (“SAB”) 110 for “plain vanilla options. Since the Company has limited historical volatility information, it bases its expected volatility on the historical volatility of similar entities whose share prices are publicly available. In making its determination as to similarity, the Company considered the industry, stage of life cycle, size, and financial leverage of such other entities. The Company’s model includes a zero dividend yield assumption, as the Company has not historically paid nor does it anticipate paying dividends on its common stock. The periodic expense is then determined based on the valuation of the options, and at that time an estimated forfeiture rate is used to reduce the expense recorded. The Company’s estimate of pre-vesting forfeitures is primarily based on the Company’s historical experience and is adjusted to reflect actual forfeitures as the options vest.

~~a) Authorized~~The following ~~Stock~~assumptions were used to estimate the fair value of options granted for the year ended December 31, 2009, using the Black-Scholes option-valuation model:

As of December 31, 2008, there were 75,000,000 shares authorized. On January 23, 2009, our articles of incorporation were amended to authorize 500,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholder of the corporation is sought. Additionally, a forward split of 12 for 1 was effectuated. All shares are reported on a post-split basis.

Risk free interest rate	1.3 to 3.2		%
Expected term (years)	5 to 10
Expected volatility (based on peer companies)		171	%
Expected dividend yield		-	%

The effect of recording stock-based compensation expense for the year ended December 31, 2009, in accordance with the applicable provisions of ASC 718 is as follows:


Compensation and related benefits	$	6,194,405
Consulting and outside services		34,353,717
Research and development		4,000,000
Total stock based compensation	$	44,548,122

Loss Per Common Share

The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share.” ASC 260 requires dual presentation of basic and diluted earnings per share. Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding (including vested restricted stock awards) during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, resulting from the exercise of outstanding stock options and stock awards. These potentially dilutive securities were not included in the calculation of loss per common share for the years ended December 31, 2009 and 2008, respectively, because, due to the loss incurred during such periods, their inclusion would have been anti-dilutive. Accordingly, basic and diluted losses per common share are the same for all periods presented.

F-9

~~b) Share~~In accordance ~~Issuance:~~with ASC 260 the Company has given effect to the issuance of 1,500,000 warrants issued in conjunction with the Company’s September 2009 financing and exercisable at $0.01 per share in computing basic net loss per share classified as a derivative liability.

~~From inception of the Company (March 14,~~Total ~~2007)~~shares toissuable ~~December~~upon ~~31st, 2008,~~ the ~~Company~~exercise ~~issued 99,840,000 common shares. 48,000,000 shares were issued at $0.002 per share for total proceeds~~ of ~~$8,000~~warrants ~~being $4,000 for par value shares~~ and ~~$4,000~~options for ~~additional paid in capital. These shares were issued to~~ the ~~director~~years ~~and officer of the~~ended ~~Company.~~December 5131,~~840,000~~ ~~shares~~2009 ~~were issued at $0.005 per share for total proceeds of $21,600 being $4,320 for par value shares~~ and ~~$17~~2008,~~280~~ ~~for additional paid in capital. These shares~~ were ~~issued~~comprised toas ~~36 independent investors pursuant to a SB-2 Registration Statement.~~follows:

On December 3, 2008 the Company filed a Preliminary Schedule 14C with the Securities and Exchange Commission to effect the following changes:

	As of December 31,
	2009		2008
Warrants		10,583,392		-
Options		42,400,000		-
Unvested restricted stock grants		10,312,500
Total common stock equivalents		63,295,892		-

~~- an~~Income ~~increase of the authorized number of shares of our common stock from 75,000,000 to 500,000,000.~~ Taxes

- Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s ~~name~~income totax ~~The~~returns ~~Media~~are ~~Power~~recognized ~~Group,~~in ~~Inc~~the consolidated financial statements if such positions are more likely than not of being sustained.

~~- a~~Derivative 12Financial ~~for 1 forward split of the Company’s common stock.~~Instruments

~~These~~The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes ~~were~~in ~~not~~the ~~effective~~fair ~~until~~value reported in the consolidated ~~January~~statements 23of operations. For stock-based derivative financial instruments, ~~2009~~the Company uses the Black-Scholes option valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

~~NOTE 3 - Going~~Research ~~Concern~~and Development

~~The accompanying financial statements~~Research have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the company as a going concern. However, we have an accumulated deficit of $48,250 as of December 31, 2008. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon our continued operations, which in turn is dependent upon our ability to raise additional capital, obtain financing and ~~succeed~~development inexpense ~~seeking~~relates ~~out suitable candidates for a business combination with a private company. The financial statements do not include any adjustments relating~~ to the ~~recoverability~~development ~~and classification~~ of ~~recorded~~ ~~asset~~new ~~amounts~~products ~~or amounts~~ and ~~classification of liabilities that might~~processes beincluding ~~necessary~~improvements ~~should~~to weexisting beproducts. ~~unable~~These tocosts ~~continue~~are asexpensed ~~a going~~as ~~concern~~incurred.

~~NOTE~~Concentration 4of –Credit ~~Income Taxes~~Risk

WeFinancial ~~incurred~~instruments ~~operating~~that ~~losses~~potentially ofsubject ~~$48,250,~~the ~~which,~~Company ifto ~~utilized,~~a ~~will~~concentration ~~begin~~of ~~to expire~~credit inrisk ~~2027.~~consist ~~Future~~of ~~tax~~cash. The ~~benefits,~~Company ~~which~~maintains ~~may~~its ~~arise~~cash aswith ahigh ~~result~~credit quality offinancial ~~these~~institutions; ~~losses~~at times, ~~have not~~such ~~been~~balances ~~recognized~~with inany ~~these~~one financial institution ~~statements,~~may ~~and~~exceed ~~have~~FDIC ~~been~~insured ~~off set by a valuation allowance~~limits. We ~~There~~had ~~are~~no ~~additional~~cash ~~limitations~~subject ~~due~~ to such ~~our~~risk ~~recent~~at ~~change in~~December ~~control. Therefore~~31, we2009 ~~believe~~and ~~we will be unable to utilize these loss carryforwards~~2008.

~~Details~~Subsequent ~~of future income tax assets at December 31, 2008 and 2007 are as follows:~~Events

Future income tax assets:	2008			2007
Net operating loss	$	21,802		$	26,448
Statutory tax rate (combined federal and state)		34	%		34	%
Non-capital tax loss		7,413			8,992
Valuation allowance		(7,413	)		(8,992	)
	$	-		$	-

Management has evaluated subsequent events or transactions occurring through, the date the financial statements were issued, to determine if such events or transactions require adjustment or disclosure in the financial statements.

~~The~~Recent ~~potential~~Accounting future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carryforwards is determined not to be “more likely than not,” a valuation allowance is provided to reduce the recorded tax benefits from such assets.Pronouncements

~~NOTE~~The FASB 5has issued Accounting Standards Update (ASU) 2009-16, Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets. ~~Related~~ASU ~~Party~~2009-16 ~~Transaction~~will require more information about transfers of financial assets, including securitization transactions, eliminates the concept of a qualifying special-purpose entity and changes the requirements for derecognizing financial assets. ASU 2009-16 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

On August 29, 2008, the $15,000 loan from the director was forgiven without interest or penalty and, therefore is no longer reflected on the financial statements. The forgiven loan was charged to additional paid in capital.

During 2008, Carl Freer (an affiliate of the Company) paid $2,025 of our expenses. On December 31, 2008, this amount was forgiven and charged to additional paid in capital.

F-10

~~ITEM~~The 9FASB has issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. ASU 2010-06 amends Codification Subtopic 820-10 and now requires a reporting entity to use judgment in determining the appropriate classes of assets and liabilities and to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. ~~CHANGES~~ASU IN2010-06 ~~AND~~is ~~DISAGREEMENTS~~effective for ~~WITH~~interim ~~ACCOUNTANTS~~and ONannual ~~ACCOUNTING~~reporting ~~AND~~periods ~~FINANCIAL~~beginning after December 15, 2009, As ~~DISCLOSURE~~this standard relates specifically to disclosures, the adoption will not have an impact on the Company’s consolidated financial position and results of operations.

In May 2009, the FASB issued new accounting guidance, under ASC Topic 855 on “Subsequent Events”, which sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for interim and annual periods ending after June 15, 2009. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

In June 2008, the FASB issued new accounting guidance, under ASC Topic 260 on “Earnings per Share”, related to the determination of whether instruments granted in share-based payment transactions are participating securities. This guidance clarifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. This guidance is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

In June 2008, the FASB issued new accounting guidance, under ASC Topic 815 on Derivatives and Hedging, as to how an entity should determine whether an instrument, or an embedded feature, is indexed to an entity's own stock and whether or not such instruments would be accounted for as equity or a derivative liability. The adoption of this guidance can affect the accounting for warrants and many convertible instruments with provisions that protect holders from a decline in the stock price (or “down-round” provisions). For example, warrants with such provisions will no longer be recorded in equity. Down-round provisions reduce the exercise price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008 and is applicable to outstanding instruments as of the beginning of the fiscal year it is initially applied. Early application is not permitted. The cumulative effect, if any, of the change in accounting principle shall be recognized as an adjustment to the opening balance of retained earnings. See Note 6 for the impact of the adoption of this guidance on the Company’s consolidated financial statements.

In March 2008, the FASB issued new accounting guidance under standard ASC Topic 815, on Derivatives and Hedging which requires enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted under Topic 815 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. This standard is effective for fiscal years and interim periods beginning after November 15, 2008. . The adoption of this pronouncement did not have an impact on the Company’s consolidated financial position and results of operations.

The FASB has issued Accounting Standard Update (ASU) 2009-17, Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. This determination is based on, among other things, the other entity’s purpose and design and the Company’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. ASU 2009-17 is effective at the start of the Company’s first fiscal year beginning after November 15, 2009. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations

NOTE 4. PROPERTY AND EQUIMENT

Property and equipment consisted of the following as of December 31, 2009:

	2009
Office and computer equipment	$	258,612
Furniture and fixtures		33,909
Software		2,978
		295,499
Less: accumulated depreciation		(17,212	)
	$	278,287

Depreciation expense amounted to $17,212 and $0 for the years ended December 31, 2009 and 2008, respectively.

NOTE 5– EQUITY TRANSACTIONS

Private Placements

On March 27, 2009, the Company entered into an unregistered securities purchase agreement pursuant to which the Company sold 5,000 shares of common stock resulting in net proceeds of $2,500.

