~~Back~~As to filed ~~Table~~with ofthe ~~Contents~~Securities and Exchange Commission on January 24, 2008.

~~Index~~Registration to No. ~~Financial Statements~~333-__________

As filed with the Securities and Exchange Commission on June 30, 2006.

Registration No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

~~SMARTVIDEO~~____________ ~~TECHNOLOGIES, INC.~~

UVUMOBILE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	7389	91-1962104
(State or other jurisdiction of incorporation or organization)	(Primary Standard ~~IndustrialClassification~~Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

~~SmartVideo~~uVuMobile, ~~Technologies,~~ Inc.

~~3505~~2160 ~~Koger~~Satellite Boulevard, Suite ~~400~~130

Duluth, Georgia ~~30096~~30097

(~~770~~678) ~~279~~417-~~3100~~ 2000

(Address and telephone number of principal executive offices)

~~Richard~~William EJ. ~~Bennett, Jr.~~Loughman

Chief Executive Officer

~~SmartVideo~~uVuMobile, ~~Technologies,~~ Inc.

~~3505~~2160 ~~Koger~~Satellite Boulevard, Suite ~~400~~130

Duluth, Georgia ~~30096~~30097

(~~770~~678) ~~279~~417-~~3100~~2000

(Name, address and telephone number of agent for service)

with copies to:

~~Leslie~~Ronald JA. ~~Croland, Esq.~~Warren

~~Edwards~~Corporate ~~Angell Palmer & Dodge LLP~~Secretary

~~350~~uVuMobile, ~~East Las Olas Blvd~~Inc.~~, Suite 1150~~

~~Fort~~2160 ~~Lauderdale~~Satellite Boulevard, ~~Florida~~Suite ~~33334-3607~~130

~~(954)~~Duluth, ~~727-2600~~Georgia 30097

~~Back~~(678) ~~to Table of Contents~~ 417-2000

~~Index~~____________ ~~to Financial Statements~~

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

~~CALCULATION~~Calculation OF of ~~REGISTRATION~~Registration ~~FEE~~Fee

Title of Each Class of Securities to be Registered	Amount to be ~~registered~~ Registered(1)	Proposed ~~maximum~~Maximum ~~offering~~Offering ~~price~~Price ~~per~~Per ~~unit~~ Unit(2)	Proposed ~~maximum~~Maximum ~~aggregate~~Aggregate ~~offering~~Offering ~~price~~ Price(2)	Amount of ~~registration~~Registration ~~fee(2)~~Fee
Common Stock, $.001 par value per share (3)	550,000	$1.44	$792,000	$85
Common Stock, $0.001 par value per share underlying 8% Secured Convertible Debentures	31,772,234 shares	$0.078	$2,478,234	$97.39
Common Stock, $0.001 par value per share underlying Warrants	28,531,538 shares	$0.0.78	$2,225,460	$87.46
Common Stock, $0.001 par value per share underlying Warrants	605,000 shares	$0.0.78	$47,190	$1.85
Common Stock, $0.001 par value per share underlying Warrants	3,177,223 shares	$0.078	$247,823	$9.74
Common Stock, $0.001 par value per share underlying Preferred Stock	3,892,188 shares	$0.078	$303,591	$11.93
Total	67,978,183 shares		$5,302,298	$ 208.38

(1) Includes ~~up to 450,000 shares of~~ the ~~Registrant’s~~registration ~~common stock, issued to one~~ of ~~the~~(i) ~~Selling Stockholders, as defined in the accompanying prospectus, pursuant to a settlement agreement, and 100,000~~ shares of ~~the Registrant’s~~ common stock issued to ~~one~~selling ofstockholders ~~the~~named ~~Selling~~herein; ~~Stockholders~~(ii) aspursuant ~~compensation for services rendered~~ to ~~the Registrant. Pursuant to~~ Rule 416 ~~under the Securities Act~~ of ~~1933, as amended (~~the “Securities Act”), toan ~~the~~indeterminate ~~extent~~number ~~additional~~of shares of ~~Registrant’s~~ common stock as may be ~~issued~~issuable orwith ~~issuable~~respect to the shares being registered hereunder as a result of a stock ~~split~~splits, stock ~~dividend~~dividends or ~~other~~similar ~~distribution declared at any time by the Registrant while this registration statement is in effect, this registration statement is hereby deemed to cover all such additional shares of common stock~~transactions.

(2) Estimated solely for ~~purposes~~the purpose of ~~calculating~~computing the registration ~~fee~~in ~~according~~accordance towith Rule 457(c) ~~under~~of the Securities Act ofbased ~~1933, as amended,~~ on the ~~basis of the~~ average of the high and low prices offor the ~~Registrant’s~~ common stock ~~reported~~ on ~~the~~January ~~Over-The-Counter~~22, ~~Bulletin~~2008, ~~Board~~as onreported ~~June~~by ~~26,~~the ~~2006~~OTC Bulletin Board.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

~~Back~~The information in this prospectus in not complete and may be changed. The Selling Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to ~~Table~~sell ofthese ~~Contents~~securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~Index~~SUBJECT to TO ~~Financial Statements~~COMPLETION, DATED January 24, 2008

The information in this prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED June 30, 2006

PROSPECTUS

~~SmartVideo~~UVUMOBILE, ~~Technologies, Inc~~INC.

~~550~~31,~~000~~772,234 Shares ~~Shares~~ of

Common Stock Underlying 8%

~~This~~Secured ~~prospectus~~Convertible relates to the resale, from time to time, of up to 550,000 shares of our common stock by the selling stockholders named in this prospectus in the section “Selling Stockholders,” including its pledgees, assignees and successors-in-interest, whom we collectively refer to in this document as the “Selling Stockholders.” We entered into a settlement agreement pursuant to which we issued to one of the Selling Stockholders an aggregate of 450,000 shares of common stock, and we issued 100,000 shares to another Selling Stockholder as compensation for services provided to the Company under a software license and services agreement. The common stock offered by this prospectus shall be adjusted to cover any additional securities as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. We will not receive any of the proceeds from the sale of any of the shares covered by this prospectus. References in this prospectus to “the Company,” “we,” “our,” and “us” refer to SmartVideo Technologies, Inc.Debentures

~~Our common stock is traded on the Over-the-Counter Bulletin Board under the symbol “SMVD.” On June 26~~32, ~~2006~~313, ~~the last reported sale price for our common stock~~761 ~~was~~Shares ~~$1.48 per share.~~ of

AnCommon ~~investment~~Stock inUnderlying shares of our common stock involves a high degree of risk. You should carefully consider the “Risk Factors” beginning on page four before you decide whether to invest in shares of our common stock. Warrants

3,892,188 Shares of Common Stock Underlying

Series B Convertible Preferred Stock

____________

This prospectus relates to the resale, from time to time, of up to 67,978,183 shares of our common stock by the selling stockholders named in the “Selling Stockholders” section of this prospectus, including their pledgees, assignees and successors-in-interest, whom we collectively refer to in this document as the Selling Stockholders. We completed a private placement transaction of (1) our 8% Secured Convertible Debentures (the “Debentures”), which may be converted into an aggregate of 31,772,234 shares of common stock (the “common stock”), (2) warrants to purchase up to an aggregate of 32,313,761 shares of common stock (the Warrants”), and (3) an aggregate of 3,892,188 shares of Series B Convertible Preferred Stock. (the “Preferred Stock”) which may be converted into 3,892,188 shares of common stock. The common stock being offered in this prospectus includes shares to be issued upon conversion of the Debentures or pursuant to the exercise of the Warrants. The common stock offered by this prospectus shall be adjusted to cover any additional securities as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. We will not receive any of the proceeds from the sale of any of the shares covered by this prospectus, but we will receive amounts from the holders of the Warrants upon their exercise. References in this prospectus to “the Company,” “we,” “our,” and “us” refer to uVuMobile, Inc.

Our common stock is traded on the Over-the-Counter Bulletin Board under the symbol “UVUM.” On January 22, 2008, the last reported sale price for our common stock was $0.08 per share.

An investment in shares of our common stock involves a high degree of risk. You should carefully consider the “Risk Factors” beginning on page 3 before you decide whether to invest in shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ~~____________________~~ , ~~2006~~ 2008

Back to Table of Contents

Index to Financial Statements

TABLE OF CONTENTS

	Page Number	~~Page Number~~
FORWARD-LOOKING STATEMENTS	1		1
PROSPECTUS SUMMARY	2		2
RISK FACTORS	3		4
RECENT DEVELOPMENTS			12
USE OF PROCEEDS	11
USE OF PROCEEDS			12
SELLING STOCKHOLDERS	11
SELLING STOCKHOLDERS			13
PLAN OF DISTRIBUTION	13
PLAN OF DISTRIBUTION			15
DESCRIPTION OF OUR BUSINESS	15
SELECTED FINANCIAL DATA	21		16
DESCRIPTION OF OUR BUSINESS			17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
MANAGEMENT’S DISCUSSION AND ANALYSIS			24
DIRECTORS AND EXECUTIVE OFFICERS	30
DIRECTORS AND EXECUTIVE OFFICERS			32
EXECUTIVE COMPENSATION	32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			36
COMPENSATION DISCUSSION AND ANALYSIS	32
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS			37
SUMMARY COMPENSATION TABLE	37
DESCRIPTION OF CAPITAL STOCK			39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			41
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	43
LEGAL MATTERS			42
DESCRIPTION OF CAPITAL STOCK	44
EXPERTS			42
TRANSACTIONS WITH RELATED PERSONS	46
WHERE YOU CAN FIND MORE INFORMATION			42
LEGAL MATTERS	46
EXPERTS	46
WHERE YOU CAN FIND MORE INFORMATION	46

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. We have not, and the Selling Stockholders have not, authorized anyone to provide you with differing ~~different~~ information. This prospectus is not an offer to sell, nor is it an offer to buy, these shares of common stock in any jurisdiction where the offer is not permitted. The information in this prospectus is accurate as of the date on the front cover of this prospectus, but the information may have changed since that date.

WeTable ~~have not authorized the Selling Stockholders to make an offer~~ of ~~these shares of common stock in any jurisdiction where the offer is not permitted.~~ Contents

You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of the documents.

Back to Table of Contents

Index to Financial Statements

FORWARD-LOOKING STATEMENTS

The information contained in this prospectus, including the information incorporated by reference into this prospectus, includes forward-looking statements as defined in the Private Securities Reform Act of 1995. Forward ~~These forward~~ looking statements are ~~often~~based ~~identified~~on current expectations rather than historical facts and they are indicated by words or phrases such as “anticipate,” “could,” “may,” “~~will~~might,” “~~expect~~potential,” “~~intend~~predict,” “~~anticipate~~should,” “estimate,” “expect,” “project,” “believe,” “~~estimate~~intend,” “plan,” “envision,” “continue,” “~~plan~~target,” “contemplate,” or “will” and similar ~~expressions~~words or phrases or comparable terminology. These statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed for the reasons described in this prospectus. You should not place undue reliance on these ~~these~~ forward-looking statements.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

general economic conditions;

significant uncertainty inherent in the mobile entertainment services industry;

we face intense and increasing competition from the telecommunications industry and the satellite and cable television industry; new competitors are likely to emerge and new technologies may further increase competition;

our programming costs may increase beyond our current expectations and we may be unable to obtain or renew programming agreements on acceptable terms or at all;

we are heavily dependent on complex information technologies and their support infrastructures; weaknesses in our information technology systems could have an adverse impact on our business; we may have difficulty attracting and retaining qualified personnel to maintain our information technology infrastructure;

· lack of funding to continue our operations and our ability to obtain future financing or funds ~~when needed~~;

· our ability to successfully obtain a diverse customer base or retain our existing customers;

our ability to protect our intellectual property through patents, trademarks, copyrights and confidentiality agreements;

our ability to attract and retain a qualified employee base;

our ability to respond to new developments in technology and new applications of existing technology before our competitors;

our ability to develop, maintain and enhance our strategic relationships with wireless carriers, Multi-Service Operators (MSO’s), handset manufacturers and distributors, key streaming media technology companies and content providers;

acquisitions, business combinations, strategic partnerships, divestures, and other significant transactions may involve additional uncertainties;

our ability to maintain and execute a successful business strategy; and

we may face other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission (“SEC”).