On March 30, 2009, the Company entered into an unregistered securities purchase agreement pursuant to which the Company sold 100,000 shares of common stock resulting in net proceeds of $50,000.

F-11

On April 3, 2009, the Company entered into an unregistered securities purchase agreement pursuant to which the Company sold 800,000 shares of common stock resulting in net proceeds of $400,000.

On April 13, 2009, the Company entered into an unregistered securities purchase agreement pursuant to which the Company sold 100,000 shares of common stock resulting in net proceeds of $50,000.

In September, 2009, the Company negotiated a securities purchase agreement whereby investors agreed to invest $4,000,000 and $1,000,000, respectively. The Company received $1,540,000, net of closing costs of $210,000, in anticipation of closing. The originally proposed agreement was never executed. Accordingly, the Company recorded the cash receipt as shares issuable. Subsequently, on November 6, 2009, the Company finalized the security purchase agreement with the investor for the purchase of 5,250,525 shares of the Company's Common Stock in exchange for the $1,540,000 previously received. Under the terms of the Banking Agreement described below, the Company’s investment banker earned a fee for this transaction in the form of a warrant to purchase 583,392 shares of common stock at an exercise price of $0.33 per share. The warrant has a life of 5 years and was valued using Black-Scholes option valuation model for $216,439. The warrants were recorded as stock compensation as of December 31, 2009.

On September 18, 2009, the Company entered into an unregistered securities purchase agreement pursuant to which the Company agreed to sell up to an aggregate of 10,000,000 shares of common stock and issue warrants to purchase up to 5,000,000 shares of common stock for an aggregate purchase price of $5,000,000. The Company issued 3,000,000 shares of common stock together with a warrant to purchase 1,500,000 shares of common stock for the aggregate purchase price of $1,300,000 which is net of $200,000 of closing related costs under this securities purchase agreement. At September 18, 2009 the amount of $1,300,000 was received and as of December 31, 2009 the net amount is included in the balance sheet as shares issuable. In addition on September 18, 2009, the warrant was also recorded at a fair value of $1,045,872 as a derivative liability (see Note 6). Under the Banking Agreement described below, the Company’s investment banker earned a fee for this transaction in the form of a warrant to purchase 500,000 shares of common stock at $.33 per share. The warrant has a life of 5 years and was valued using Black-Scholes option valuation model for $337,485. The warrant was recorded as stock compensation as of December 31, 2009. Subsequent to December 31, 2009, the 3,000,000 applicable shares were issued. There are no assurances that the remainder of the proceeds called for under this securities purchase agreement will be received.

On December 8, 2009, the Company entered into three separate stock purchase agreements the sum of which totaled $350,000. At December 31, 2009, the 1,555,556 shares were unissued and $350,000 was reported as shares issuable.

On December 29, 2009, the Company entered into an unregistered securities purchase agreement pursuant to which the Company sold 5,333,333 shares of its common stock resulting in net proceeds of $650,000. At December 31, 2009, the shares were unissued and $650,000 was reported as shares issuable.

Shares for Services

During the year ended December 31, 2009, the Company issued 20,800,000 shares of common stock for various consulting services. Compensation expense is recorded as the instruments vest and the Company recorded consulting and outside service expenses totaling $9,317,250 associated with these issuances of common stock based on the fair value determined at the time of the individual issuances. Under the terms of one consulting agreement the Company is obligated to issue an additional 3,000,000 common shares. The fair value of the common shares approximated $1,500,000 and vest over terms ranging from three to seven years. The Company incurred a stock based compensation charge of $458,333 which is for the vested portion of the award. As of December 31, 2009, the Company has not issued the 3,000,000 shares and accordingly are included as part of accrued stock compensation. The unvested portion of the award amounted to $1,040,667 and will recorded in the future periods.

On April 4, 2009, the Company issued 10,000,000 shares to its former Chief Executive Officer for services. The fair value of the award of $5,000,000 was determined on the date the agreement was entered into and approximates the fair value of the common stock. For the year ended December 31, 2009, the Company incurred a stock based compensation charge of $1,343,750 which is for the vested portion of the award. Subsequent to December 31, 2009, the former CEO resigned his position with the Company. Under the terms of the employment agreement the shares became fully vested and as such the Company recorded a charge to operation for the remaining unvested portion of $3,656,250 for the year ending December 31, 2010.

On May 12, 2009, the Company issued 6,000,000 shares to its Chairman of the Board and current Chief Financial Officer for services. The fair value of the award of $3,120,000 and was determined on the date the agreement was entered into and approximates the fair value of the common stock. For the year ended December 31, 2009, the Company incurred a stock based compensation charge of $2,080,000 which is for the vested portion of the award. The unvested compensation charge that will vest over sixteen month is $1,040,000.

On August 31, 2009, the Company entered into an agreement with a consultant for services. Under the terms of the agreement the Company was obligated to issue 250,000 shares of common stock. Accordingly the Company accrued $175,000 as part of accrued stock compensation. On behalf of the Company a shareholder transferred their shares of the Company’s Common Stock to the consultant as payment for services rendered. Subsequently the Company was relieved of the liability by the shareholder for the shares payable to the consultant. The Company recorded the transaction as a settlement of $175,000 to equity for no consideration.

F-12

On October 1, 2009, the Company entered into an agreement with a consultant for services. Under the terms of the agreement the Company is obligated to issue 10,000,000 shares of common stock. Accordingly the Company recorded $6,200,000 as part of shares issuable.

On November 2, 2009, the Company settled a claim with a consultant and in exchange agreed to issue 16,000,000 shares of its common stock. The Company accrued as part of shares issuable $5,120,000. Subsequently the Company issued the 16,000,000 shares for the full settlement of this obligation.

On November 5, 2009, the Company settled a claim with a consultant and agreed to issue 4,000,000 shares of its common stock. On February 2, 2010, a separate claim was settled whereby the Company agreed to issue an additional 16,000,000 shares to the consultant since the original 4,000,000 shares had not been delivered and the quoted market value of the Company’s common stock had declined subsequent to the November 5, 2009 settlement date. The entire 20,000,000 shares were accrued as of December 31, 2009. The accompanying consolidated financial statements include $2,400,000 in shares issuable and consulting and outside service expense which reflects the entire obligation associated with this claim.

On December 11, 2009, the Company issued 2,628,000 shares to its employees for services provided. The shares vested immediately on the date of issuance and the Company incurred a stock based compensation charge of $473,040.

Other

On October 1, 2009, the Company entered into an agreement with an investment banker for services. Under the terms of the agreement the Company was obligated to pay the banker $500,000 as an initial commitment fee. The Company did not pay the commitment fee and on April 6, 2010, the Company settled a claim with the banker and in exchange agreed to issue 40,000,000 shares of its common stock. The Company accrued as part of shares issuable $1,200,000 which represents the fair value of the award at the settlement date.

On November 13, 2009 the Company created a new wholly-owned subsidiary, GetFugu Research, Inc. and entered in to a merger agreement with IKDATA, Inc. (“IKDATA”) and its sole stockholder and employed the former sole stockholder as its Chief Software Architect. Under the terms of the agreement the Company acquired IKDATA and its intellectual property in exchange for 10,000,000 shares of the Company's common stock. The Company issued 5,000,000 shares at closing and will issue an additional 5,000,000 shares to the former shareholder in March 2010. The former sole stockholder also entered into an employment agreement and a six-month non-competition agreement. The Company evaluated the transaction and determined that the transaction was an asset acquisition of in-process research and development comprising of patent pending algorithms. The Company was unable to determine alternate future uses of the algorithms and determined that the employment agreement and non-compete agreement had no intrinsic value. Accordingly, the Company recorded a charge of $4,000,000 for the year ended December 31, 2009, for in-process research and development. At December 31, 2009, accrued stock issuance payable includes $2,000,000 representing the fair value associated with the 5,000,000 unissued shares. Subsequent to December 31, 2009 the Chief Software Architect resigned from the Company.

Stock Options

On July 17, 2009, the Company granted 27,000,000 options to an employee four employees to purchase shares of common stock at exercise prices from $0.15 to $0.30 per share. The options vest over a period from 3 to 5 years and have a life of 6 to 10 years. The fair value of the awards is $6,925,188 and was calculated using the black scholes option model. For the year ended December 31, 2009, the Company recorded a charge to operations for the vested portion of these awards of $2,024,480. During the year ended December 31, 2009, one of the employees was terminated for cause by the Company. As a result 4,000,000 options granted to this employee were forfeited by the employee. As December 31, 2009 $4,276,102 remains unvested and will be charged to operations in future periods.

On November 2, 2009, the Company granted 10,000,000 options to five independent members of the Company’s Board of Directors to purchase shares of common stock at an exercise price of $0.37 and 333,333 options vest in six months from the date of the grant and the remainder vest over a period of 3 years. The options have a life of 10 years. The Company recorded a charge to operations for $273,035 for the year ended December 31, 2009 based on the fair value determined at the time of the individual grant using the Black Scholes Option Valuation Model. As of December 31, 2009, $3,301,245 remains unvested and will be charged to operations in future periods.

On November 13, 2009, the Company granted 5,400,000 options to a consultant to purchase shares of common stock at an exercise price of $0.40 and 2,000,000 options vest in two months from the date of the grant and the remainder vest over a period of approximately 2 years. The options have a life of 5 years. The Company recorded a charge to operations for $608,922 for the year ended December 31, 2009 based on the fair value determined at the time of the individual grant using the Black Scholes Option Valuation Model. As of December 31, 2009 $1,289,763 remains unvested and will be charged to operations in future periods.

F-13

A summary of the option activity for the year ended December 31, 2009 is as follows:

	Number of Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value
Options outstanding at January 1, 2009		-		$	-
Granted		42,400,000			0.26			8.5
Forfeited		(4,000,000	)		(0.30	)		-
Cancelled		-			-			-
Exercised		-			-			-
Options outstanding at December 31, 2009		38,400,000		$	0.25			7.33	$	200,000
Options exercisable at December 31, 2009		9,221,000		$	0.25			5.95	$	56,000

	Options Outstanding					Options Exercisable
Exercise Price	Number of Outstanding Options		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Exercisable Options		Weighted Average Exercise Price
$0.15- $0.40		38,400,000	7.33 years	$	0.25		9,221,000	$	0.23

The tables above incorporate 5,400,000 of non-employee options with an exercise price of $0.40 and a remaining life of approximately 2 years.