You should also consider carefully the statements under “Risk Factors” and other sections of this prospectus, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, or factors we are unaware of, may cause actual results to differ materially from those contained in any forward-looking statements.

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Index to Financial Statements

PROSPECTUS SUMMARY

The Company

~~SmartVideo~~uVuMobile, ~~Technologies,~~ Inc. is(hereinafter asometimes ~~provider~~referred ofto ~~video~~as ~~content~~“SmartVideo”, ~~distribution services and technology. Incorporated in 1984~~“uVuMobile™”,” the “Company ~~acquired OVT~~,” ~~Inc.~~“we,” ~~d/b/a SmartVideo~~“us,” inor ~~November~~“our”) ~~2002.~~is ~~Since~~a ~~the~~provider ~~acquisition~~ of ~~OVT,~~video ~~the~~content ~~Company’s~~distribution business has been that of SmartVideo Technologies, Inc. Although the core business of the Company has remained constant, the Company has changed its focus from distributing business-to-business services toand ~~the distribution of video content to consumers~~technology.

~~Since~~Incorporated ~~2002~~in 1984, the Company ~~has~~acquired ~~been~~OVT, Inc., d/b/a ~~video content aggregator~~SmartVideo, ain ~~technology~~November ~~provider~~2002, and asubsequently ~~distributor~~changed ofits ~~video~~name ~~content~~ to ~~consumers~~SmartVideo ~~connected~~Technologies, toInc. ~~the~~Although ~~public Internet.~~the Wecore ~~are in the~~ business of ~~purchasing~~ the ~~rights~~Company tohas ~~video/television~~remained ~~content and delivering that video content to subscribers for a fee. Additionally~~constant, ~~we anticipate being in~~ the ~~business~~Company ofhas ~~providing~~changed ~~managed services for Internet~~its ~~network operators (carriers) and for major content producers, owners and~~focus ~~distributors.~~from Wedistributing ~~intend~~ business-to-business ~~continue expanding our market opportunity by delivering video~~ services to ~~all~~the ~~forms~~distribution of ~~devices capable of receiving an~~video ~~Internet~~content ~~Protocol~~to ~~(IP) data stream and rendering this data stream into visible images on displays~~consumers.

InSince ~~January 2005~~2002, the Company ~~launched~~has ~~its~~been ~~direct-to-consumer~~a ~~mobile~~provider ~~video~~of ~~service.~~technology engaged in the aggregation ~~The~~and ~~Company~~distribution ~~provides~~of ~~its~~streaming ~~customers~~video ~~with~~content ~~access~~ to ~~high-quality~~consumers ~~video~~connected ~~programming~~to the public ~~that~~Internet. isThe ~~transmitted~~Company ~~directly~~has tobeen ~~its~~in ~~customers’~~the ~~SmartPhone~~business ~~cellular~~of ~~handsets~~purchasing ~~and~~the rights to tovideo and ~~Wi-Fi~~television ~~enabled~~content ~~PDA~~and ~~devices.~~delivering ~~The~~that ~~Company~~content ~~believes~~to ~~that~~subscribers itfor isa fee. Additionally, the ~~only~~Company ~~service provider~~also ~~who~~provides managed ~~currently~~services ~~has~~for ~~subscribers~~Internet network onoperators ~~all~~(carriers) ofand ~~the~~for major ~~U.S.~~producers, ~~Cellular~~owners and distributors ~~Carriers~~of content. The Company ~~provides~~intends ~~demonstration~~to ~~accounts,~~continue ~~where~~expanding weits ~~have acquired~~market opportunities ~~the~~by ~~necessary~~delivering video ~~distribution~~services ~~rights,~~ to ~~viewers~~all informs ~~more~~of ~~than~~devices 75capable ~~countries,~~of receiving an ~~operating~~Internet onProtocol ~~more~~(IP) ~~than~~data ~~200~~stream ~~carriers~~and rendering that data stream into visible images on displays.

~~The~~In ~~Company~~January ~~believes~~2005, itthe ~~provides~~Company ~~one~~launched ofits ~~the~~direct-to-consumer ~~most~~mobile ~~extensive~~video ~~collections of~~service ~~programming~~providing ~~available~~its incustomers ~~the~~with ~~mobile~~access ~~video~~to ~~industry.~~high-quality Invideo ~~general,~~programming ~~the Company~~that ~~pays~~is ~~for~~transmitted ~~the~~directly ~~distribution~~to ~~rights~~SmartPhone oncellular ~~either~~handsets aand ~~fixed~~to Wi-~~fee~~Fi ~~per~~enabled ~~subscriber, per month~~PDA ~~basis~~devices. orIn onaddition, athe ~~revenue-sharing~~Company ~~basis.~~has ~~Some~~developed Real ofTime ~~the~~Streaming Protocol ~~content~~(RTSP) and ~~deals~~Java ~~have~~2 ~~minimum guarantees~~Platform, ~~per~~Micro ~~month.~~Edition (J2ME) compatibility.

~~The~~During ~~Company licenses~~ the ~~distribution~~fourth ~~rights~~quarter onof ~~either a “fixed-fee~~2006, ~~per subscriber, per month” basis or on a revenue-sharing basis. These license fees are payable to~~ the ~~content~~Company ~~owners,~~expanded ~~producers,~~its orproduct ~~distributors~~offerings ~~for each respective channel. Licensee fees range from $0.04 per subscriber, per month~~ to ~~$.50 cents on our~~ ~~subscription~~include ~~model.~~a Innew ~~the~~suite ~~area~~ of ~~our~~mobile ~~Premium~~technology ~~offerings~~and wecontent ~~share~~solutions, ~~at a rate~~bringing ~~of 50%~~together ofa ~~the~~myriad ~~net collected revenue model. The pricing is based on individual negotiations~~ of ~~the~~implementation ~~specific~~choices, ~~rights~~business ~~(including~~models ~~geographic~~ and ~~technology~~marketing ~~platforms),~~plans. ~~the~~The ~~amount~~Company ~~and~~believes ~~quality~~these ofnew ~~the~~products ~~content,~~will ~~and~~aid ~~the~~our ~~estimated~~customers ~~appeal~~that ofare ~~the~~seeking ~~content~~ to ~~our~~capitalize ~~current~~on mobile ~~and~~technology ~~prospective subscribers~~opportunities. ~~For~~These ~~2005,~~new ~~the majority~~media ofservices ~~our~~combine ~~revenue has come from a per subscriber~~TV, ~~per month~~radio, ~~fixed fee arrangement. For 2006~~ and ~~subsequent~~other ~~years,~~media weplatforms ~~are~~with ~~targeting a diverse subscriber base in~~user-friendly ~~the mobile~~personalization, ~~entertainment~~interactivity ~~industry~~and targeted advertising.

Recent ~~Development~~Developments

On December 1517, ~~2005~~2007, ~~the Company received a letter on behalf of Enable Growth Partners~~uVuMobile, LInc.P. (the “~~Enable~~Company”) ~~demanding~~entered ~~that~~into ~~the~~a ~~Company pay cash damages of~~definitive ~~$1,757,567.71~~agreement ~~within~~(the ~~five~~“Securities ~~business~~Purchase ~~days~~Agreement”) ~~thereafter.~~to ~~Enable~~sell ~~alleged that it sold 295~~$2,~~001~~033,423 ~~shares~~ of ~~the~~its ~~Company’s common stock in the public markets during~~8% ~~November~~Secured ~~and~~Convertible ~~December~~Debentures ~~2005 in reliance on~~ (the ~~Company’s~~“Debentures”) ~~Registration Statement on Form SB-2 that was declared effective on July 1, 2005. The Company was unable~~ to ~~issue~~institutional ~~unlegended~~and ~~shares to cover Enable’s alleged sale of 295,001 shares~~private ~~because~~investors ~~such registration statement did not contain current information regarding the Company. As a result~~(collectively, ~~Enable alleged that it was required to purchase shares of~~ the ~~Company’s~~“Investors” ~~common~~or ~~stock in the open market to satisfy its sale of such securities~~“Holders”).

OnThe ~~June 8,~~Debentures ~~2006,~~bear interest at the ~~Company~~rate ~~entered~~of ~~into~~8% aper ~~settlement~~annum and ~~release~~mature ~~agreement~~on December 17, 2009 (the “~~Settlement~~Maturity ~~Agreement~~Date”) ~~with Enable~~. The ~~Pursuant~~Company toshall ~~the~~pay ~~terms~~interest ofto the ~~Settlement~~ ~~Agreement,~~holders of the ~~Company~~Debentures ~~issued~~quarterly ~~450,000~~on ~~shares~~each of ~~the~~January ~~Company’s~~1, ~~common~~April ~~stock~~1, toJuly 1, ~~Enable,~~and October in1 ~~exchange~~of ~~for~~each ~~Enable~~year ~~agreeing~~prior to ~~release~~ the ~~Company~~Maturity ~~and~~Date ~~its~~of the ~~directors,~~Debentures. The ~~officers,~~Debentures ~~shareholders,~~are ~~employees~~also ~~and~~convertible ~~agents~~into ~~from~~shares ~~all~~of ~~suits, claims,~~the ~~charges,~~Company’s ~~liabilities~~common ~~and~~stock ~~causes~~at ofa ~~action~~conversion ~~arising~~price ~~out~~ of, ~~relating~~$0.064 toper share, orsubject into ~~connection~~adjustment ~~with~~in ~~Enable’s~~accordance ~~allegation.~~with ~~The~~terms ~~closing price~~ of the ~~Company’s~~Debentures. Any ~~common~~voluntary ~~stock~~conversion onby ~~June~~the 8,Investors ~~2006~~of ~~was~~the ~~$1.44~~Debentures ~~per~~is ~~share.~~subject Into ~~order~~a toBeneficial Ownership ~~compensate~~Limitation (as defined in the ~~Company for~~Debentures). In ~~issuing~~addition, the Debentures ~~shares~~are subject to ~~Enable,~~a ~~Richard~~forced E.conversion ~~Bennett,~~(the ~~Jr.,~~“Forced ~~our~~Conversion”) ~~director~~in ~~and~~all ~~Chief~~or ~~Executive~~in ~~Officer,~~part ~~agreed~~by tothe ~~cause~~Company RBin ~~Family~~the ~~Holdings~~event ~~Ltd.~~that tothe ~~return~~daily volume weighted average ~~450,000~~stock ~~shares~~price of the Company’s common stock ~~owned~~for byany RBtwenty ~~Family~~(20) ~~Holdings~~consecutive trading ~~Ltd~~days exceeds $0.256. The toDebentures are secured by all of the assets of the Company ~~for~~pursuant ~~cancellation~~to a security agreement.

In connection with the Debentures, the Company issued to certain investors the Enable Purchaser Warrants and the Forte Purchaser Warrants. The Enable Purchaser Warrants and the Forte Purchaser Warrants have substantially the same terms and conditions and give the respective Holders the right to purchase a total of 12,500,000 and 7,500,000 shares of the Company’s common stock, respectively, at an exercise price of $0.15 per share for a period of five (5) years. Of the shares registered for sale under this prospectus, 3,177,223 shares are issuable upon exercise of warrants, exercisable for a period of five years at a price of $0.064 per share in connection with the Debenture issued to the finder of the Debenture, Forte Partners LLC (“Forte”), as a finders fee.

The Company also issued 664,063 shares, 1,614,062 shares and 1,614,063 shares of its Series B Convertible Preferred Stock, respectively, to William J. Loughman, its Chief Executive Officer, and Michael Criden and Glenn Singer, Directors of the Company, in consideration for the cancellation of debt owed by the Company to each of these individuals. In connection with the issuance of these shares of Series B Convertible Preferred Stock, the Company also issued warrants to purchase 531,250; 1,291,250; and 1,291,250 shares of the Company's common stock, respectively, to each of Mr. Loughman, Mr. Criden and Mr. Singer. These warrants have an exercise price of $0.15 per share and are exercisable for a period of five (5) years.

The Company is obligated to file a registration statement with the Securities and Exchange Commission within 45 days of December 17, 2007, which registration statement will include the common stock underlying the Debentures and the common stock underlying the Warrants issued in connection with the private placement of the Debentures. The registration statement must be declared effective within 120 days from December 17, 2007.