Warrants

On July 22, 2009, the Company entered in to an exclusive investment banking agreement (the “Banking Agreement”) which included the issuance of 2,000,000 shares of common stock and 28,000,000 warrants. The Banking Agreement also provided for a cash fee as well as the issuance of warrants based on amounts actually raised for the Company. The Company recorded a charge to operations for the shares of $640,000 and warrants of $8,486,388. On November 13, 2009, the Banking Agreement was modified to be non-exclusive. As part of the amendment, the original warrant to purchase 28,000,000 shares of the Company’s common stock was reduced to purchase 8,000,000 shares of the Company’s common stock. As of September 30, 2009, the Company accrued $640,000 for the 2,000,000 as part of accrued stock compensation. On behalf of the Company a shareholder transferred their shares of the Company’s common stock to the consultant as payment for services rendered. Subsequently the Company was relieved of the liability associated to the shares payable to the consultant. The Company recorded the transaction as a settlement of $640,000 to equity for no consideration.

The following is additional information with respect to the Company's warrants as of December 31, 2009:

	Number of Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value
Warrants outstanding at January 1, 2009		-		$	-
Granted		30,583,392			0.28			5.0
Cancelled		(20,000,000	)		(028	)		-
Exercised		—			-			-
Warrants outstanding at December 31, 2009		10,583,392		$	0.28			4.6	$	225,000
Warrants exercisable at December 31, 2009		10,583,392		$	0.28			4.6	$	225,000

F-14

	Warrants Outstanding					Warrants Exercisable
Exercise Price	Number of Outstanding Warrants		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Exercisable Warrants		Weighted Average Exercise Price
$0.01- $0.33		10,583,392	5 years	$	0.28		10,583,392	$	0.28

Nonvested Shares of Common Stock

A summary of the status of the Company’s nonvested shares of common stock as of December 31, 2009, and changes during the year then ended is presented below:

				Weighted
				Average
				Grant Date
Nonvested Shares	Shares			Fair Value
Nonvested at January 1, 2009		-				-
Granted		17,000,000			$	0.52
Vested		(6,687,500	)			(0.51	)
Expired		-				-
Nonvested at December 31, 2009		10,312,500			$	0.52

NOTE 6- DERIVATIVE LIABILITY

In June 2008, the FASB issued new accounting guidance, which requires entities to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock by assessing the instrument’s contingent exercise provisions and settlement provisions. Instruments not indexed to their own stock fail to meet the scope exception of ASC 815 “Derivative and Hedging” and should be classified as a liability and marked-to-market. The statement is effective for fiscal years beginning after December 15, 2008 and is to be applied to outstanding instruments upon adoption with the cumulative effect of the change in accounting principle recognized as an adjustment to the opening balance of retained earnings. The Company did not have any equity-linked financial instruments in 2008 or prior.

ASC 815-40 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock. The Company entered into an unregistered securities purchase agreement with attached warrants, which contain a strike price adjustment feature. The anti-dilution provisions in the warrants trigger liability treatment. During the third and fourth quarters of 2009, the liability was adjusted for the change in fair value of the warrants. In accordance with ASC 815-40, a derivative liability of $229,635 related to the warrants is included in our consolidated balance sheet as of December 31, 2009. During 2009, we recorded an a decrease in that expense of $816,237 related to the change in fair value of the warrants as of December 31, 2009.

F-15

The derivative liability was valued using the Black-Scholes option valuation model and the following assumptions on the following dates:

	September 18, 2009			December 31, 2009
Risk-free interest rate		2.49	%		2.49	%
Expected volatility		171	%		171	%
Expected life (in years)		5.0			4.7
Expected dividend yield		n/a			n/a

Number of warrants		1,500,000			1,500,000

Fair value	$	1,045,872		$	229,635

The risk-free interest rate was based on rates established by the Federal Reserve. The Company’s expected volatility was based on the historical volatility of similar entities whose share prices are publicly available. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based upon the fact that the Company has not historically paid dividends, and does not expect to pay dividends in the future.

NOTE 7 — FAIR VALUE

ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Standard clarifies that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date and emphasizes that fair value is a market-based measurement and not an entity-specific measurement.

ASC 820 establishes the following hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value:

Level 1 – Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 – Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

Liabilities measured at fair value on a recurring basis at December 31, 2009 are as follows:

			Fair Value Measurements at December 31, 2009
	Total carrying value at December 31, 2009		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative liability	$	229,635	$	-	$	-	$	229,635

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities consist of derivative liabilities associated with the 1,500,000 of warrants granted that contains a reset price provision. In addition the Company entered into an asset purchase agreement for in process research and development that carried a fair value of $4,000,000 on the measurement date.

F-16

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the year ended December 31, 2009.

	Derivative liability
Balance at January 1, 2009	$	-
Fair value at issuance		1,045,872
Reductions		(816,237	)
Transfer in and /or out of Level 3		-
Balance at December 31, 2009	$	229,635

The carrying amounts of cash, accounts payable, and accrued liabilities approximate their fair value due to their short maturities. There were no changes in the valuation techniques during the year ended December 31, 2009.

NOTE 8—NOTES PAYABLE

On August 18, 2009, the Company entered into an unsecured note payable in the amount of $100,000, the note matures on November 18, 2009 and accrues interest at a rate of 12% per annum. The note was repaid in full on September 9, 2009.

On November 6, 2009, the Company entered into an unsecured note payable which matures on December 6, 2009, in the amount of $250,000. The note accrues interest at 10% per annum.

On December 21, 2009, the Company entered into an unsecured note payable which matured on January 20, 2010, in the amount of $50,000. As an inducement to the loan, the Company agreed to issue the lender 50,000 shares of the Company’s common stock valued at $9,000. The Company incurred a charge which has been included as part of interest expense on the consolidated statement of operations. At December 31, 2009, the shares were not yet issued and consequently $9,000 was reported as shares issuable.

At December 31, 2009, the $250,000 note was in default and as of April 15, 2010, both notes are in default of the applicable repayment provisions.

NOTE 9 – RELATED PARTY TRANSACTIONS

On August 29, 2008, the $15,000 loan from the Company’s then sole director was forgiven without interest or penalty. This forgiven loan was reclassified to additional paid-in capital.

During the year ended December 31, 2008, an officer and shareholder of the Company paid $2,025 of expenses on behalf of the Company. On December 31, 2008, this amount was forgiven and recorded as additional paid-in capital.

Effective April 9, 2009, the Company entered into an agreement for the assignment of patent rights with MARA Group Ltd (“MARA”). Pursuant to the agreement the Company acquired eight patent applications from MARA in exchange for 25 million shares of common stock of the Company. Prior to the closing of this transaction MARA was deemed to be an “affiliate”, as Carl Freer (“Freer”), co-founder of the Company and the then sole owner of MARA owned, directly and indirectly, approximately 21% of the Company’s outstanding common stock. Subsequent to this transaction, Freer beneficially owned approximately 37.5% of the Company’s outstanding common stock. Since MARA is under common control with the Company (due to the common ownership by Freer), the Company recorded the acquisition of the patent rights at MARA’s carrying value of $0, and the difference between the fair market value of the common stock issued to MARA and the carrying value of the patent applications received was recorded as a deemed dividend of $ 12,500,000 to MARA. Through his role as co-founder and one of the single largest Company shareholders, Freer is considered to have management control in accordance with ASC 850, “Related Party Disclosures.”

On August 19, 2009 the Company and Freer executed a twelve month agreement which limits Freer’s rights to vote shares of the Company’s Common Stock that he owns during this twelve month period to a level of 17% of the total votes cast on any matter brought to Company shareholders for a vote. On October 16, 2009, Freer created a limited liability company controlled by three individuals including Freer’s daughter. All shares of Company Common Stock owned by Freer were transferred to this limited liability company. Concurrent with the creation of this limited liability company, the agreement which limited Freer's right to vote shares was terminated.

F-17

On August 24, 2009, the Company entered into an unsecured revolving promissory note with a lender whose owners include a founder and shareholder of the Company. Under the terms of this revolving promissory note the maximum available borrowings shall not exceed $5 million. Interest will be accrued at an annual rate of 10% and will be payable on demand by the lender. As of December 31, 2009, the Company had received borrowings under the unsecured promissory note totaling $1,243,657, and repaid $634,807. As of April 15, 2010, the amount due under this facility totaled $665,042.

On December 18, 2009, the Company entered into a revolving promissory note with a founder and shareholder of the Company. During the year ended December 31, 2009, the Company had received cash borrowings of $170,000 and repaid $50,000. The borrowings have a stated interest rate of 10% and is payable on demand. As of April 15, 2010 the amount due under this facility totaled $120,000.

On July 17 2009, the Company agreed to issue Freer 10,000,000 shares of Series A preferred stock with each such share having twenty votes on all matters brought to a shareholder vote. The issuance of Series A preferred stock to Freer is subject to Board and shareholder approval and the authorization of a sufficient number of shares of Series A preferred. As of December 31, 2009, no Series A preferred stock has been approved by either the Board or the shareholders and accordingly, none have been authorized or issued. On April 15, 2010, the Company’s Board of Directors and Freer agreed to rescind the commitment by the Company to issue the preferred stock as defined in the employment agreement dated July 17, 2009.

During December 2009, the Company received borrowings a from a company owned by 2 individuals one being an officer and Director and the other a founder and shareholder of the Company, of the Company. During the year ended December 31, 2009, the Company received advances of $236,692 and repaid $100,000. As of April 15, 2010, the total amount owed to this related party was $111,400.

NOTE 10 – INCOME TAXES

The Company evaluates uncertain tax positions under ASC 740 “Income Taxes”. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “uncertain tax positions.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

In accordance with ASC 740, interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and would be classified as “Interest expense, net” in the consolidated statements of operations. Penalties would be recognized as a component of “general and administrative expenses.”

The Company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. The Company files income tax returns in the United States (federal) and primarily in California. The Company is not subject to federal and state income tax examinations by tax authorities for years prior to 2007. As of December 31, 2009, no liability for unrecognized tax benefits was required to be recorded.