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Index to Financial Statements

The Offering

This prospectus relates to the offer and sale from time to time of up to ~~550~~67,~~000~~978,183 shares of ~~our~~the Company’s common stock by the Selling Stockholders named in this prospectus. Of the ~~550,000~~ shares registered for resale ~~through~~by this prospectus, ~~450~~(1) an aggregate of 31,~~000~~772,234 ~~were~~shares ~~issued~~are issuable in connection with the conversion ~~with~~of the ~~our~~Debentures ~~entry~~sold ~~into~~to investors in the ~~Settlement~~private ~~Agreement~~placement, (b) 32,313,716 shares are issuable upon exercise of Warrants issued in connection with ~~Enable~~private placement of the Debentures and (c) 3,892,188 ~~100~~shares are issuable upon the conversion of the Preferred Stock. The Selling Stockholders may sell these shares in the over-the-counter market or otherwise,~~000~~ ~~were~~at ~~issued~~market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices, as ~~partial~~further ~~payment~~described ~~for~~in ~~services~~“Plan ~~rendered~~of toDistribution”. We will not receive any proceeds from the sale of shares by the Selling Stockholders, but the Company ~~pursuant~~shall receive the exercise price paid to athe ~~software~~Company in connection ~~license~~with the ~~and~~exercise ~~services~~of ~~agreement~~the Warrants.

The Selling Stockholders may sell these shares in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices. We will not receive any proceeds from the sale of shares by the Selling Stockholders.

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Index to Financial Statements

RISK FACTORS

You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing our company. Additional ~~Additional~~ risks not presently known to us or that we currently believe are immaterial may also impair our business operations. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this ~~prospectus~~ report, including our consolidated financial statements and related notes.

~~Independent~~Risks ~~Auditor’s~~Related ~~Report~~to ~~Contains~~Our ~~Going Concern Qualification; Losses From Operations; Accumulated Deficit~~Business

~~The~~Our ~~report of our~~ independent ~~registered~~auditor’s ~~public~~report ~~accounting~~contained ~~firm for the fiscal year ended December 31, 2005 contains an explanatory paragraph which states that we have suffered recurring losses from operations and~~ a ~~working capital deficiency that raise substantial doubt about our ability to continue as a~~ going concern~~. We~~ ~~have incurred substantial net losses of $3~~qualification,~~859,141,~~ ~~$6,792,930~~ and ~~$19,740,274~~ ~~for the years ended December 31, 2003, 2004 and 2005, respectively. At December 31, 2005,~~ we ~~had an accumulated deficit of $39,953,756 and a~~ ~~working~~continue ~~capital~~to ~~deficit~~experience oflosses ~~$2,653,622.~~from operations.

AsThe report of ~~and for~~our ~~the~~independent ~~three~~registered ~~months~~public accounting firm for the fiscal year ended ~~March~~December 31, 2006, wecontains ~~had~~ an ~~accumulated~~explanatory ~~deficit~~paragraph ofwhich states that ~~$43,340,160,~~we have asuffered ~~loss~~recurring losses from operations ~~of $3,431,211~~ and ~~cash~~a ~~flows~~working ~~used~~capital indeficiency ~~operations~~that ofraise ~~$3,188,054.~~substantial ~~Our~~doubt about our ability to continue ~~our~~as ~~operations~~a isgoing ~~contingent~~concern. ~~upon~~We ~~obtaining~~have ~~additional~~incurred ~~financing~~substantial net losses of $6,792,930, $19,740,274 and $24,488,876 ~~attaining~~for ~~profitable~~the years ended December 31, 2004, 2005 and 2006, ~~operations~~respectively.

WeFor ~~used~~the ~~the~~nine-months ~~proceeds~~ended ~~received~~September ~~from~~30, a2007, ~~private~~we ~~placement~~had ~~conducted~~an inaccumulated ~~March~~deficit ~~2005 for~~of ~~the acquisition of programming rights~~$72, ~~marketing and sales initiatives~~781, ~~and further improvements to our technology~~342, asnet ~~well~~cash asused ~~increase~~in ~~staffing~~operations ~~levels~~of to$4,010,722 ~~support these marketing~~ and ~~technology~~a ~~efforts,~~net ~~all~~loss of ~~which will adversely affect~~ ~~operating results until revenues from sales of our services reach a level at which operating costs can be supported~~$8,338,711. InOur ~~our~~ability ~~efforts~~ to ~~strengthen~~continue our ~~marketing~~ ~~and~~operations ~~sales~~is ~~initiatives~~contingent ofupon ~~the distribution of our services, it is~~obtaining ~~critical~~additional ~~that~~financing weand ~~obtain~~attaining ~~distribution~~profitable ~~partners in order to begin generating revenues~~operations.

We ~~do not~~have ~~expect~~used tothe ~~generate~~proceeds ~~cash~~received ~~flows~~ from ~~operating~~private ~~activities during~~placements ~~2006~~conducted in March, November ~~sufficient~~and toDecember 2005, ~~offset~~July ~~our~~2006 ~~operating~~and ~~expenditures.~~December ~~Our~~2007 ~~operations~~for tothe ~~date~~acquisition ~~have~~of ~~been~~programming ~~financed~~rights, ~~primarily~~marketing ~~through~~and sales ofinitiatives, ~~our~~and ~~securities.~~further ~~We anticipate, based~~improvements onto our ~~currently~~technology, ~~proposed~~as ~~plans~~well ~~and~~as ~~assumptions~~to ~~relating~~increase tostaffing ~~operations,~~levels ~~that~~to ~~the~~support these ~~net~~marketing ~~proceeds~~and ~~from~~technology ~~the~~efforts, ~~closings~~all of ~~our~~which ~~most~~will ~~recent~~adversely ~~financings~~affect ~~in November and~~operating ~~December~~results ~~2005,~~until ~~together with~~ revenues ~~generated~~ from ~~operations,~~sales ~~will~~of ~~not be sufficient to meet~~ our ~~cash~~services ~~requirements~~reach ~~for~~a ~~working~~level ~~capital~~at ~~and capital~~which ~~expenditures~~operating ~~through~~costs ~~December~~can ~~31,~~be ~~2006~~supported. AsIn aour ~~result,~~efforts itto ~~will~~strengthen beour ~~necessary for~~marketing usand tosales ~~secure~~initiatives ~~additional~~of ~~financing~~the todistribution ~~support~~of our ~~operations.~~services, ~~There~~it ~~can~~is becritical nothat ~~assurance that~~ we ~~will be able to obtain such financing on acceptable terms,~~ ~~or at~~obtain ~~all.~~distribution Ifpartners ~~adequate~~in ~~funds~~order ~~are not available or not available on acceptable terms, we will be unable~~ to ~~continue~~begin asgenerating ~~a going concern~~revenues.

~~Risks~~We ~~Related~~did not Togenerate ~~Our~~cash ~~Industry~~flows from operating activities during 2007 sufficient to offset our operating expenditures. Based on the information currently available regarding our proposed plans and assumptions relating to operations, we anticipate that the net proceeds from our last financing in 2007, together with projected cash flow from operations, will not be sufficient to meet our cash requirements for working capital and capital expenditures beyond 2008. As a result, it will be necessary for us to secure additional financing to support our operations. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all. If adequate funds are not available or not available on acceptable terms, the Company will be unable to continue as a going concern. We currently have no firm commitments for any additional capital.

We have a limited operating history and insufficient revenue to generate positive cash flows from our operations.

We formally launched our Internet based products and services in 2003. WeTo ~~have~~date, we have earned only minimal ~~revenues~~revenue from these services. ~~The~~and the revenue ~~received from~~is ~~these services is~~ presently insufficient to generate positive cash flows from our operations. Additionally, the income potential of our business and from our markets is unproven. Because of the emerging nature of the mobile entertainment industry, ~~our~~ our executives have limited experience in it. As a young company operating in an emerging market, we face risks and uncertainties relating to our ability to implement our business plan successfully. Our future revenues and success depend significantly upon acceptance of our mobile entertainment services and the mobile entertainment industry as a whole. Our future revenues and success also depend on the development of revenue growth from our services. Our ability to successfully introduce new services and the expected benefits to be obtained from these new services may be adversely affected by a number of factors, such as unforeseen costs and expenses, technological changes, economic downturns, and competitive factors or other events beyond our control. We ~~expect to incur~~ incurred operating losses in fiscal 2006 and for the nine months ended September 30, 2007 and cannot be assured that we will successfully market any services, or operate profitably in the future.

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Index to Financial Statements

Our quarterly financial results will continue to fluctuate making it difficult to forecast our operating results.

Our quarterly operating results have fluctuated in the past, and we expect our revenues and operating results may vary significantly from quarter-to-quarter due to a number of factors, many of which are beyond our control, including:

variability in demand and usage for our product and services;

market acceptance of new and existing services offered by us, our competitors and potential competitors; and

governmental regulations affecting the use of the Internet, including regulations concerning intellectual property rights and security features.

Our current and future levels of expenditures are based primarily on our growth plans and estimates of expected future revenues. Such expenditures are primarily fixed in the short-term and our sales cycle can be lengthy. Accordingly, we may not be able to adjust spending or generate new revenue sources timely to compensate for any shortfall in revenues. If our operating results fall below the expectation of investors, our stock price will likely decline significantly. In addition, potential fluctuations in our operating results could lead to fluctuations in the market price for our common stock.

~~Because~~Since we expect to continue incurring net losses, we may not be able to implement our business strategy and the price of our stock may decline.

As of ~~and~~ ~~for~~September ~~the three months ended March 31~~30, ~~2006~~2007, we had an accumulated deficit of ~~approximately~~ $4372,~~340~~781,~~160~~342. We have incurred net losses quarterly from inception through ~~March~~September 3130, ~~2006~~2007, and we expect to continue to incur net losses for the foreseeable future.

Accordingly, our ability to operate our business and implement our business strategy may be hampered by negative cash flows in the future, and the value of our stock may decline as a result. Our capital requirements may vary materially from those currently planned if, for example, we incur unforeseen capital expenditures or, unforeseen operating expenses or make investments to maintain our competitive position. If this is the case, we may have to delay or abandon some or all of our development plans or otherwise forego market opportunities. We will need to generate significant additional revenues to be profitable in the future, and we may not generate sufficient revenues to be profitable on either a quarterly or annual basis in the future. To address the risks and uncertainties facing our business strategy, we must, among other things:

achieve broad customer adoption and acceptance of our products and services;

successfully raise additional capital in the future;

successfully integrate, leverage and expand our sales force;

successfully scale our current operations;

implement and execute our business and marketing strategies;

address intellectual property rights issues that affect our business;

· develop and maintain strategic relationships to enhance the development and marketing of our existing and new products and services; and

respond to competitive developments in the mobile entertainment services industry.

We may not be successful in achieving any or all of these business objectives in a cost-effective manner, if at all, and the failure to achieve these could have a serious adverse impact on our business, results of operations and financial position. Each of these objectives may require significant additional expenditures on our part. Even if we ultimately do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Our failure to respond to rapid changes in technology and its applications and intense competition in the mobile entertainment services industry products could make our services obsolete.

The mobile entertainment services industry is subject to rapid and substantial technological development and product innovations. To be successful, we must respond to new developments in technology, new applications of existing technology and new treatment methods. Our response may be stymied if we require, but cannot secure, rights to essential third-party intellectual property. We compete against numerous companies offering alternative systems to ours, some of which have greater financial, marketing and technical resources to utilize in pursuing technological development. Our financial condition and operating results could be adversely affected if our mobile entertainment services fail to compete favorably with these technological developments, or if we fail to be responsive onin a timely and effective ~~basis~~manner to competitors’ new services or ~~price~~ price strategies.

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~~Index~~Our to success ~~Financial~~is dependent on the performance and retention of our executive officers, ~~Statements~~ consultants and key employees.

Our ~~success~~business isand operations are substantially dependent on the performance of our executive officers and ~~retention~~key employees, including William Loughman, Tony Novia, Scott Hughes and Ronald A. Warren, all of whom have worked together for only a relatively short period of time. We do not maintain “key person” life insurance on any of our executive officers. The loss of one or several executives could seriously harm our business. Any reorganization or reduction in the size of our employee base could harm our ability to attract and ~~key~~retain other valuable employees critical to the success of our business.