The Company has significant net operating loss and business credit carryovers which are subject to a valuation allowance due to the uncertain nature of the realization of the losses. Section 382 of the Internal Revenue Code imposes certain limitations on the utilization of net operating loss carryovers and other tax attributes after a change in control. Since its formation, the Company has raised capital through the issuance of capital stock which, combined with purchasing shareholders' subsequent disposition of these shares..

The Company has net operating loss carryforwards (“NOLs”) of approximately $8,740,000 and $21,802 as of December 31, 2009 and 2008, respectively that will be available to offset future taxable income. Based on projections for future taxable income over the periods that the deferred tax assets are deductible, the Company believes it is more likely than not that the Company will not realize the benefits of these deductible differences in the near future and therefore a full valuation allowance increased approximately $ 3,489,000 and $7,413, for the years ended December 31, 2009 and 2008, respectively related to increased net operating losses.

The total net deferred tax asset as of December 31, 2009 and 2008 consists of the following:

	2009			2008
Net operating loss carryforwards	$	3,611,000		$	7,413
Less: valuation allowance		(3,611,000	)		(7,413	)
Total net deferred tax asset	$	-		$	-

The difference between the federal statutory and effective income tax rates for the years ended December 31, 2009 and 2008 is as follows:

	2009			2008
Federal statutory tax rate		(34.0)	%		(34.0)	%
State and local income taxes, net of federal benefit		(6.0)	%		(6.0)	%
Other permanent items		(0.4)	%		—	%
Stock-based compensation		33.8	%		—	%
Less: valuation allowance		6.6	%		40.0	%
Provision for income taxes		0.0	%		0.0	%

F-18

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Operating Leases

In August, 2009, the Company began leasing 7,343square feet of office space at its headquarters in West Hollywood, CA under a sub-lease that expires in June 2010. The monthly rent under the lease is $13,951.

Total rent expense for the year ended December 31, 2009 and 2008 was $169,160 and $0.

Other

At December 31, 2009, the Company has an obligation totaling $932,266 related to unpaid payroll tax, including an estimate of penalties and interest. The Company has filed the required payroll tax returns required.

The Company has not filed either federal or state income tax returns for the years ended 2009, 2008, and 2007. There are no penalties or interest due or recorded as a liability, as in all periods the Company reported losses.

Litigation

A lawsuit was filed on November 25, 2009 against the Company, numerous former and current Company officers and directors, and other individuals and entities. Plaintiffs have made no direct claims against the Company, but have instead named it as a “nominal” defendant, and have alleged “derivative” causes of action on its behalf. The Plaintiffs appear at present to only claim damages of approximately $26,000,000 resulting from loans they made to previous companies, which Carl Freer, the President of the Company, allegedly personally guaranteed. The Company’s counsel is preparing a motion to dismiss. The Company and those officers and directors deny plaintiffs’ allegations, and plan to vigorously defend the action. Accordingly, the Company has no liability accrued as it relates to this matter.

By letter dated February 24, 2010, fourteen former employees of a separate company made a demand for $430,000 in unpaid wages against that company, and threatened to file suit against the Company, on the ground that the separate company was merely an instrumentality of GetFugu, Inc. To the Company’s knowledge, no claim has been filed to date, and the Company believes the demand is not an obligation of the Company. Accordingly, as of December 31, 2009, the Company has no liability accrued as it relates to this matter.

Although the Company believes it will be successful in defending these matters there can be no assurances that these legal matters will not result in any negative outcomes.

On April 1, 2010, Hutton International Investments, Ltd (“Hutton”) filed a claim that it suffered damages as a result of the Company's breach of a securities purchase agreement with the Company. The parties stipulated to settle the claim in exchange for issuance to Hutton of 40,000,000 shares of the Company’s common stock, subject to adjustment and the Court’s approval of the settlement under Section 3(a)(10). The court approved the settlement and dismissed the action on April 6, 2010 at which time 40,000,000 shares of the Company’s common stock were issued to Hutton. The Company recorded a charge of approximately $1,200,000 for the year ended December 31, 2009, based on the share price of the Company’s common stock on the date of settlement.

NOTE 12 – SUBSEQUENT EVENTS

On January 14, 2010, the Company entered into a joint venture agreement for the purpose of establishing an operating entity in Japan. The Company issued 3,000,000 shares of its common stock and will retain a 75% interest in the joint venture.

On January 15, 2010, the Company, through a wholly-owned subsidiary, entered into an agreement and plan of merger with Health Matrix, Inc. Under the terms of the agreement and plan of merger, 7,580,000 shares of the Company’s common stock were issued in exchange for all of the ownership interest in Health Matrix.

On February 5, 2010, the Company entered into a short-term secured promissory note. Under the terms of this secured promissory note, the Company received $150,000. Interest accrues at an annual rate of 10% and the note is payable on demand. Security for this note includes a first priority interest in all of the Company’s assets owned on the date of the loan as well as all assets acquired while the loan is outstanding.

F-19

On February 9, 2010, the Company executed a consulting agreement with a public and investor relations firm to which 10,000,000 shares of the Company’s common stock were issued.

On February 15, 2010, the Company entered into consulting agreements with two individuals including monthly fees totaling $25,000 and the issuance of non-qualified stock options totaling 20,000,000. On the date of the grant 25% of the options vest immediately and the remaining will vest over a term of 5 years. The options granted are exercisable at $0.13 per share and have a contractual life of 5 years

On March 2, 2010, the Company received an advance totaling $83,000 from a former officer of the Company. Interest accrues at an annual rate of 10% and the note is payable on demand

On March 12, 2010, the Company entered into a short-term 8% convertible promissory note. Under the terms of this promissory note, the Company received $71,500. At any time prior to the maturity date, the note can be converted at the option of the lender into the Company’s common stock based on a 40% discount to the weighted average price of the Company’s Common Stock for the three lowest closing share prices during the ten trading days prior to the conversion date.

On March 23, 2010, the Company entered into a short-term convertible promissory note. Under the terms of this promissory note, the Company received $150,000. The note matures on June 23, 2010. At any time prior to the maturity date, the note can be converted at the option of the lender into the Company’s common stock at a price of $0.02 per share. If the lender demands repayment on the maturity date the conversion feature is terminated and the Company is obligated to pay the lender $200,000. The lender was also granted a warrant to acquire 3,000,000 shares of the Company’s common stock at $0.10 per share for three years.

On March 24, 2010, we entered into an agreement and plan of merger with each of Mobile Search Technologies, Inc. and Cellular Software Corporation, pursuant to which we acquired both companies as our wholly-owned subsidiaries in exchange for 100,000,000 shares of our Common Stock each. Mobile Search Technologies, Inc. was wholly-owned by Oscar Holdings, LLC, which is beneficially owned by our President, Carl Freer. The primary assets of each company are intellectual property rights relating to next generation mobile search technology. Each of the principals also executed our standard form compatibility and intellectual property assigned agreement.

On April 2, 2010, the Company entered into a short-term convertible promissory note. Under the terms of this promissory note, the Company received $100,000. The note matures on July 2, 2010. At any time prior to the maturity date, the note can be converted at the option of the lender into the Company’s common stock at a price of $0.02 per share. If the lender demands repayment on the maturity date the conversion feature is terminated and the Company is obligated to pay the lender $133,333. The lender was also granted a warrant to acquire 3,000,000 shares of the Company’s common stock at $0.10 per share and the warrant for three years.

F-20

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE .

None

ITEM 9A.(T) CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

WeOur chief ~~maintain~~executive officer and Principal Financial and Accounting Officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934), as of December 31, 2009. Based on such review and evaluation, our chief executive officer and chief financial officer have concluded that, ~~are~~as of ~~designed~~December 31, 2009, our disclosure controls and procedures were not effective to ensure that information required to be disclosed inby ~~our~~us in the reports ~~filed~~that we file or ~~submitted~~submit ~~under~~to the Securities and Exchange Commission pursuant to the reporting obligations of the Exchange Act, including this Annual Report on Form 10-K, is recorded, processed, summarized and reported, within the ~~time~~ time periods specified in the ~~Securities~~rules and ~~Exchange~~forms ~~Commission’s~~of ~~rules~~the ~~and forms~~SEC. Disclosure controls and ~~that~~procedures ~~such~~include, ~~information~~without islimitation, ~~accumulated~~controls and ~~communicated~~procedures designed to ~~our~~ensure ~~management,~~that information required to be disclosed by an issuer in the ~~including~~reports ~~our~~that ~~interim~~it ~~President,~~files ~~who~~or ~~serves~~submits asunder ~~our~~the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive ~~officer~~ and principal financial ~~officer~~officers, asor ~~appropriate~~persons performing similar functions, as appropriate to allow timely decisions regarding required ~~disclosure~~ disclosures.

~~Our~~A ~~CEO~~control ~~reviewed~~system, no matter how well conceived and ~~evaluated~~operated, can provide only reasonable, not absolute, assurance that the ~~effectiveness~~objectives of the ~~design~~control ~~and~~system ~~operation~~are met. The design of ~~our disclosure~~any ~~controls~~system ~~and~~of ~~procedures~~controls ~~(as~~also ~~defined~~is bybased ~~Rule~~in ~~240.13a-15(e)~~part oron ~~15d-15(e))~~certain ofassumptions regarding the ~~Exchange~~likelihood ~~Act~~of ~~Rule~~future ~~13a-15~~events, asand ofthere ~~the~~can ~~end~~be no ofassurance ~~the~~that ~~period~~any ~~covered by~~design ~~this~~will ~~report. Based~~succeed ~~upon~~in ~~this~~achieving ~~evaluation,~~its ~~our~~stated ~~interim~~goals ~~President~~under ~~concluded~~all ~~that,~~potential asfuture ofconditions. Given ~~the~~these ~~end~~and other inherent limitations of ~~such~~control ~~period~~systems, ~~our~~there ~~disclosure~~is ~~controls~~only ~~and procedures~~reasonable ~~were~~assurance ~~effective~~that ~~as of~~our ~~the~~controls ~~end~~will ofsucceed ~~the~~in ~~fiscal~~achieving ~~year~~their ~~covered~~stated bygoals ~~this~~under ~~Form~~all potential future ~~10-K~~conditions.

(b) Management’s Annual Report on Internal Control over Financial Reporting

~~The~~Our ~~Company’s~~ management is responsible for establishing and maintaining adequate ~~internal~~ internal control over financial reporting as defined in ~~Rules~~ Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and ~~for~~principal ~~assessing~~financial officers, and effected by the ~~effectiveness~~board of directors, ~~internal~~management and other personnel, to provide reasonable assurance ~~control~~regarding ~~over~~the reliability of financial reporting. and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“US GAAP”), including those policies and procedures that:

~~Because of~~• ~~its~~pertain ~~inherent~~to ~~limitations~~the maintenance of records that, ~~internal~~in ~~control~~reasonable ~~over~~detail, ~~financial~~accurately ~~reporting~~and ~~may~~fairly ~~not prevent~~reflect orthe ~~detect~~transactions ~~misstatements.~~of Inthe ~~addition~~company, ~~projections~~• ofprovide ~~any~~reasonable ~~evaluation~~assurance ~~of effectiveness~~that oftransactions ~~internal~~are ~~control~~recorded ~~over~~as necessary to permit preparation of financial ~~reporting~~statements toin ~~future~~accordance ~~periods~~with US GAAP, and that receipts and expenditures are ~~subject~~ tobeing made only in accordance with authorizations of management and directors of the ~~risk~~company, ~~that~~and ~~controls~~• ~~may~~provide ~~become~~reasonable ~~inadequate~~assurance ~~because~~regarding prevention or timely detection of ~~changes~~unauthorized ~~in conditions~~acquisition, use or ~~that~~disposition of the ~~degree~~company’s ofassets ~~compliance~~that ~~with~~could ~~the~~have ~~policies~~a ormaterial ~~procedures~~effect ~~may deteriorate~~on the financial statements.

~~Management~~Because ~~has assessed the effectiveness~~ of ~~the~~its ~~Company’s~~inherent ~~internal control over financial reporting as of December 31~~limitations, ~~2008. In making its assessment of~~ internal control over financial reporting, ~~management~~may ~~used the criteria~~not ~~established~~prevent inor ~~Internal~~detect ~~Control — Integrated Framework~~misstatements. Also, ~~issued~~projections ~~by the Committee~~ of ~~Sponsoring~~any ~~Organizations of the Treadway Commission. This assessment included an~~ evaluation of ~~the~~effectiveness ~~design~~to ~~of the~~future ~~Company’s~~periods ~~internal~~are ~~control~~subject ~~over~~to ~~financial reporting and testing of~~ the ~~operational~~ ~~effectiveness~~risk ofthat ~~those~~ controls~~. Based~~ onmay become ~~the~~inadequate ~~results~~because of ~~this~~ ~~assessment,~~changes ~~management~~in ~~has~~conditions, ~~concluded~~or that the ~~Company’s~~degree ~~internal control~~of ~~over~~compliance ~~financial~~with ~~reporting~~policies ~~was~~and ~~effective~~procedures asmay ~~of December 31, 2008~~deteriorate.

~~This~~Under the ~~Annual~~supervision ~~Report~~and onwith ~~Form~~the ~~10-K~~participation ~~does~~of ~~not~~our ~~include~~management, anwe ~~attestation~~have ~~report~~assessed of the ~~Company’s~~effectiveness ~~registered~~of ~~public~~our ~~accounting firm regarding~~ internal control over financial reporting as of December 31, 2009. ~~Management’s~~In ~~report~~making ~~was~~this ~~not~~assessment, ~~subject~~our tomanagement used the criteria ~~attestation~~described in Internal Control – Integrated Framework issued by the ~~Company’s~~Committee ~~registered~~of ~~public~~Sponsoring Organizations ~~accounting~~of ~~firm~~the ~~pursuant~~Treadway Commission. Due to the inherent issue ~~temporary~~of ~~rules~~segregation of ~~the~~duties ~~SEC~~in ~~that~~a ~~permit~~small ~~the~~company, ~~Company~~we tohave ~~provide~~relied ~~only~~heavily on entity or management’s review controls to lessen the issue of segregation of ~~report~~duties. Based inon this ~~Annual~~assessment ~~Report~~and onthose ~~Form~~criteria, ~~10-K~~our management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2009.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our management identified the following material weaknesses as of December 31, 2009:

Due to the small size of the operations, we have limited personnel and therefore segregation of duties is limited. As our operations expand, additional personnel will be employed and respective controls and procedures will be enhanced accordingly. We have not formally documented our entity level controls for policies and procedures in place. We lack proper documentation of the performance of key controls and appropriate document retention procedures. Our current staffing levels were not sufficient to support the complexity of our financial reporting requirements, we lacked the expertise we needed to apply complex accounting principles relating to our equity transactions and lacked the structure we need to ensure the timely and accurate filing of employee income tax withholding and our corporate tax returns. Our record retention policies need to be enhanced as supporting records were not always easily accessible. We have limited staff and therefore lack proper segregation of duties in part due to the small size of the Company and the constraints of funds to hire additional staff to provide assistance with the preparation of the year end financial statements management has hired outside consultants with the necessary expertise to ensure the accuracy of the year end financial records as they are being reported.

There ~~were~~ was no ~~changes~~change in ~~the~~our ~~Company’s~~ internal control over financial reporting ~~that~~identified in ~~occurred~~connection ~~during~~with the ~~fourth~~evaluation ~~quarter~~required by paragraph (d) of Rule 13a-15 or 15d-15 under the ~~year~~Securities ~~ended~~Exchange ~~December~~Act ~~31,~~of ~~2008~~1934 that ~~have~~occurred during our most recent fiscal quarter that has materially affected, or ~~that~~is ~~are~~ reasonably likely to materially affect, ~~the~~our internal control over financial reporting. This Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities Exchange Commission that permit the Company to provide only management’s report in this Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

1617

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

~~Our~~ ~~directors~~ Our directors will serve until successor(s) are elected and qualified. Our ~~officer~~chief executive officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. ~~The~~ In November 2009, the board of directors ~~has~~established no, ~~nominating~~Audit, Compensation, ~~auditing~~Nominating orand ~~compensation~~Governance, Strategic Planning, and Special ~~committees~~Committees.

Background of officers and directors

The name, address, age and position of our present ~~officer~~officers and ~~director~~directors isare set ~~forth~~ forth below:

Name	Title	Age
Bernard Stolar	Chief Executive Officer since April 2009	60
Michael J. Solomon	Chairman of the Board since July 2009 and CEO since April 2, 2010	71
Eric Stoppenhagen	Interim CFO and Secretary since April 2009	35
Carl Freer	President and Director since November 2009	39
Leatham Stearn	Chairman of the Board since January 2009	60
Leathem Stearn	Director since January 2009	61
Richard Jenkins	Director since August 2008	46
Chuck Timpe	Director and Audit Committee Chairman since November 2009	63
Mark LaPresle	Director since January 2009	58
Alan J. Bailey	Director since November 2009	62
Michael O’Connor	Director since July 2009	43

Biographical Information

~~Bernard~~Michael ~~Stolar~~Jay Solomon

~~Chief~~CEO ~~Executive~~and ~~Officer~~Chairman ~~and~~of ~~President~~the Board of Directors

~~Mr.~~Michael ~~Stolar~~Jay ~~served~~Solomon, as71, ~~Google’s~~was ~~Games~~appointed ~~Industry~~to ~~Evangelist~~our ~~since~~board ~~February~~ of ~~2007.~~directors ~~His~~on ~~principle~~May ~~focus~~18, ~~was~~2009, toand ~~ramp~~has ~~up Google’s~~served ~~in-game~~as ~~advertising.~~chairman since July. Mr. ~~Stolar~~Solomon ~~worked~~served as anPresident ~~independent~~of ~~consultant~~Warner ~~for~~Bros. International ~~such~~Television ~~companies~~(NYSE: ~~Golden~~TWX) ~~Gate Capital, Francisco Partners and Intel~~ from ~~2002~~1989 ~~until December~~to ~~of 2006~~1994. ~~Previously~~Since that time, he ~~spent~~has helmed 2television ~~years~~communications atcompany ~~Mattel~~Solomon ~~Interactive~~Entertainment Enterprises, ~~overseeing~~distributing ~~all~~independent ofcontent ~~Mattel's~~to ~~software,~~the ~~online~~international ~~and~~market. Mr. Solomon ~~computer~~co-~~enhanced~~founded ~~toys, including~~television ~~all~~syndication ~~product~~company ~~and~~Telepictures ~~business~~Corporation (Nasdaq) ~~development,~~in ~~marketing~~1978, ~~sales~~ and ~~operations. He~~served ~~joined Mattel in November of 1999 after serving~~ as president ~~and chief operating officer~~ of ~~Sega~~Lorimar ofTelepictures ~~America~~Corp. ~~and~~until 1989. He ~~Sega~~also ~~Entertainment,~~served ~~where~~eight heyears ~~was responsible~~with ~~for~~United ~~Sega's~~Artists ~~console~~ and PC ~~gaming businesses in North~~fourteen ~~America. Before~~years ~~joining~~with ~~Sega,~~ MCA/Universal. Mr. ~~Stolar~~Solomon was ~~at Sony~~a ~~Computer Entertainment of~~founder ~~America during its initial launch~~ of the ~~Sony~~ ~~(SNE)~~American ~~PlayStation.~~Film HeMarket ~~was~~Association ~~responsible for planning~~ and ~~developing~~The ~~strategic~~Sam ~~direction for~~Spiegel ~~the~~Film ~~company's~~& ~~third-party~~Television ~~software~~School, ~~development efforts that played a key~~and ~~role~~has inserved on the ~~global~~Board ~~success~~ of ~~the PlayStation console. Mr. Stolar's~~Overseers ~~experience~~of inNew ~~the video~~York ~~game~~University’s ~~business spans~~Stern ~~more~~School ~~than 20 years, including serving as president~~ of ~~the Lynx Division~~ Business for ~~Atari Corporation~~ ~~and~~twenty ~~founding Pacific Novelty Manufacturing, which at that time was one of the largest video arcade manufacturers in the US.~~year