Our business and operations are substantially dependent on the performance of our executive officers and key employees, including Richard E. Bennett, Jr., David Ross, Scott Hughes and Ronald A. Warren, all of whom have worked together for only a relatively short period of time. We do not maintain “key person” life insurance on any of our executive officers. The loss of one or several executives could seriously harm our business. Any reorganization or reduction in the size of our employee base could harm our ability to attract and retain other valuable employees critical to the success of our business.

Our mobile entertainment services and any of our future services may fail to gain market acceptance, which would adversely affect our competitive position.

We have not conducted any independent studies with regard to the feasibility of our proposed business plan, present and future business prospects and capital requirements. We have generated limited commercial distribution for our mobile entertainment services. Our services may fail to gain market acceptance and our infrastructure to enable such expansion is still limited. Even if adequate financing is available and our services are ready for market, we cannot be certain that our services will find sufficient acceptance in the marketplace to fulfill our long and short-term goals. Failure of our services to achieve market acceptance would have a material adverse effect on our business, financial condition and results of operations.

We depend on a limited number of customers and distribution channels for a majority of our revenues so the loss of, or delay in payment from, one or a small number of customers or distribution channel partners could have a significant impact on our revenues and operating results.

~~For~~During ~~the quarter ended March 31,~~ 2006 ~~and the fiscal year ended December 31~~, ~~2005,~~two ~~we derived a substantial portion~~ of our ~~revenues from two~~ customers ~~accounting~~ accounted for ~~19%~~ ~~and~~approximately 288% of our revenues~~, respectively~~. During ~~2005~~2006, we experienced a shift from a business-to-business model to a subscription-based model reducing much of our reliance on revenues from related parties. We are in the process of developing relationships with distribution channel partners to increase the size of our customer base. We cannot successfully accomplish our business objectives by relying solely on our existing customer base. If we are unsuccessful in increasing and broadening our customer base, our ability to maintain and grow our business will suffer.

Average selling prices of our products and services may decrease, which may harm our gross margins.

The average selling prices of our products and services may be lower than expected as a result of competitive pricing pressures and promotional programs. We expect to experience pricing pressure and anticipate that the average selling prices and gross margins for our products may decrease over product life cycles. We may not be successful in developing and introducing on a timely basis new products with enhanced features and services that can be sold at higher gross margins.

We may face third-party intellectual property infringement claims and other related claims that could severely impact our business.

WeIt may be ~~liable or~~ alleged tothat bewe are liable to third-parties for certain legal matters relating to video, music, software, and other content that we encode, distribute, or make available to our customers if, among other things:

· If the content or the performance of our services violates third-party copyright, trademark, or other intellectual property rights;

· If our customers violate the intellectual property rights of others by providing content to us or by having us perform digital media services; or

· If content that we encode or otherwise handle for our customers is deemed obscene, indecent, or defamatory.

~~-6-~~Any alleged liability could damage our business by damaging our reputation, requiring us to incur legal costs in defense, exposing us to awards of damages and costs and diverting management’s attention, all which could have an adverse effect on our business, results of operations and financial condition. Our customers generally agree to hold us harmless from claims arising from their failure to have the right to encode or distribute multimedia software and other content given to us for that purpose. However, in some cases we may not be able to obtain such agreements or customers may contest this responsibility or not have sufficient resources to defend claims. In addition, we have limited insurance coverage for claims of this nature and may not be able to cover losses above our insurance coverage limits.

~~Back~~Because we host, stream and deploy audio and video content on or from our websites for customers and provide services related to ~~Table~~digital media content, we face potential liability or alleged liability for negligence, infringement of copyright, ~~Contents~~patent, or trademark rights, defamation, indecency and other claims based on the nature and content of the materials. Claims of this nature have been brought and sometimes successfully made against content distributors. In addition, we could be exposed to liability with respect to the unauthorized duplication of content or unauthorized use of other parties’ proprietary technology. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage or any alleged liability could harm our business.

~~Index to Financial Statements~~-5-

~~Any~~Table ~~alleged liability could damage our business by damaging our reputation, requiring us to incur legal costs in defense, exposing us to awards~~ of damages and costs and divert management’s attention, all which could have an adverse effect on our business, results of operations and financial condition. Our customers generally agree to hold us harmless from claims arising from their failure to have the right to encode or distribute multimedia software and other content given to us for that purpose. However, customers may contest this responsibility or not have sufficient resources to defend claims. In addition, we have limited insurance coverage for claims of this nature and may not be able to cover losses above our insurance coverage limits.Contents

Because we host, stream and deploy audio and video content on or from our Websites for customers and provide services related to digital media content, we face potential liability or alleged liability for negligence, infringement of copyright, patent, or trademark rights, defamation, indecency and other claims based on the nature and content of the materials. Claims of this nature have been brought and sometimes successfully pressed, against content distributors. In addition, we could be exposed to liability with respect to the unauthorized duplication of content or unauthorized use of other parties’ proprietary technology. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage or any alleged liability could harm our business.

We cannot be certain that third-parties will not claim infringement by us with respect to past, current, or future technologies. We expect that participants in our markets will be increasingly subject to infringement claims as the number of services and competitors in our industry segment grows. In addition, these risks are difficult to quantify in light of the continuously evolving nature of laws and regulations governing the Internet. Any claim relating to proprietary rights, whether meritorious or not, could be time-consuming, result in costly litigation, cause service upgrade delays or require us to enter into royalty or licensing agreements, and we cannot be sure that we will have adequate insurance coverage or that royalty or licensing agreements will be made available on terms acceptable to us or at all.

We cannot be certain that we will be able to protect our intellectual property, which could harm our business.

Our intellectual property is critical to our business, and we seek to protect our intellectual property through copyrights, trademarks, patents, trade secrets, confidentiality provisions in our customer, supplier, potential investors, and strategic relationship agreements, nondisclosure agreements with third-parties, and invention assignment agreements with our employees and contractors. We cannot be certain that measures we take to protect our intellectual property will be successful or that third-parties will not develop alternative solutions that do not infringe upon our intellectual property.

Further, we plan to offer our mobile entertainment services and applications to customers worldwide including customers in foreign countries that may offer less protection for our intellectual property than the United States. Our failure to protect against misappropriation of our intellectual property, or claims that we are infringing the intellectual property of third-parties could have a negative effect on our business, ~~revenues,~~results ~~financial~~of ~~condition~~operations and ~~results of~~financial ~~operations~~condition.

We will rely on strategic relationships to promote our services and for access to licensed technology; if we fail to develop, maintain or enhance these relationships, our ability to serve our customers and develop new services and applications could be harmed.

Our ability to provide our services to users of multiple technologies and platforms depends significantly on our ability to develop, maintain or enhance our strategic relationships with wireless carriers, handset distributors, key streaming media technology companies and content providers. We will rely on these relationships for licensed technology and content. Obtaining comprehensive multimedia content licenses is challenging, as doing so may require us to obtain copyright licenses with various third-parties in the fragmented multimedia recording and publishing industries. These copyrights often address differing activities related to the delivery of digital media, including reproduction and performance, some of which may require separate licensing arrangements from various rights holders such as publishers, content providers, artists and record labels. The effort to obtain the necessary rights by such third-parties is often significant, and could disrupt, delay, or prevent us from executing our business plans. Because of the large number of potential parties from which we must obtain licenses, we may never be able to obtain a sufficient number of licenses to allow us to provide services that will meet our customers’ expectations.

Due to the evolving nature of our industry, we will need to develop additional relationships to adapt to changing technologies and standards and to work with newly emerging companies with whom we do not have pre-existing relationships. We cannot be certain that we will be successful in developing new relationships or that our partners will view these relationships as significant to their own business, or that our ~~partner~~partners will continue their commitment to us in the future. If we are unable to maintain or enhance these relationships, we may have difficulty strengthening our technology development and increasing the adoption of our brand and services.

~~-7-~~Competition may decrease our market share, revenues, and gross margins.

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Index to Financial Statements

Competition may decrease our market share, revenues and gross margins.

We face intense and increasing competition in the multimedia broadcast market. If we do not compete effectively or if we experience reduced market share from increased competition, our business will be harmed. In addition, the more successful we are in the emerging market for multimedia broadcast services, the more competitors are likely to emerge. We believe that the principal competitive factors in our market include:

service functionality, quality and performance;

· ease of use, reliability and security of services; · establishing a significant base of customers and distribution partners;

· establishing a significant base of customers and distribution partners;

ability to introduce new services to the market in a timely manner;

customer service and support; and

pricing.

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Although we do not currently compete against any one entity with respect to all aspects of multimedia broadcast products and services, there are various competitors that provide various products and services in the following categories:

collaboration, which provides for document and application sharing as well as user interactivity,

live video and streaming multimedia,

hosted services,

training, which provides e-learning applications, and

on-premise software.

There are a number of companies, such as Verizon, Sprint and MobiTV, ~~that~~among ~~provide~~others, that provide outsourced digital media services. As the multimedia broadcast market ~~continues~~ continues to develop, we expect to see increased competition from traditional telecommunication service providers or resellers of those services. We also face competition from the in-house encoding services, streaming networks and content management systems and encoding services.

All of our competitors have substantially more capital, longer operating histories, greater brand recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. These competitors may also engage in more extensive development of their technologies, adopt more aggressive pricing policies and establish more comprehensive marketing and advertising campaigns than we can. Our competitors may develop products and service offerings that we do not offer or that are more sophisticated or more cost effective than our own. For these and other reasons, our competitors’ products and services may achieve greater acceptance in the marketplace than our own, limiting our ability to gain market share and customer loyalty and to generate sufficient revenues to achieve a profitable level of operations. Our failure to adequately address any of the above factors could harm our business and operating results.

Our industry is experiencing consolidation that may intensify competition.

The multimedia broadcast services industries are undergoing substantial change that has resulted in increasing consolidation and a proliferation of strategic transactions. Many companies in these industries have been going out of business or are being acquired by larger entities. As a result, we are increasingly competing with larger competitors that have substantially greater resources than we do. We expect this consolidation and strategic partnering to continue. Acquisitions or strategic relationships could harm us in a number of ways. For example:

competitors could acquire or enter into relationships with companies with which we have strategic relationships and discontinue our relationship, resulting in the loss of distribution opportunities for our products and services or the loss of certain enhancements or value-added features to our products and services;

competitors could obtain exclusive access to desirable multimedia content and prevent that content from being available in certain formats, thus decreasing the use of our products and services to distribute and experience the content that audiences most desire, and hurting our ability to attract customers;

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Index to Financial Statements

a competitor could be acquired by a party with significant resources and experience that could increase the ability of the competitor to compete with our products and services; and

· other companies with related interests could combine to form new, formidable competition, which could preclude us from obtaining access to certain markets or content;, or which could dramatically change the market for our products and services.

Any of these results could put us at a competitive disadvantage that could cause us to lose customers, revenue and market share. They could also force us to expend greater resources to meet the competitive threat, which could also harm our operating results.

If we fail to enhance our existing services and product applications or develop and introduce new multimedia broadcast services, applications and features in a timely manner to meet changing customer requirements and emerging industry trends or standards, our ability to grow our business will suffer.

The market for multimedia broadcast service solutions is characterized by rapidly changing technologies and short product life cycles. These market characteristics are heightened by the emerging nature of the Internet and the continuing trend of companies from many industries to offer Internet-based applications and services. The widespread adoption of the new Internet, networking, streaming media, or telecommunications technologies or other technological changes could require us to incur substantial expenditures to modify or adapt our operating practices or infrastructure. Our future success will depend in large part upon our ability to:

identify and respond to emerging technological trends in the market;

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enhance our products by adding innovative features that differentiate our digital media services and applications from those of our competitors;

acquire and license leading technologies;

bring multimedia broadcast services and applications to market and scale our business on a timely basis at competitive prices; and

respond effectively to new technological changes or new product announcements by others.