~~Eric~~Carl ~~Stoppenhagen~~Freer

~~Interim~~President ~~CFO~~ and ~~Secretary~~Director

~~Eric Stoppenhagen,~~Carl ~~through his consulting company~~Freer, ~~Venor~~39, ~~Inc.,~~was ~~focuses~~appointed onas ~~financial~~our ~~management~~president ofand ~~small~~as toa ~~medium~~member ~~businesses~~of ~~desiring~~our toboard goof ~~public~~directors oreffective ~~that~~November ~~are~~2, ~~public~~2009. Mr. HeFreer ~~provides~~has ~~temporary~~more ~~CFO~~than ~~services~~15 ~~helping~~years ~~with~~experience ~~transaction~~as ~~advisory, security~~a ~~filings,~~marketing and ~~corporate governance requirements. Mr. Stoppenhagen has~~ ~~more~~technology ~~than~~entrepreneur, 10successfully ~~years~~raising ofover ~~financial~~$350 ~~experience,~~million ~~having served~~ in ~~an executive~~investment ~~capacity~~capital, ~~for~~and ~~several~~amassing ~~public~~$2.5 ~~and~~billion ~~private~~in ~~companies;~~market ~~including~~capitalization for ~~President of~~his ~~Trestle~~companies. Prior ~~Holdings,~~to ~~Inc.,~~co-founding ~~CFO~~GetFugu ofin ~~AuraSource,~~April ~~Inc.~~2009, ~~President~~he ofserved ~~Landbank Group,~~as ~~Inc.,~~SVP ~~and~~Business ~~CFO~~Development of ~~Jardinier~~Media ~~Corporation~~Power Inc. in 2008. Mr. ~~Stoppenhagen is a Certified Public~~Freer ~~Accountant.~~founded Hemobile ~~holds~~gaming aplatform ~~Juris~~Gizmondo ~~Doctorate~~in 2002, and ~~Masters~~was chairman of ~~Business~~the ~~Administration~~board ~~both~~of ~~from~~directors ~~George~~at ~~Washington~~its ~~University.~~parent ~~Additionally~~company, heTiger ~~holds~~Telematics aInc. ~~Bachelor~~until ofOctober ~~Science~~2005. He inhas ~~Finance~~been ~~and~~recognized as a ~~Bachelor~~pioneer ~~of Science~~ in ~~Accounting~~mobile ~~both~~technology ~~from~~and ~~Indiana University~~innovative approaches to advertising.

Leathem Stearn

Director

Mr. Leathem Stearn, 61, has been the Managing Partner of Stearn Enterprises LLC since 1995. During his career Mr. Stearn has developed business plans, strategic models and operational plans covering all aspects of product development, production, administration, organization and finance. Among the companies Mr. Stearn founded were Stearn Sailing Systems ("SSS") and Scunci International Ltd. At SSS, he invented the first roller-furling jib and 2-groove head stays. He also developed the first hydraulic system for offshore racing boats and first offshore bending mast system for racing boats. Sold the company with 70% of world racing market for racing masts and rigging. At Scunci Int Ltd., he incepted, designed and launched, to date, the most successful fashion accessory ever sold, the Scunci hairpiece. Stearn Enterprises, his current company, provides consulting services to startup companies. Mr Stearn has been awarded three patents in a variety of industries. Mr Stearn holds masters degrees in Naval Architecture, Marine Engineering and Aeronautical Engineering. His sailboat racing career includes a number of world championships, inclusive of being a member of the US Olympic sailing tea and skippering an America’s Cup contender.

17Chuck Timpe

~~Mr. Stearn is not a director with any other reporting company(s) in the United States. There are no family relationships between Mr. Stearn and the directors~~Director, ~~executive~~Audit ~~officers, or~~Committee persons nominated or chosen by the Company to become directors or executive officers. During the last two years, there have been no transactions, or proposed transactions, to which the Company was or is to be a party, in which Mr. Stearn (or any member of her immediate family) had or is to have a direct or indirect material interest.Chairman

~~Mr.~~ Chuck Timpe, ~~Stearn~~63, ~~has~~joined ~~not,~~our ~~during~~board ~~the~~effective ~~last five~~November ~~years~~2, ~~been~~2009. Mr. ~~convicted~~Timpe in is a ~~criminal~~senior ~~proceeding~~financial ~~(excluding~~executive ~~traffic violations~~with orextensive ~~similar~~experience ~~misdemeanors).~~in ~~Mr.~~public ~~Stearn~~company finance, ~~has~~compliance ~~not,~~and ~~during~~technical ~~the~~accounting ~~last~~issues. He ~~five years,~~has ~~been~~served as a ~~party~~director toand achairman ~~civil~~of ~~proceeding~~the ofaudit acommittee ~~judicial~~since or1998 ~~administrative~~for ~~body~~IPC The ofHospitalist ~~competent~~Company, ~~jurisdiction~~Inc. ~~and~~(NasdaqGM: IPCM), and as a ~~result~~director of ~~such~~Internet ~~proceeding~~social network CrowdGather, ~~was~~Inc. or(CRWG.OB) issince ~~subject to~~May a2009. From ~~judgment~~2003 to November 2008, ~~decree~~Mr. Timpe orserved ~~final~~as ~~order~~the ~~enjoining~~chief ~~future~~financial ~~violations~~officer of, orHythiam, ~~prohibiting~~Inc. or(NasdaqGM: ~~mandating~~HYTM). ~~activities~~He ~~subject~~was ~~to,~~chief ~~federal~~financial orofficer ~~state~~from ~~securities laws,~~its orinception ~~finding~~in ~~any~~1998 to ~~violation~~2003 ~~with~~of ~~respect~~Protocare, ~~to such laws~~Inc. Mr. ~~Stearn~~Timpe ~~has~~was ~~not, during~~a ~~the~~principal ~~last~~in ~~five~~two consulting ~~years~~firms he co-founded, ~~been~~chief afinancial ~~party~~officer of ~~any~~National ~~bankruptcy~~Pain Institute, ~~petition~~treasurer ~~filed~~and bycorporate orcontroller for American Medical ~~against~~International, ~~any~~Inc., ~~business~~now ofTenet ~~which~~Healthcare heCorp. ~~was~~(NYSE: aTHC). He specialized ~~general~~in ~~partner~~public orcompany ~~executive~~audits ~~officer~~at Arthur Andersen, ~~either~~LLP. Mr. Timpe atreceived ~~the~~a ~~time~~B.S. from University of ~~the~~Missouri, School ~~bankruptcy~~of orBusiness ~~within~~and ~~two~~Public ~~years~~Administration, ~~prior~~and tois ~~that~~a certified public ~~time~~accountant (inactive).

~~Richard~~Alan ~~Jenkins~~J. Bailey

Director

~~Richard~~Alan ~~Jenkins~~J. ~~was the Chief Executive Officer~~Bailey, ~~President~~62, ~~Chief~~joined ~~Financial~~our ~~Officer~~board effective November 2, ~~and~~2009. Mr. ~~Secretary~~Bailey ~~and~~is ~~Chairman~~a veteran of the ~~Board~~entertainment ofindustry ~~the~~with ~~Company~~35 ~~from~~years ~~August~~of ~~29,~~senior ~~2008~~level tocorporate ~~January 30~~finance, ~~2009. During~~audit ~~this~~and ~~same~~compliance ~~period~~experience. He ~~he also~~ served as ~~CEO~~Senior ofVice ~~Media~~President ~~Power~~and Treasurer ~~Inc.’s~~at ~~(“Media~~Paramount ~~Power”)~~ Pictures from ~~August~~1975 ~~2008~~through toMarch ~~the present~~2009. Mr. Bailey ~~Jenkins~~ is an ~~experienced developer~~operating ofpartner ~~software~~in ~~and~~Transworld ~~networks. From~~Capital ~~Jan~~Group ~~2007~~which tospecializes ~~August~~in structuring ~~2008,~~complex financial transactions. Mr. Bailey is also Vice ~~Jenkins~~President ~~served~~of asthe ~~Media~~Shanghai ~~Power’s~~Film ~~Chief~~Art ~~Operating~~Academy ~~Officer. Prior~~, toa motion picture and television ~~serving~~college based asin ~~COO~~Shanghai ~~(from~~with ~~January~~more ~~2006~~than to3,000 ~~January~~active ~~2007)~~film students. In April 2009, Mrhe ~~Jenkins~~formed ~~provided technical~~new ~~development~~media ~~for~~company Dynamic Media International ~~Power~~Inc. ~~From~~where ~~June~~he ~~2003~~serves toas ~~January~~chief ~~2006,~~operating officer and chief financial officer. Mr. ~~Jenkins~~ ~~led~~Bailey ~~the~~previously ~~development~~served ~~efforts~~as ~~for~~Vice aPresident ~~wide~~in charge ~~variety~~ of ~~web~~offshore ~~and~~financial ~~network development~~operations ~~projects~~at ~~including~~Gulf ~~serving~~+ asWestern ~~the~~Industries, ~~Chief~~and ~~Executive~~served in ~~Officer~~public ~~of Cybertown.Net,~~accounting ~~Independent~~with ~~developer~~an ~~for~~affiliate ~~Microsoft,~~of ~~Sprint~~Ernst ~~and~~& ~~HRL~~Young ~~(Dept~~and ofwith Grant ~~Defense~~Thornton ~~contractor). Mr.~~as ~~Jenkins~~a ~~majored~~senior inaudit ~~Political~~supervisor. He ~~Science~~is ~~and Business~~a atFellow ~~Northwestern~~of ~~University~~the inEnglish Institute ~~Evanston~~of ~~Illinois~~Chartered Accountants.

~~Mr.~~Michael ~~Jenkins is not a director with any other reporting company(s) in the United States~~J. There are no family relationships between Mr. Jenkins and the directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers. During the last two years, there have been no transactions, or proposed transactions, to which the Company was or is to be a party, in which Mr. Jenkins (or any member of her immediate family) had or is to have a direct or indirect material interest.O’Connor

Mr. Jenkins has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Jenkins has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Mr. Jenkins has not, during the last five years, been a party of any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Mark LaPresle

Director

~~Since~~Michael ~~1990~~J. O’Connor, ~~Mark~~43, ~~Lapresle~~joined our board effective July 26, 2009. Mr. O'Connor has ~~worked~~served as Vice-Chairman of telecommunications provider Globalive Communications Corporation since August 2008. He has twenty years experience in finance, ~~the~~mergers ~~entertainment~~and ~~industry~~acquisitions in telecommunications, as awell ~~construction~~as ~~coordinator~~designing ~~with~~and implementing Isophisticated financial planning tools in support of major capital raises.A Mr.T O’Connor served as one of six founding members of the Executive Committee of Orascom Telecom from November 1999 to July 2008, whose parent company Weather Investments boasts more than 110 million subscribers.S He founded the Center for Economic and Financial Analysis at Science Applications International Corporation, one of the largest consultancy companies in the country.E He began his career at the Economic Council of Canada/School of Policy Studies Queens University. He ~~Local~~holds a Masters Degree in Economics from Carleton 44University.

His chief responsibilities are to oversee the construction of movie sets for the production of films

Mr. Lapresle is not a director with any other reporting company(s) in the United States. There are no family relationships between Mr. Lapresle and the directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers. During the last two years, there have been no transactions, or proposed transactions, to which the Company was or is to be a party, in which Mr. Lapresle (or any member of her immediate family) had or is to have a direct or indirect material interest.

. Mr. Lapresle has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Lapresle has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Mr. Lapresle has not, during the last five years, been a party of any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Audit Committee and Charter

We Our doAudit ~~not~~Committee ~~currently~~consists ~~have~~of aChuck ~~separately-designated~~Timpe ~~audit~~(Chair), ~~committee~~Alan ofBailey ~~the~~and ~~board~~Michael O’Connor. Our ~~The audit committee functions are performed by our~~ board of directors. ~~None~~has ofdetermined ~~our directors~~that ~~are~~all ~~deemed~~three are independent. ~~Our~~directors ~~audit~~under ~~committee~~the isindependence ~~responsible~~standards ~~for: (1) selection and oversight~~ of ~~our~~the ~~independent~~American ~~accountant; (2) engaging outside~~Stock ~~advisors; and~~Exchange, ~~(3)~~as ~~funding~~well ~~for~~as ~~the~~audit ~~outside~~committee ~~auditory~~financial ~~and~~experts ~~any~~as ~~outside~~defined ~~advisors~~in Item ~~engagement~~407(d)(5) byof ~~the~~Regulation ~~audit committee~~S-B.

~~Audit~~The Committee ~~Financial~~shall ~~Expert~~consist of no fewer than three members, as determined annually by the board of directors. The members of the Committee shall meet the independence and expertise requirements of the American Stock Exchange, Nasdaq National Market, or any other exchange on which the Company’s securities are traded, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Committee members shall not serve simultaneously on the audit committees of more than two other public companies without the approval of the full board of directors.

WeThe basic doresponsibility ~~not~~of ~~have~~the anmembers ~~audit~~of ~~committee~~the ~~financial~~Committee ~~expert.~~is Weto doexercise ~~not~~their ~~have~~business judgment anto ~~audit committee~~act ~~financial~~in ~~expert~~what ~~because~~they wereasonably believe ~~the~~to ~~cost~~be ~~related~~in tothe ~~retaining~~best ainterests of ~~financial~~the ~~expert~~Company atand ~~this~~its ~~time~~shareholders. In isdischarging ~~prohibitive.~~that ~~Further~~obligation, members ~~because~~should webe ~~have~~entitled ~~limited operations,~~to atrely on the ~~present~~honesty ~~time,~~and weintegrity ~~believe~~of the ~~services~~Company’s senior ofexecutives aand ~~financial~~its ~~expert~~outside auditors, attorneys and advisors, to the ~~are~~fullest ~~not~~extent ~~warranted~~permitted by applicable law.

The Committee shall be directly responsible for the appointment (subject, if applicable, to shareholder ratification), compensation and oversight of the work of the Auditors, including without limitation retention, terms of engagement, evaluation and termination of the Auditors. The Committee shall also be responsible for the resolution of any disagreements between management and the Auditors, including without limitation disputes regarding accounting, internal control and auditing matters. The Auditors shall report directly to the Committee.

Compensation Committee

Our Compensation Committee consists of Leathem Stearn. Our board of directors has determined that Mr. Stearn is an independent director under independence standards of the American Stock Exchange.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of Alan Bailey. As noted above, our board of directors has determined that Mr. Bailey is an independent director under independence standards of the American Stock Exchange.

Strategic Planning Committee

Our Strategic Planning Committee consists of Michael O’Connor (Chair) and Leathem Stearn. As noted above, our board has determined that both are independent directors under independence standards of the American Stock Exchange.

Special Committee

Our Special Committee consists of Leathem Stearn (Chair) and Michael Solomon. Our board of directors has determined that Mr. Stearn is an independent director under the independence standards of the American Stock Exchange. Mr. Solomon also serves as chairman of our board of directors.

Code of Ethics

WeThe ~~have~~purpose ~~not~~of ~~adopted~~the aCompany’s ~~corporate~~Code ~~code~~ of ~~ethics.~~Ethics (the “Code”) is to codify the standards that the Company believes are reasonably designed to deter wrong-doing and to promote adherence to the following principles:

•

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the United States Securities and Exchange Commission;

•

Compliance with applicable governmental laws, rules, regulations and agreements;

•

The prompt internal reporting of violations of this Code; and

•

Accountability for adherence to this Code.

Section 16(a) of the Securities Exchange Act of 1934

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 during our most recent fiscal year and Forms 5 and amendments thereto furnished to us with respect to our most recent fiscal year, all officers, directors and owners of 10% or more of our outstanding shares have filed all Forms 3, 4 and 5 required by Section 16(a) of the Securities Exchange Act of 1934, as amended~~, except for the reports due from the following individuals: Bernard Stolar, Richard Jenkins, Leathem Stearn, Mark LaPresle, Carl Freer, and MARA Group Ltd~~. ~~(10% holder).~~

Conflicts of Interest

There are no conflicts of interest. Further, we have not established any policies to deal with possible future conflicts of interest.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by us to our officers and directors during the three most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

											NonEquity		Nonqualified Deferred		All
Name	Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		Incentive Plan Compensation		Compensation Earnings		Other Compensation		Total
Mike Lizarraga (1)	Former President	2008	$	3,500		0		0		0		0		0		0	$	3,500
Bernard Stolar	Former CEO and CFO	2009	$	157,647	$	0		10,000,000		0	$	0	$	0	$	0	$
	CEO, CFO	2007	$	3,000		0		0		0		0		0		0	$	3,000
Carl Freer	President and Director	2009		75,500		0				0		0		0		0
Richard Jenkins (2)	Former President,	2008	$	0		0		0		0		0		0		0		0
Michael J. Solomon	Chairman of the Board and CEO	2009		0		0		3,000,000		0		0		0		42,500		42,500
	CEO, CFO, Secty.	2007	$	0		0		0		0		0		0		0		0
Leatham Stearn	Director	2009		0		0		0		2,000,000		0		0
Jason Irwin (3)	Former President,	2008	$	0		0		0		0		0		0		0		0
Chuck Timpe	Director	2009		0		0		0		2,000,000		0		0		20,000		20,000
	CEO, CFO, Secty.	2007	$	0		0		0		0		0		0		0		0
Don Kurz	Former Director	2009		0		0		0		2,000,000		0		0		20,000		20,000
Allan Bailey	Director	2009		0		0		0		2,000,000		0		0		20,000		20,000
Mike O,Connor	Director	2009		0		0		0		2,000,000		0		0		30,000		30,000
	Former President	2008		3,500		0		0		0		0				0		3,500
Mike Lizarranga	CEO, CFO, Secy	2007		3,500		0		0		0		0		0		0		3,500
	CEO, CFO	2007		3,000		0		0		0		0		0		0		3,000
Richard Jenkins (4)	Former President,	2008		0		0		0		0		0		0		0		0
	CEO, CFO , Secty.	2007		0		0		0		0		0		0		0		0
Jason Irwin (5)	Former President,	2008		0		0		0		0		0		0		0		0
	CEO, CFO, Secty.	2007		0		0		0		0		0		0		0		0

(1) Mr. ~~Lizarraga~~Stolar ~~resigned~~became asthe ~~President,~~ CEO and CFO ofon ~~the~~April ~~Company~~4, 2009. He resigned on ~~August~~April 292, ~~2008~~2010.

(2) Mr. ~~Jenkins~~Freer ~~served~~became asthe President, ~~CEO~~and a Director on November 2, ~~CFO~~2009. ~~and~~In ~~Secretary~~addition ofto the ~~Company~~salary ~~from~~amount ~~August~~noted 29above, ~~2008~~Mr. ~~through~~Freer ~~January~~received 30$37,824 ~~2009~~as consulting fees prior to the point he became an employee.

(3) Dr Mr. ~~Irwin~~ Solomon became ~~President,~~a ~~CEO,~~Director ~~CFO and Secretary of the Company~~ on ~~January~~May 3018, 2009~~. Effective~~, asChairman ofon ~~April~~July 226, 2009, ~~Jason Irwin resigned as a member of the Board of Directors~~ and asCEO ~~President,~~on ~~Chief~~April ~~Executive Officer~~2, ~~Chief Financial Officer and Secretary~~2010.

~~Our~~(4) ~~directors~~Mr. doStearn ~~not~~became ~~receive any compensation for serving as~~ a ~~member~~Director ofin ~~the~~May, ~~board of directors~~2009.

(5)	Mr. O”Connor became a Director of July 22, 2009.

(6)	Mr. Timpe; Mr. Kurz: and Mr. Bailey became Directors on November 2, 2009. Mr. Kruz resigned on April 2, 2010.

(7)	Mr. Lizarraga resigned as President, CEO and CFO of the Company on August 29, 2008.

(8)	Mr. Jenkins served as President, CEO, CFO and Secretary of the Company from August 29, 2008 through January 30, 2009.

(9)	Dr. Irwin became President, CEO, CFO and Secretary of the Company on January 30, 2009. Effective as of April 2, 2009 Jason Irwin resigned as a member of the Board of Directors and as President, Chief Executive Officer, Chief Financial Officer and Secretary.

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

1920

Long-Term Incentive Plan Awards

We not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Employment Agreements

On April 4, 2009, we entered into an executive employment agreement with Bernard Stolar to serve as President and Chief Executive Officer. The employment contract is at will. Under the agreement, Mr. Stolar ~~will~~is to be paid an annual rate of $250,000 for the first year, $325,000 for the second year, and a 5% increase every year there after. Additionally, Mr. Stolar ~~shall be~~ is entitled to an annual bonus equal to 2% of our net profits before income taxes. Under this agreement, Mr. Stolar was granted 10 million shares of our Common Stock (subject to a repurchase option by the Company). Mr. Stolar resigned on April 2, 2010. There was no severance provisions associated with his resignation.