We will not be competitive unless we continually introduce new services and applications or enhancements to existing services and applications that meet evolving industry standards and customer needs. In the future, we may not be able to address effectively the compatibility and operability issues that arise as a result of technological changes and evolving industry standards. The technical innovations required for us to remain competitive are inherently complex, require long development schedules and are dependent in some cases on sole source suppliers. We will be required to continue to invest in research and development in order to attempt to maintain and enhance our existing technologies and products, but we may not have the funds available to do so. Even if we have sufficient funds, these investments may not serve the needs of customers or be compatible with changing technological requirements or standards. Most development expenses must be incurred before the technical feasibility or commercial viability of new or enhanced services and applications can be ascertained. Revenue from future services and applications or enhancements to services and applications may not be sufficient to recover the associated development costs.

The technology underlying our services and applications is complex and may contain unknown defects that could harm our reputation, result in product liability or decrease market acceptance of our services and applications.

The technology underlying our multimedia broadcast services and applications is complex and includes software that is internally developed and software licensed from third-parties. These software products may contain errors or defects, particularly when first introduced or when new versions or enhancements are released. We may not discover software defects that affect our current or new services and applications or enhancements until after they are sold. Furthermore, because our digital media services are designed to work in conjunction with various platforms and applications, we are susceptible to errors or defects in third-party applications that can result in a lower quality product for our customers. Because our customers depend on us for digital media management, any interruptions could:

damage our reputation;

cause our customers to initiate product liability suits against us;

· ~~increase~~decrease our product development resources;

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Index to Financial Statements

cause us to lose revenues; and

delay market acceptance of our digital media services and applications.

Our business will suffer if our systems fail or our third-party facilities become unavailable.

A reduction in the performance, reliability and availability of our systems and network infrastructure may harm our ability to distribute our products and services to our customers and other users, as well as harm our reputation and ability to attract and retain customers and content providers. Our systems and operations are susceptible to, and could be damaged or interrupted by, outages caused by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake and similar events. We may not have any redundancy in our Internet multimedia broadcasting facilities and therefore any damage or destruction to these would significantly harm our multimedia broadcasting business. Our systems are also subject to human error, security breaches, power losses, computer viruses, break-ins, “denial of service” attacks, sabotage, intentional acts of vandalism and tampering designed to disrupt our computer systems, Websites and network communications. This could lead to slower response times or system failures.

Our operations also depend on receipt of timely feeds from our content providers, and any failure or delay in the transmission or receipt of such feeds could disrupt our operations. We also depend on Web browsers, ISPs and online service providers to provide access over the Internet to our product and service offerings. Many of these providers have experienced significant outages or interruptions in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems. These types of interruptions could continue or increase in the future.

Our digital distribution activities are managed by sophisticated software and computer systems. We must continually develop and update these systems over time as our business and business needs grow and change, these systems may not adequately reflect the current needs of our business. We may encounter delays in developing these systems, and the systems may contain undetected errors that could cause system failures. Any system error or failure that causes interruption in availability of products or content or an increase in response time could result in a loss of potential or existing business services, customers, users, advertisers or content providers. If we suffer sustained or repeated interruptions, our products, services and Websites could be less attractive to such entities or individuals and our business could be harmed.

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Significant portions of our business are dependent on providing customers with efficient and reliable services to enable customers to broadcast content to large audiences on a live or on-demand basis. Our operations are dependent in part upon transmission capacity provided by third-party telecommunications network providers. Any failure of such network providers to provide the capacity we require may result in a reduction in, or interruption of, service to our customers. If we do not have access to third-party transmission capacity, we could lose customers and, if we are unable to obtain such capacity on terms commercially acceptable to us our business and operating results could suffer.

Our computer and communications infrastructure is located at a single leased facility in Atlanta, Georgia. We do not have fully redundant systems, and we may not have adequate business interruption insurance to compensate us for losses that may occur from a system outage. Despite our efforts, our network infrastructure and systems could be subject to service interruptions or damage and any resulting interruption of services could harm our business, operating results and reputation.

Government regulation could adversely affect our business prospects.

We do not know with certainty how existing laws governing issues such as property ownership, copyright and other intellectual property issues, taxation, illegal or obscene content, and retransmission of media, personal privacy and data protection will apply to the Internet or to the distribution of multimedia and other proprietary content over the Internet. Most of these laws were adopted before the advent of the Internet and related technologies and therefore do not address the unique issues associated with the Internet and related technologies. Depending on how these laws are developed and are interpreted by the judicial system, they could have the effect of:

increasing our costs due to new or changes in tax legislation;

limiting the growth of the Internet;

creating uncertainty in the marketplace that could reduce demand for our products and services;

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Index to Financial Statements

limiting our access to new markets which may include countries and technology platforms;

increasing our cost of doing business;

· increasing our cost of doing business attributed to the unforeseen;

exposing us to significant liabilities associated with content distributed or accessed through our products or services; or

· leading to increased product and applications development costs, or otherwise ~~harm~~harming our business.

Specifically with respect to one aspect of copyright law, on October 28, 1998, the Digital Millennium Copyright Act (or “DMCA”) was enacted. The DMCA includes statutory licenses for the performance of sound recordings and for the making of recordings to facilitate transmissions. Under these statutory licenses, depending on our future business activities, we and our customers may be required to pay licensing fees in connection with digital sound recordings we deliver or our customers provide on their Website and through retransmissions of radio broadcasts and/or other audio content.

Because of this rapidly evolving and uncertain regulatory environment, both domestically and internationally, we cannot predict how existing or ~~propose~~proposed laws and regulations might affect our business. In addition, these uncertainties make it difficult to ensure compliance with the laws and regulations governing digital music. These laws and regulations could harm us by subjecting us to liability or forcing us to change our business.

~~Risk~~Risks Related to the Offering

Our stock price has been and continues to be volatile.

The market price for our common stock could fluctuate due to various factors. These factors include:

announcements regarding developments in our business, acquisitions and financing transactions;

announcements by us or our competitors of new contracts, technological innovations or new products;

changes in government regulations;

fluctuations in our quarterly and annual operating results; and

general market conditions.

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In addition, the stock markets have, in recent years, experienced significant price fluctuations. These fluctuations often have been unrelated to the operating performance of the specific companies whose stock is traded. Market fluctuations, as well as economic conditions, have adversely affected, and may continue to adversely affect, the market price of our common stock.

We need to raise additional capital in the future, and if we are unable to secure adequate funds on terms acceptable to us, we will be unable to execute our business plan and current stockholders may experience significant dilution.

As of ~~March~~ ~~31,~~September ~~2006~~30, 2007, we had approximately $2358,~~638,245~~ 000 in cash. We anticipate, ~~believe~~based ~~that~~upon ~~the~~our proposed ~~current~~plans ~~cash~~ and ~~cash~~assumptions ~~equivalents~~relating ~~will~~to ~~not~~operations bethat ~~sufficient~~the tonet ~~meet~~proceeds ~~our anticipated~~of ~~cash~~approximately $2 million ~~needs~~from ~~for~~the ~~working~~closing ~~capital~~of ~~and~~our ~~capital~~most recent ~~expenditures~~financing ~~through~~in December 312007, ~~2006.~~together Wewith ~~intend~~revenues togenerated ~~secure~~from operations, ~~substantial~~will ~~additional~~not ~~financing~~be sufficient to meet our ~~future~~cash requirements for working capital ~~needs to finance the development~~ and ~~marketing~~capital ofexpenditures ~~our~~beyond ~~existing and~~2008. ~~future services.~~ There can be no assurance that we will be able to obtain ~~such~~ additional financing on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to pursue our business objectives or remain in operation. This ~~inability~~ could seriously harm our business, results of operations and financial condition.

If we do not secure substantial additional funding to meet our capital needs through the incurrence of debt, we may have to issue additional shares of common stock or other securities convertible into shares of our common stock. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our current stockholders will be reduced and these ~~securities~~ securities may have rights and preferences superior to that of our current stockholders. If we raise capital through debt financing, we may be forced to accept restrictions affecting our liquidity, including restrictions on our ability to incur additional indebtedness or pay dividends.

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Index to Financial Statements

RECENT DEVELOPMENTS

On December 1517, ~~2005~~2007, uVuMobile, Inc. (the “Company”) ~~received~~entered into a ~~letter on behalf of Enable demanding~~definitive ~~that~~agreement (the ~~Company~~“Securities ~~pay~~Purchase ~~cash~~Agreement”) ~~damages~~to ofsell $12,~~757~~033,~~567.71~~423 ~~within five business days thereafter. Enable alleged that it sold 295,001 shares~~ of ~~the~~its ~~Company’s common~~8% ~~stock~~Secured inConvertible ~~the~~Debentures ~~public markets during November and December 2005 in reliance on~~ (the ~~Company’s~~ ~~Registration~~“Debentures”) ~~Statement on Form SB-2 that was declared effective on July 1, 2005. The Company was unable~~ to ~~issue~~institutional ~~unlegended~~and ~~shares to cover~~private ~~Enable’s~~investors ~~alleged sale of 295~~(collectively,~~001~~ ~~shares because such registration statement did not contain current information regarding~~ the ~~Company.~~“Investors” Asor ~~a result, Enable alleged that it was required to purchase shares of the Company’s common stock in the open market to satisfy its sale of such securities~~“Holders”).

OnThe ~~June 8,~~Debentures ~~2006,~~bear ~~the~~interest ~~Company~~at ~~entered into a Settlement Agreement with Enable. Pursuant to~~ the ~~terms~~rate of ~~the~~8% ~~Settlement~~per ~~Agreement,~~annum ~~the~~and ~~Company~~mature ~~issued~~on ~~450,000 shares~~December of17, 2009 (the ~~Company’s~~“Maturity ~~common~~Date”). The ~~stock~~Company toshall ~~Enable,~~pay ininterest ~~exchange for Enable agreeing~~ to ~~release~~the holders of the ~~Company~~Debentures ~~and~~quarterly ~~its~~on ~~directors,~~each ~~officers,~~of ~~shareholders~~January 1, ~~employees~~April ~~and~~1, ~~agents~~July 1, ~~from~~and ~~all~~October ~~suits,~~1 ~~claims,~~of ~~charges,~~each ~~liabilities~~year ~~and~~prior ~~causes~~to ofthe ~~action~~Maturity ~~arising~~Date ~~out~~ of, the ~~relating~~Debentures. The ~~to,~~Debentures orare inalso ~~connection~~convertible ~~with~~into ~~Enable’s~~shares ~~allegation. The closing price~~ of the Company’s common stock onat ~~June~~a 8,conversion ~~2006~~price ~~was~~of $10.44064 per share., Insubject ~~order~~ to ~~compensate~~adjustment in accordance with terms of the ~~Company~~Debentures. Any ~~for~~voluntary conversion ~~issuing~~by the ~~shares~~Investors of the Debentures is subject to ~~Enable,~~a ~~Richard~~Beneficial Ownership ELimitation (as defined in the Debentures). In ~~Bennett~~addition, the ~~Jr.,~~Debentures ~~our~~are ~~director~~subject ~~and~~to ~~Chief~~a ~~Executive~~forced ~~Officer,~~conversion ~~agreed~~(the to“Forced ~~cause~~Conversion”) RBin ~~Family~~all ~~Holdings~~or ~~Ltd.~~in topart ~~return~~by ~~450,000~~the ~~shares~~Company in the event that the daily volume weighted average stock price of the Company’s common stock ~~owned~~for byany RBtwenty (20) consecutive ~~Family~~trading ~~Holdings~~days ~~Ltd~~exceeds $0.256. The toDebentures are secured by all of the assets of the Company ~~for~~pursuant ~~cancellation~~to a security agreement.

The Company also issued 664,063 shares, 1,614,062 shares and 1,614,063 shares of its Convertible Preferred Stock, respectively, to William J. Loughman, its Chief Executive Officer, and Michael Criden and Glenn Singer, Directors of the Company, in consideration for the cancellation of debt owed by the Company to each of these individuals. In connection with the issuance of these shares of Convertible Preferred Stock, the Company also issued warrants to purchase 531,250; 1,291,250; and 1,291,250 shares of the Company's common stock, respectively, to each of Mr. Loughman, Mr. Criden and Mr. Singer. These warrants have an exercise price of $0.15 per share and are exercisable for a period of five (5) years.

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USE OF PROCEEDS

~~Any~~We ~~net~~will not receive any proceeds from ~~any~~the sale of shares of our common stock ~~covered~~ by ~~this prospectus~~the Selling Stockholders, but we will bereceive ~~received~~the byexercise price from the ~~Selling~~Holders in connection ~~Stockholders.~~with Wethe ~~will~~exercise ~~not~~of ~~receive~~the ~~any~~Warrants. Any net proceeds from ~~from~~any ~~the~~ sale of shares of our common stock covered by this prospectus will be received by the Selling Stockholders.

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Index to Financial Statements

SELLING STOCKHOLDERS

Of the ~~550~~67,~~000~~978,183 shares of our common stock registered for public resale pursuant to ~~this~~to this prospectus and listed under the column "“Shares Available for ~~Sale~~Sales Under ~~This~~ This Prospectus"” on the table set forth below, ~~450,000~~(1) ~~shares~~an ~~were~~aggregate ~~issued~~of in31,772,234 ~~connection~~shares ~~with~~may ~~our~~be ~~entry~~issued ~~into~~to the ~~Settlement~~below ~~Agreement~~listed ~~with~~accredited ~~Enable~~investors onin ~~June~~connection with the conversion of our 8% Secured Convertible Debentures (the “Debentures”), and ~~2006.~~(2) ~~These~~an ~~shares~~aggregate of ~~our~~32,313,761 ~~common~~shares ~~stock~~may ~~are~~be ~~included~~issued into ~~this~~the ~~prospectus~~below ~~pursuant~~listed toaccredited ~~registration~~investors ~~rights~~in weconnection ~~granted~~with inthe exercise of Warrants issued in connection with the ~~settlement.~~issuance ~~The~~of our Debentures and ~~remaining~~(3) an ~~100~~aggregate of 3,~~000~~892,188 shares ~~were~~may be issued asto ~~partial~~the ~~payment~~below ~~for~~listed ~~services rendered~~accredited ~~to the~~investors ~~Company~~in ~~pursuant~~connection towith athe ~~software~~conversion ~~license~~of ~~and~~the ~~services~~Series ~~agreement~~B Preferred Stock.

The ~~following~~ table below ~~presents~~has been prepared based upon the information furnished to us by the selling stockholders as of ~~June~~January 2622, ~~2006~~2008. The ~~and~~applicable percentages ~~sets~~of ~~forth~~beneficial ~~the~~ownership are based on an aggregate of 135,623,482 ~~number~~shares of ~~shares~~our ~~beneficially~~common ~~owned~~stock byissued ~~each~~and ofoutstanding ~~the~~on ~~Selling~~January ~~Stockholders~~22, as2008 or subject to issuance upon exercise of options and warrants, adjusted as may be required ~~the~~by ~~date~~rules ofpromulgated ~~this~~by ~~prospectus.~~the SEC. We are not able to estimate the amount of shares that will be held by each Selling Stockholder after the completion of this offering because: (1) the Selling Stockholders may sell less than all of the shares registered under this prospectus; and (32) to our knowledge, the Selling Stockholders currently have no agreements, arrangements or understandings with respect to the sale of any of their shares. The following table assumes that all of the shares being registered pursuant to this prospectus will be sold. The Selling Stockholders are not making any representation that any shares covered by this prospectus will be offered for sale. Except as otherwise indicated, based on information provided to us by each Selling Stockholder, the Selling Stockholders have sole voting and investment power with respect to their shares of common stock.

Name of Selling Stockholder	Number of Shares of Common Stock Owned Before the Offering		Percent of Common Stock Owned Before the Offering		Shares Available for Sale Under This Prospectus		Number of Shares of Common Stock To Be Owned After Completion of the Offering		Percent of Common Stock to be Owned After Completion of the Offering
NameOf Selling Stockholder	Number Of Shares Of Common Stock Owned Before The Offering (1)			Percent Of Common Stock Owned Before The Offering				Shares Available For Sale Under This Prospectus		Number Of Shares Of Common Stock To Be Owned After Completion Of The Offering		Percent Of Common Stock To Be Owned After Completion Of The Offering
Enable Growth Partners L.P. (1)	632,991		1.3%		450,000		—		*
Enable Growth Partners LP (2)		25,312,500			18.1	%			25,312,500		-		*
INSYSTCOM, Inc. (2)	100,000		*		100,000		—		*
Enable Opportunity Partners LP (3)		2,812,500			2.0	%			2,812,500		-		*
Forté Partners, LLC (4) (5)		20,052,223			14.4	%			20,052,223		-		*
Iroquois Master Fund Ltd. (6)		2,812,500			2.0	%			2,812,500		-		*
Ladasa Investments, Inc. (7)		725,347			*				703,125		22,222		*
Drew Arnold		391,250			*				291,250		-		*
Jerry W. Bratton		1,799,281			1.3	%			1,599,281		200,000		*
Chris Carson		391,250			*				291,250		-		*
Michael Criden		4,346,978			3.1	%			2,905,312		1,441,666		1.0	%
Joseph Fitzpatrick		341,250			*				291,250		-		*
Ray Jones		1,609,491			1.2	%			1,509,491		-		*
Todd Katz		4,218,750			3.0	%			4,218,750		-		*
William J. Loughman (5)		1,275,313			*				1,195,313		80,000		*
John L. Walters		840,625			*				703,125		137,500		*
Glenn Singer (8)		5,040,313			3.6	%			2,905,313		2,135,000		1.5	%
KLC Ventures (9)		25,000			*				25,000		-		*

* Less than 1%.________________________

**Less than ~~Beneficial ownership is determined in accordance with the rules of the SEC~~1%. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of June 26, 2006, are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Percentage of ownership is based on 50,450,617 shares of common stock outstanding (including 3,436,665 shares of the Preferred Stock currently convertible into one share of common stock each) as of June 26, 2006.

~~(1)~~** Beneficial ~~Mitch~~ownership ~~Levine~~is ~~and~~determined ~~Brendan~~in ~~O’Neill~~accordance ~~are~~with the ~~only~~rules ~~natural~~of ~~persons~~the ~~who~~SEC. Shares ~~exercise~~of ~~shared~~common ~~voting~~stock orsubject ~~dispositive~~to ~~powers~~options ~~with~~or ~~respect~~warrants tocurrently ~~the~~exercisable or exercisable ~~shares~~within ~~held~~60 days of ~~record~~January by22, ~~Enable.~~2008, ~~Mitch~~are ~~Levine~~deemed isoutstanding afor computing ~~principal~~the inpercentage ~~Enable’s~~ownership ~~general~~of ~~partner.~~the ~~Enable~~stockholder ~~holds~~holding ~~shares~~the ofoptions ~~Smart~~or warrants, ~~Video~~but are not deemed outstanding for computing the ~~sole~~percentage ~~benefit~~ownership of any other stockholder. Percentage of ~~the~~ownership ~~fund’s~~is ~~limited~~based ~~partners~~on 135,623,482 ~~and~~shares of ~~with~~common nostock ~~pre-existing~~outstanding (including 4,150,521 ~~current~~shares orof ~~future~~Preferred ~~intent~~Stock currently toconvertible ~~distribute~~into ~~shares~~one share of ~~Smart~~common ~~Video~~stock each) as of January 22, 2008.

(21) ~~Wil~~The ~~Riner~~shares ~~exercises~~of ~~sole~~common ~~voting~~stock ~~and~~issuable ~~investment~~upon ~~power~~the exercise of ~~the~~warrants at a price of $0.15 per share is as follows: Enable Growth Partners LP, 11,250,000; Enable Opportunity Partners LP, 1,250,000; Forté Partners, LLC, 7,500,000; Iroquois Master Fund Ltd., 1,250,000; Ladasa Investments, Inc., 312,500; Drew Arnold, 125,000; Jerry W. Bratton, 644,125; Chris Carson, 125,000; Michael Criden, 1,291,250; Joseph Fitzpatrick, 125,000; Ray Jones, 648,663; Todd Katz, 1,875,000; William J. Loughman, 531,250; John L. Walters, 312,500 and; GHS Family Holdings, 1,291,250. The shares common stock issuable upon the exercise of ~~our~~warrants at a price of $0.10 per share is as follows: Drew Arnold, 110,000; Jerry W. Bratton, 150,000; Chris Carson, 110,000; Joseph Fitzpatrick, 60,000; KLC Ventures 25,000 and; Ray Jones, 150,000. The shares of common stock onissuable ~~behalf~~upon the exercise of ~~INSYSTCOM~~warrants, ~~Inc~~at a price of $0.064 per share, are as follows: Forté Partners, LLC, 3,177,223.

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~~Index~~ (2) Brendan O’Neil is the only natural person who exercises sole voting and dispositive powers with respect to ~~Financial Statements~~the shares of our common stock on behalf of Enable Growth Partners LP. Enable Growth Partners holds warrants to purchase 11,250,000 shares of common stock at an exercise price of $0.15 per share.

(3)

Brendan O’Neil is the only natural person who exercises sole voting and dispositive powers with respect to the shares of our common stock on behalf of Enable Opportunity Partners LP. Enable Opportunity Partners holds warrants to purchase 1,250,000 shares of common stock at an exercise price of $0.15 per share.

(4)

Forté acted as a finder for the private placement completed on December 17, 2007. The Company issued Forté warrants to purchase an aggregate of 7,500,000 shares of common stock at $0.15 per share and warrants to purchase an aggregate of 3,177,223 shares of common stock at $0.064 per shares and paid $203,342 in cash as a finders fee. Daniel McKelvey is the only natural person who exercises sole voting or dispositive powers with respect to the shares held of record by Forté. Forté is not a registered broker dealer.

(5)	Daniel McKelvey is a principal with Forté and is a director of the Company.

(6)

Josh Silverman is the only natural person who exercises sole voting and dispositive powers with respect to the shares of the Company’s common stock on behalf of Iroquois Master Fund Ltd. Iroquois Master Fund holds warrants to purchase 1,250,000 shares of common stock at an exercise price of $0.15 per share.

(7)	Gerald Wittenberg exercises sole voting and dispositive powers with respect to the shares of the Company’s common stock on behalf of Ladasa Investments Inc. Ladasa Investments Inc. holds warrants to purchase 312,500 shares of common stock at an exercise price of $0.15 per share.

(8)	Glenn Singer exercises sole voting and dispositive powers of the shares of the Company’s common stock on behalf of GHS Family Holdings Limited. GHS Family Holdings Limited holds warrants to purchase an aggregate of 1,291,500 shares of common stock at an exercise price of $0.15 per share.

(9)	Kirk Chewning exercises sole voting and dispositive powers of the shares of the Company’s common stock on behalf of KLC Ventures.

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PLAN OF DISTRIBUTION

~~The~~Each Selling ~~Stockholders~~Stockholder of the common stock and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the Over-the-Counter Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. ~~The~~A Selling ~~Stockholders~~Stockholder may use any one or more of the ~~the~~ following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

· to cover short sales and other hedging transactions made after the date that the registration statement of which this prospectus is a part is declared effective by the ~~Securities and Exchange Commission (“~~SEC”);

· ~~Broker~~broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the investor of shares, from the purchaser) in amounts to be negotiated., ~~The~~but ~~Selling~~except ~~Stockholders~~as doset ~~not~~forth ~~expect~~in ~~these~~a ~~commissions~~supplement ~~and~~to ~~discounts~~this toProspectus, ~~exceed~~in ~~what~~the iscase of an agency transaction not in excess of a customary brokerage commission in ~~the~~compliance with FINRA ~~types~~NASD Rule 2440; and in th case of ~~transactions~~a ~~involved~~principal transaction a markup or markdown in compliance with NASD IM-2440.