On April 5, 2009, we entered into a Consulting, Confidentiality and Proprietary Rights Agreement (the “CCP Agreement”) with Venor, Inc. (an entity wholly owned by Mr. Stoppenhagen, our then Interim Chief Financial Officer and Secretary). Effective April 8, 2009, Mr. Stoppenhagen ~~shall perform~~ performed duties normally assigned to a chief financial officer of a reporting ~~entity through December 31,~~ ~~2009~~entity. ~~Pursuant to the CCP Agreement~~ Mr. Stoppenhagen ~~shall receive~~resigned ~~100,000~~on May ~~shares of common stock~~4, ~~upon receiving a funding in excess of $20,000,000 or more, Mr.~~ ~~Stoppenhagen shall be paid at a rate of $6,000 per month, plus for additional services outside the scope of the CCP Agreement, Mr~~2009. ~~Stoppenhagen shall bill at a rate of $250 per hour unless otherwise agreed in writing.~~

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 915, ~~2009~~2010, the date of this annual report, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership			Percentage of Common Stock (2)
Bernard Stolar (8)		10,000,000			7.0	%
Carl Freer		106,165,474	(3)		22.0	%
Richard Jenkins(3)		5,000,000			3.5	%
Leathem Stearn		5,750,000	(4)		1.2	%
Leatham Stern (5)		5,750,000			4.0	%
Michael J. Solomon		3,000,000	(5)		0.6	%
Mark Lapresle (6)		3,000,000			2.1	%
Steve Carroll		100,000,000			20.7	%
Ivan Kozhuharov (7)		3,000,000			2.1	%
All officers and Directors as a group (_6_persons)		114,915,474			23.8	%
Eric Stoppenhagen (9)		100,000			-
Carl Freer		50,995,032			35.7	%
All officers and Directors as a group (5 persons)		26,850,000			18.8	%

(1)

Unless otherwise indicated in the footnotes to the table, each shareholder shown on the table has sole voting and investment power with respect to the shares beneficially owned by him or it. Percentages of less than one percent have been omitted from the table.

(2) Calculated on the basis of ~~142~~482,~~839~~927,~~988~~956 shares of Common Stock outstanding.

(3) Mr. ~~Jenkins~~Freer’s iscreated a ~~member~~Limited ofLiability ~~our~~Corporation ~~Board~~(“Freer ofLLC”) ~~Directors~~which holds 106,165,474 ~~and~~shares ~~our~~of ~~former~~Company ~~President~~common stock, ~~Chief~~representing ~~Executive~~approximately ~~Officer,~~22% ~~Chief~~of ~~Financial~~the ~~Officer~~shares outstanding at April 15, ~~and~~2010. ~~Secretary~~Management of Freer LLC is with three individuals one of which is Mr. Freer’s daughter.

(4) DrMr. ~~Irwin~~Stearn ~~became~~was ~~President,~~the ~~Chief~~Chairman ~~Executive~~of ~~Officer~~the Board of Directors of the Company from January 2009 until July 26, ~~Chief~~2009. ~~Financial~~Since ~~Officer~~then, ~~Secretary~~Mr. ~~and~~Stearn has been a ~~member~~director. ofIn ~~the~~addition ~~Company’s~~to ~~Board~~the ofshares ~~directors~~noted onin ~~January~~the 30table above, ~~2009~~Mr. HeStearn ~~resigned~~was ~~April~~granted 2,000,000 ~~2007~~non-qualified stock options which vest ratably over 3 years.

(5) Mr. ~~Stern~~Solomon ~~became~~has been the Chairman of the Board ofsince ~~Directors~~July of26, ~~the~~2009 ~~Company~~and became CEO on ~~January~~April 302, ~~2009~~2010. In addition to the shares noted in the table above, as of April 15, 2010, Mr. Solomon was granted 13,000,000 non-qualified stock options all of which have vested.

(6) Mr. Lapresle became a member of the Board of Directors of the Company on January 30, 2009.

(7) Mr. Kozhuharov became Chief Technology Officer of the Company on January 30, 2009.

(8) Mr. Stolar became President and Chief Executive Officer of the Company on April 4, 2009.

(9) Mr. Stoppenhagen became Interim Chief Financial Officer and Secretary of the Company on April 9, 2009.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

2021

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Moore & Associates, Chartered

On March 5, 2009, the Company dismissed Moore & Associates, Chartered (“Moore & Associates”) as its principal independent accountant. Moore & Associates report on the Company’s financial statements for the year ended December 31, 2007 did not contain an adverse opinion or disclaimer of opinion. The Board of Directors approved the decision to dismiss Moore & Associates as the Company’s principal independent accountant. During the Company’s recent fiscal year and through the date of Moore & Associates dismissal, there were no disagreements with Moore & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Moore & Associates, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

On March 6, 2009, the Company retained MSPC Certified Public Accountants and Advisors, a Professional Corporation (“MSPC”) to serve as the Company’s principal ~~independent~~ independent accountant.

On August 14, 2009, the Board of Directors voted to dismiss MSPC, which had previously served as the Company’s independent accountants, and engaged Marcum LLP (“Marcum”) as the Company’s new independent accountants. The Board of Directors recommended that the Company change audit firms and made the decision to engage Marcum. The reports of MSPC on the financial statements of the Company for the past fiscal year ended 2008 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

(1) Audit Fees

The aggregate fees billed for each of the last ~~two~~three fiscal years for professional services rendered by the ~~principal~~independent ~~accountant~~registered public accountants for ~~our~~the annual audit of ~~annual~~our financial statements and review of our financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2009	$	205,941
2008	$	7,500
2007	$	7,100

(2) Audit-Related Fees

The aggregate fees billed in each of the last ~~two~~three fiscal years for assurance and related services by the ~~principal~~independent registered public accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2009	$	-
2008	$	-
2007	$	-

(3) Tax Fees

The aggregate fees billed in each of the last ~~two~~three fiscal years for professional services rendered by the ~~principal~~independent ~~accountant~~registered public accountants for tax compliance, tax advice, and tax planning was:

2009	$	-
2008	$	-
2007	$	-

(4) All Other Fees

The aggregate fees billed in each of the last ~~tow~~three fiscal yeas for the products and services provided by the ~~principal~~independent ~~accountant~~registered public accountants, other than the services reported in paragraphs (1), (2), and (3) was:

2009	$
2008	$	-
2007	$	-

(5) Our Board of Director’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the Board of Directors pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the ~~principal~~independent ~~accountant’s~~registered public accountants’ engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the ~~principal~~independent registered ~~accountant~~public accountants’s full time, permanent employees was 0%.

2122

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES .

(a) The following documents are filed as a part of this Report:

1. Financial Statements. The following financial statements of GetFugu, Inc. are included in Item 8:

~~Report of~~Reports of Independent Registered Public Accounting ~~Firm~~Firms.

~~Balance~~Consolidated Balance Sheets as of December 31, ~~2008~~2009 and ~~2007~~2008.

~~Statements~~Consolidated Statements of Operations for the year ended December 31, 2009, 2008 and Inception ~~2007~~from March 14, 2009 to December 31, 2009.

~~Statements~~Consolidated Statements of Stockholders’ ~~Deficit~~Equity / (Deficiency) for the years ended December 31, 2009, 2008, and Inception from March 14, 2009 to December 31, ~~2007~~2009.

~~Statements~~Consolidated Statements of Cash Flows for the years ended December 31, ~~2008~~2009 and ~~2007~~ 2008.

Notes to Consolidated Financial Statements.

2. Financial Statement Schedule(s):

All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

3. Exhibits

Exhibit		Document Description
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
3.3		Certificate of Amendment to Articles of Incorporation filed 1/23/2009. (2)
3.4		Certificate of Amendment to Articles of Incorporation filed March 5, 2009. (3)
3.5		Certificate of Amendment to Articles of Incorporation filed March 5, 2009.(3)
10.1		Executive Employment Agreement between GetFugu, Inc. and Bernard Stolar dated April 4, 2009. (4)
10.2		Consulting, Confidentiality and Proprietary Rights Agreement between GetFugu, Inc. and Venor, Inc. dated April 4, 2009. (4)
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief Financial Officer).

(1) Included in our SB-2 filing under Commission File Number 333-143845.

	(1)	Included in our SB-2 filing under Commission File Number 333-143845.
	(2)	Included as Appendix A in the definitive Information Statement filed on 12/3/2008.
	(3)	Included as an Exhibit in the Form 8-K filed on 3/25/2009
	(4)	Included as an Exhibit in the Form 8-K filed on 4/13/2009.

~~(2) Included as Appendix A in the definitive Information Statement filed on 12/3/2008.~~23

(3) Included as an Exhibit in the Form 8-K filed on 3/25/2009

(4) Included as an Exhibit in the Form 8-K filed on 4/13/2009.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this ~~14th~~15 th day of April , ~~2009.~~2010

GetFugu, Inc.
Date: April 14, 2009	By:	/s/ BERNARD STOLAR
Date: April 15, 2010	By:	/s/ MICHAEL J. SOLOMON
		Name: Bernard Stolar
		Name: MICHAEL J. SOLOMON
		Title: President and Chief Executive Officer
		Title:Chief Executive Officer
		(Principal Executive Officer, Principal Financial and Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officer of Getfugu, Inc. do hereby constitute and appoint ~~Bernard~~Michael ~~Stolar~~J. Solomon with full power of substitution and resubstitution, as their true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officer and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto, and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ BERNARD STOLAR	President and Chief Executive Officer	April 14, 2009
/s/ MICHAEL J. SOLOMON	Chief Executive Officer and Principal	April 15, 2010
Bernard Stolar	(Principal Executive Officer)
Michael J. Solomon	Financial and Accounting Officer (Principal Executive Officer)
/s/ ERIC STOPPENHAGEN	Interim Chief Financial Officer	April 14, 2009
/s/ CARL FREER	President and Director	April 15, 2010
Eric Stoppenhagen
Carl Freer
/s/ LEATHAM STERN	Chairman	April 14, 2009
/s/ LEATHAM STEARN	Director	April 15, 2010
Leatham Stern
Leatham Stearn
/s/MARK LAPRESLE	Director	April 14, 2009
/s/ CHUCK TIMPE	Director	April 15, 2010
Mark LaPresle
Chuck Timpe
/s/RICHARD JENKINS	Director	April 14, 2009
/s/ ALLEN BAILEY	Director	April 15, 2010
Richard Jenkins
Allan Bailey
/s/ MICHAEL O’CONNOR	Director	April 15, 2010
Michael O’Connor

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