~~The~~In ~~Selling~~connection ~~Stockholders~~with ~~may~~the ~~from~~sale ~~time~~of tothe ~~time~~common ~~pledge~~stock or ~~grant~~interests atherein, ~~security~~the ~~interest~~Selling inStockholders ~~some~~may orenter ~~all~~into ofhedging ~~the~~transactions ~~Shares~~with ~~owned~~broker-dealers byor ~~them~~other financial ~~and~~institutions, ifwhich ~~they~~may ~~default~~in turn engage in short sales of the common ~~performance~~stock ofin ~~their~~the ~~secured~~course ~~obligations,~~of hedging the ~~pledgees~~positions orthey ~~secured~~assume. The ~~parties may~~Selling ~~offer~~Stockholders ~~and~~may also sell shares of the common stock ~~from~~short ~~time~~and deliver these securities to ~~time~~close ~~under~~out ~~this~~their ~~prospectus~~short positions, or ~~under~~loan anor ~~amendment~~pledge the common stock to ~~this~~broker-dealers ~~prospectus~~that ~~under~~in ~~Rule~~turn ~~424(b)(3)~~may sell these securities. The Selling Stockholders may also enter into option or other transactions with ~~applicable~~broker-dealers ~~provision~~or ofother ~~the~~financial ~~Securities~~institutions ~~Act~~or ~~amending~~ the ~~list~~creation of ~~Selling~~one or more ~~Stockholders~~derivative tosecurities ~~include~~which require the ~~pledgees~~delivery to such broker-dealer or other financial institution of shares offered by this prospectus, ~~transferees~~which shares such broker-dealer or other ~~successors~~financial ininstitution may resell pursuant to this ~~interest~~prospectus (as ~~Selling~~supplemented ~~Stockholders~~or ~~under~~amended ~~this~~to ~~prospectus~~reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

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We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgees, transferees or other successors in interest as Selling Stockholders under this prospectus .

Upon our being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon our being notified in writing by a Selling Stockholder that a donee or pledge intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The Selling Stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the Selling Stockholders and/or the purchasers of the securities.

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Index to Financial Statements

The Selling Stockholder that is affiliated with a registered broker-dealer has confirmed to us that, at the time it acquired the securities subject to the registration statement of which this prospectus is a part, it did not have any agreement or understanding, directly or indirectly, with any person to distribute any of such securities. The Company has advised each Selling Stockholder that it may not use shares registered on the registration statement of which this prospectus is a part to cover short sales of our common stock made prior to the date on which such registration statement was declared effective by the SEC.

We are required to pay certain fees and expenses incident to the registration of the shares. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect and (ii) such time as all of the shares have been publicly sold.-14-

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Index to Financial Statements

SELECTED FINANCIAL DATA

The selected historical financial information presented below is derived from our audited consolidated financial statements for the years ended December 31, 2001, 2002, 2003, 2004 and 2005. The selected quarterly financial information was derived from our unaudited consolidated financial statements for the periods ended March 31, June 30 and September 30, for the years 2002, 2003 and 2004, respectively.

The unaudited financial statements include all adjustments including normal recurring adjustments, that management considers necessary to fairly present the Company’s financial position and results of operations. Operating results for the three months period ended March 31, 2006 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, 2006.

The acquisition of all of the outstanding capital stock of OVT, Inc. on November 26, 2002, was treated for accounting purposes as a reverse acquisition, and the transaction has been accounted for as a recapitalization. We accounted for the acquisition using the purchase method of accounting. Therefore, the historical financial statements of the predecessor entity are reflected as our historical financial statements.

The data set forth below should be read in conjunction with the financial statements and accompanying notes incorporated by reference.

Selected Historical Financial Data

	For the Years Ended
	December 31,
	2001			2002			2003			2004			2005
Income Statement Data:
Total revenue	$	—		$	2,750		$	63,451		$	118,733		$	197,257
Total operating expenses		434,738			611,386			3,242,754			6,839,685			19,021,511
Loss from operations		(434,738	)		(689,476	)		(3,179,303	)		(6,720,952	)		(18,824,254	)
Net loss		(444,639	)		(689,476	)		(3,859,141	)		(6,792,930	)		(19,740,274	)
Loss per share		(0.16	)		(0.17	)		(0.51	)		(0.35	)		(0.76	)
Weighted average common shares used to compute basic and diluted net loss per share		2,280,547			4,127,243			7,540,849			19,208,345			26,093,554
Other Financial Data:
Net cash used in operating activities		(250,616	)		(184,850	)		(1,530,148	)		(2,566,031	)		(5,351,783	)
Net cash used in investing activities		31,749			—			(102,981	)		(189,191	)		(764,479	)
Net cash provided by financing activities		222,162			177,838			1,925,385			2,844,816			11,521,236
Balance Sheet Data:
Total Assets	$	29,484		$	1,335,242		$	452,309		$	719,551		$	11,920,674

Selected Quarterly Financial Data (Unaudited)

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter			Total
Three months ended March 31, 2006:
Total revenue	$	112,967		$	—		$	—		$	—		$	112,967
Loss from operations		(3,431,211	)		—			—			—			(3,431,211	)
Net loss	$	(3,386,404	)	$	—		$	—		$	—		$	(3,386,404	)
Year ended December 31, 2005:
Total revenue	$	25,132		$	38,360		$	58,248		$	75,517		$	197,257
Loss from operations		(2,020,338	)		(4,447,813	)		(3,992,767	)		(8,363,336	)		(18,824,254	)
Net Loss	$	(2,218,558	)	$	(4,440,183	)	$	(4,044,926	)	$	(9,083,935	)	$	(19,740,274	)
Year ended December 31, 2004:
Total revenue	$	42,831		$	19,703		$	34,346		$	21,853		$	118,733
Loss from operations		(707,463	)		(954,723	)		(1,646,563	)		(3,412,203	)		(6,720,952	)
Net loss	$	(781,153	)	$	(965,889	)	$	(1,620,358	)	$	(3,425,530	)	$	(6,792,930	)

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Index to Financial Statements

DESCRIPTION OF OUR BUSINESS

~~SmartVideo~~uVuMobile, ~~Technologies,~~ Inc. is(hereinafter asometimes ~~provider of video content distribution services and~~referred ~~technology.~~to ~~Incorporated in 1984~~as “uVuMobile™,” the “Company ~~acquired OVT~~,” ~~Inc.~~“we,” ~~d/b/a SmartVideo~~“us,” inor ~~November~~“our”) ~~2002.~~is ~~Since the acquisition of OVT, the Company’s~~a ~~business~~provider ~~has been that~~ of ~~SmartVideo~~video ~~Technologies,~~content ~~Inc.~~distribution ~~Although the core business of the Company has remained constant, the Company has changed its focus from distributing business-to-business~~ services ~~to the distribution of video~~and ~~content to consumers~~technology.

~~Since~~Incorporated ~~2002~~in 1984, the Company acquired ~~has~~OVT, ~~been~~Inc., d/b/a ~~video content aggregator~~SmartVideo, ain ~~technology~~November ~~provider~~2002, and a ~~distributor~~subsequently ofchanged ~~video~~its ~~content~~name to SmartVideo ~~consumers~~Technologies, ~~connected to the public Internet~~Inc. ~~We are~~ inAlthough the core business of ~~purchasing~~ the ~~rights~~Company ~~to video/television content and~~has ~~delivering~~remained ~~that video content to subscribers for a fee. Additionally~~constant, ~~we anticipate being in~~ the ~~business~~Company ofhas ~~providing~~changed ~~managed~~its ~~services~~focus ~~for~~from ~~Internet~~distributing ~~network operators (carriers) and for major content producers, owners and distributors. We intend~~ business-to-business ~~continue expanding our market opportunity by delivering video~~ services to ~~all~~the ~~forms~~distribution of ~~devices~~video ~~capable~~content ~~of receiving an~~to ~~Internet Protocol (IP) data stream and rendering this data stream into visible images on displays~~consumers.

InSince ~~January 2005~~2002, the Company ~~launched~~has ~~its~~been ~~direct-to-consumer~~a provider ~~mobile~~of ~~video~~technology ~~service.~~engaged in the aggregation and distribution of streaming ~~The~~video ~~Company~~content ~~provides~~to ~~its~~consumers ~~customers~~connected ~~with~~to ~~access~~the topublic ~~high-quality~~Internet. ~~video~~The ~~programming~~Company has ~~that~~been isin ~~transmitted~~the ~~directly~~business toof ~~its~~purchasing ~~customers’~~the ~~SmartPhone~~rights ~~cellular~~to ~~handsets~~video and television content and delivering that content to ~~Wi-Fi~~subscribers ~~enabled~~for ~~PDA~~a ~~devices~~fee. ~~The~~Additionally, the Company also ~~believes~~provides managed ~~that~~services itfor isInternet ~~the~~network ~~only~~operators ~~service~~(carriers) ~~provider~~and ~~who~~for ~~currently~~major ~~has~~producers, ~~subscribers~~owners onand ~~all~~distributors of ~~the~~content. ~~major~~The ~~U.S.~~Company ~~Cellular~~intends ~~Carriers.~~to ~~The~~continue ~~Company~~expanding ~~provides~~its ~~demonstration~~market opportunities ~~accounts,~~by ~~where~~delivering wevideo ~~have acquired~~services ~~the~~to ~~necessary~~all ~~video~~forms ~~distribution~~of ~~rights,~~devices tocapable ~~viewers~~of inreceiving ~~more~~an ~~than~~Internet 75Protocol ~~countries,~~(IP) data ~~operating~~stream onand ~~more~~rendering ~~than~~that ~~200~~data ~~carriers~~stream into visible images on displays.

~~The~~In ~~Company~~January ~~believes~~2005, ~~it provides one of~~ the ~~most~~Company ~~extensive collections of~~launched ~~programming~~its ~~available~~direct-to-consumer ~~in the~~ mobile video ~~industry.~~service Inproviding ~~general,~~its ~~the~~customers ~~Company~~with access ~~pays for~~to ~~the~~high-quality ~~distribution~~video ~~rights~~programming onthat ~~either~~is atransmitted ~~fixed-fee~~directly ~~per~~to ~~subscriber, per month~~SmartPhone ~~basis~~cellular orhandsets onand ato ~~revenue~~Wi-~~sharing~~Fi ~~basis~~enabled PDA devices. ~~Some~~In ofaddition, the ~~content~~Company has developed Real ~~deals~~Time ~~have~~Streaming ~~minimum~~Protocol (RTSP) and Java 2 Platform, ~~guarantees~~Micro ~~per~~Edition ~~month.~~(J2ME) compatibility.

~~The~~During ~~Company licenses~~ the ~~distribution~~fourth ~~rights~~quarter onof ~~either a “fixed-fee~~2006, ~~per subscriber,~~the ~~per~~Company ~~month”~~expanded ~~basis~~its orproduct onofferings ato ~~revenue-sharing~~include ~~basis.~~a ~~These~~new ~~license~~suite ~~fees~~of ~~are payable~~mobile totechnology ~~the~~and content ~~owners~~solutions, ~~producers,~~bringing ortogether ~~distributors~~a ~~for~~myriad ~~each~~of ~~respective channel.~~implementation ~~Licensee fees range from $0.04 per subscriber~~choices, ~~per~~business ~~month~~models toand ~~$.50~~marketing ~~cents on our subscription model~~plans. ~~With~~The ~~respect~~Company tobelieves ~~certain~~these ~~of our content offerings, we share~~new atproducts awill ~~rate~~aid ofour ~~50%~~customers ofthat ~~the~~are ~~net~~seeking ~~collected~~to ~~revenues.~~capitalize ~~The pricing is based~~ on mobile ~~individual~~technology ~~negotiations~~opportunities. ofThese ~~the~~new ~~specific~~media ~~rights~~services ~~(including~~combine ~~geographic and technology platforms)~~TV, ~~the amount and quality of the content~~radio, and ~~the estimated~~other ~~appeal~~media ofplatforms ~~the~~with ~~content~~user-friendly ~~to our current and prospective subscribers. For 2005~~personalization, ~~the majority~~ ofinteractivity ~~our revenue has come from a per subscriber, per month, fixed fee arrangement. For 2006~~ and ~~subsequent years, we are targeting a diverse~~targeted ~~subscriber base in the mobile entertainment industry~~advertising.

~~Content~~Recent ~~Line Up~~Developments

~~The~~On ~~Company~~December ~~currently delivers the following video content to our subscribers: ABC News Now~~17, ~~ABC News~~2007, ~~CNBC~~uVuMobile, ~~MSNBC,~~Inc. ~~NBC~~(the ~~Mobile,~~“Company”) ~~The~~entered ~~Weather~~into ~~Channel~~a ~~Live, The~~definitive ~~Weather~~agreement ~~Channel~~(the ~~Local~~“Securities &Purchase ~~Regional~~Agreement”) ~~Forecast,~~to ~~Court~~sell TV$2,033,423 ~~FOX~~of ~~Sports,~~its ~~Vegas~~8% ~~Sports,~~Secured ~~DIC~~Convertible ~~Cartoons,~~Debentures E!(the ~~Entertainment,~~“Debentures”) ~~Fun~~to ~~Little~~institutional ~~Movies,~~and ~~IFILM, Professional~~private ~~Championship~~investors ~~Wrestling~~(collectively, ~~and~~the ~~Rascals~~“Investors” ~~Comedy~~or ~~Classics~~“Holders”).

WeThe ~~also have~~Debentures ~~obtained~~bear interest at the ~~necessary~~rate ~~rights,~~of ~~and~~8% ~~anticipate~~per ~~including~~annum ~~the~~and ~~following~~mature on December ~~video~~17, ~~content~~2009 to(the ~~our~~“Maturity ~~subscribers~~Date”). The ~~over~~Company shall pay interest to the holders ~~next~~of ~~quarter:~~the ~~BMANIA~~Debentures quarterly on each of January 1, ~~CHRONICLE~~April 1, ~~COLOURS~~July 1, ~~PUMA~~and October ~~TV,~~1 TVof ~~SUPERSTORE,~~each ~~Gospel~~year ~~Music~~prior ~~Television,~~to ~~3ABN,~~the ~~BYU,~~Maturity ~~Daystar~~Date ~~Television~~of the ~~Network,~~Debentures. The ~~Golden~~Debentures ~~Eagle~~are ~~Broadcasting,~~also ~~INSP,~~convertible ~~JCTV,~~into ~~NuGospel~~shares ~~Broadcasting,~~of ~~TBN~~the Company’s common stock at a conversion price of $0.064 per share, subject to ~~The~~adjustment in accordance with terms of the Debentures. Any voluntary ~~Church~~conversion ~~Channel,~~by ~~FAMILYNET,~~the ~~CINE~~Investors ~~MEXICANO,~~of ~~LTV~~the Debentures is subject to a Beneficial Ownership Limitation (~~LATIN~~as TVdefined in the Debentures),. In ~~TBN~~addition, ~~ENLACE~~the Debentures ~~USA,~~are subject to a forced conversion (the “Forced Conversion”) in all TVor in part by the Company in the event that the daily volume weighted average ~~CHILE,~~stock TVprice ~~COLOMBIA~~of ~~and~~the ~~VIDAVISION~~Company’s common stock for any twenty (20) consecutive trading days exceeds $0.256. The Debentures are secured by all of the assets of the Company pursuant to a Security Agreement.

WeIn ~~are~~connection inwith the Debentures, the Company issued to certain investors the ~~continuous~~Enable ~~discussion~~Purchaser ~~with~~Warrants ~~content~~and ~~owners~~the ~~and~~Forte ~~distributors~~Purchaser Warrants. The Enable Purchaser Warrants and wethe ~~intend~~Forte toPurchaser Warrants have substantially ~~obtain~~ the ~~rights~~same toterms ~~distribute~~and ~~additional~~conditions ~~content.~~and Wegive ~~intend~~the torespective ~~add~~Holders ~~content~~the right to ~~in the~~purchase ~~areas~~a total of ~~sports~~12,500,000 ~~music~~ and ~~other~~7,500,000 ~~general~~shares ~~entertainment.~~of ~~Additionally~~the Company’s common stock, werespectively, at an exercise price of $0.15 per share for a period of ~~believe~~five ~~that~~(5) ~~local~~years. Of ~~news,~~the ~~weather~~shares registered for sale under this prospectus, ~~sports~~3,177,223 ~~community~~shares ~~affairs,~~are ~~and~~issuable ~~event~~upon exercise of warrants, exercisable ~~programming~~for ~~(“local~~a ~~programming”)~~period ~~will~~of ~~play~~five years at a ~~key~~price ~~part~~of in$0.064 ~~our~~per ~~subscriber~~share ~~growth,~~in connection with ~~long-term~~the Debenture ~~service~~issued ~~adoption~~to the finder of the Debenture, ~~and~~Forte ~~subscriber~~Partners ~~loyalty~~LLC (“Forte”), as a finders fee.

~~Subscription~~The ~~Process~~Company also issued 664,063 shares, 1,614,062 shares and 1,614,063 shares of its Convertible Preferred Stock, respectively, to William J. Loughman, its Chief Executive Officer, and Michael Criden and Glenn Singer, Directors of the Company, in consideration for the cancellation of debt owed by the Company to each of these individuals. In connection with the issuance of these shares of Convertible Preferred Stock, the Company also issued warrants to purchase 531,250; 1,291,250; and 1,291,250 shares of the Company's common stock, respectively, to each of Mr. Loughman, Mr. Criden and Mr. Singer. These warrants have an exercise price of $0.15 per share and are exercisable for a period of five (5) years.

ToThe ~~subscribe~~Company tois ~~our~~obligated ~~service,~~to ~~customers~~file ~~download~~ a ~~small~~registration ~~software~~statement ~~application~~with tothe Securities and ~~their~~Exchange ~~mobile~~Commission ~~handset~~within or45 ~~computer,~~days ~~which~~of ~~includes~~December ~~security~~17, ~~features~~2007, ~~and~~which ~~a desktop~~registration ~~icon.~~statement ~~Subscribers~~will ~~use~~include ~~their~~the ~~credit~~common ~~card~~stock tounderlying ~~pay~~the ~~for~~Debentures and ~~activate~~the ~~their service.~~common ~~The~~stock ~~activation~~underlying ~~process~~the ~~requires~~Warrants noissued ~~special~~in ~~equipment,~~connection ~~nor~~with ~~does~~the itprivate ~~typically~~placement ~~require~~of the ~~technical assistance~~Debentures. The ~~For~~registration ~~those~~statement ~~subscribers~~must ~~that~~be ~~have~~declared ~~technical~~effective ~~difficulty~~within or120 ~~questions,~~days wefrom ~~provide~~December a17, ~~toll-free number to access a 24-hour call center~~2007.

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Index to Financial Statements

The Company launched the service with only a monthly subscription package with up-charges for additional premium content offerings. In addition to the monthly subscription, we currently offer weekly and daily packages, which are more appealing to consumers connected through Wi-Fi hotspots.

Since the launch of the service in January 2005, we have acquired subscribers through a commerce portal included on the Company website, as well as from links from various third-party websites. We have also promoted our service through an aggressive public relations campaign that featured articles and information about the Company utilizing print, on-line, radio and television channels, geared towards driving potential subscribers to sample our service on a trial basis and ultimately subscribe to the service. Our successful public relations campaign has generated coverage in Wireless Week, TV Week, Broadcast & Cable, ABC News, Wall Street Journal Online, CBS News, Chicago Tribune, Los Angeles Times, Forbes, Boston Globe, The Tony Danza Show and Dow Jones Newswire, as well as many other prestigious media outlets. Moving forward, the Company plans to market and promote our service to potential subscribers through a combination of general media advertising, co-op advertising with partners and distributors, and through co-marketing arrangements with our content providers.

Subscription Figures

As of March 1, 2006, we had approximately 2,500 subscribers for all our subscription packages. Additionally, we had approximately 1,500 non-paying trial subscribers. These numbers are indicative of: 1) insufficient funding for deployment of all the content channels for which we have obtained rights; 2) insufficient funding to develop and support distribution programs; and 3) insufficient financial support for marketing resources. With the infusion of operating capital resulting from the Company's financings in November and December 2005, these problems are being addressed.

Key Strengths

Our principal business is characterized by the following key strengths:

Core Technology. We have developed a core technology platform that is optimized for the efficient utilization of Internet bandwidth in conjunction with streaming video. We believe that we deliver the highest quality video stream for any given Internet bandwidth utilized. Surrounding the core technology are a series of modules that aid content owners in the protection of their intellectual property, aid us in the execution of our geographic rights commitments to content owners, provide for the programming, billing, reporting, data-mining and quality of service (QOS) monitoring, and provide tools that allow carriers to manage the utilization of their networks.

Compatibility. We believe that we have deployed a technological infrastructure that is compatible with nearly all data network configurations, Wi-Fi data networks, and a significant number of handset models. We believe that our key technological strengths include:

1. Delivery of live, on-demand, and download-and-play television and video programming to SmartPhones, computers and set-top boxes;

2. Microsoft Windows OS, Linux and Symbian OS (6.0 and above) handsets, which accounts for more than 15% of mobile handsets, MS Windows and Linux computers along with set-top boxes;

3. Microsoft PocketPC and Windows CE OS handsets, which accounts for nearly 50% of all PDA handsets; and

4. 15+ Frames Per Second (FPS) on 2.5g cellular data networks;

5. 24+ FPS on current and planned 3g cellular data networks;

6. 25+ FPS on Wi-Fi data networks, which is virtually a “TV-like” experience for the subscriber;

7. 25+ FPS on fixed-wire networks for compatability with computers and set-top boxes connected to televisions; and,

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Index to Financial Statements

8. A real-time monitoring capability and the deployable tools enabling the carrier to actively manage the consumption of carrier network resources at a system-wide level, a regional level, the MTSO level, and the base station level.

High-Quality Picture and Sound. We believe our programming provides customers with high quality video for a given bandwidth. We believe that our live linear video feed compares favorably to download-and-play technology, without the extended wait time for the download to complete. This reduced wait time and high quality provide a significant competitive advantage. We believe that quality is a key differentiation between our service and all competing services.

Substantial Channel Capacity and Programming Content. As a result of our technical architecture and system capacity, we believe that we are able to deliver to our customers one of the widest selections of programming available today.

Access to Global Media Companies. We formed a Board of Advisors in 2004, whose primary role is to advise us on the development of relationships with global media companies. Our Board of Advisors consists of leading current and past executives from media production and distribution companies. The Board of Advisors is actively engaged with the Board of Directors and the Company management. The Board of Advisors consists of:

Herman Rush - Former Chairman and Chief Executive Officer of Coca-Cola Telecommunications, former Chief Executive Officer of Columbia Picture Television Group, Executive Producer of the Montel Williams Show for seven years. Mr. Rush is a past Governor of the Board of Governors of the Television Academy of Arts and Sciences.

Joseph Indelli - Former President of MTM (Mary Tyler More) Television Distribution Group, former President of Columbia Pictures TV Distribution, and former Senior Vice President of Metromedia Producers Corp.

Peter Sealey - Founder and Chief Executive Officer of Los Altos Group. He spent 21 years at The Coca-Cola Company holding a variety of key positions including Chief Marketing Officer. Mr. Sealey has served as a management consultant to leading firms including Sony New Technologies, Anheuser-Busch, Visa U.S.A., UPS, Johnson & Johnson, Hewlett-Packard, Eastman Kodak and Nokia.

James Rosenfield - Owner/President of JHR & Associates. He is the former Managing Director at Veronis Suhler & Associates Investment Bankers, past Chairman and Chief Executive Officer of John Blair Communications, and has held various senior management positions at CBS.

Frederick Pierce - Former President of the American Broadcasting Companies including the acquisition, operation and creation of ESPN, Lifetime and Arts & Entertainment Networks. Mr. Pierce also served as President of ABC Television and Executive Vice President and President of ABC, Inc. He has also served on the board of directors of Capital Cities/ABC Inc.

Robert L. Friedman - Former President of AMC Theatres Entertainment International. Prior to AMC, Mr. Friedman was President of Columbia Pictures Distribution and was also associated for 20 years in various executive positions at United Artists Corporation, including Executive Vice President of Distribution and Marketing.

James D. Tate - Mr. Tate is a well known business and civic leader in South Florida and is Co-owner and CEO of Bongo Apparel and TKO Apparel, Co-owner of Tate Realty and Co-owner and President of Tate Development Corp. He has served on numerous boards both past and present and has received numerous prestigious business and civic awards.

Robert Rubin - Mr. Rubin is CEO of Topp Group, Inc., a holding company that has created several wireless telecommunications business. He is also a managing partner of Apex Capital Corp. Mr. Rubin is the former President and founder of Litestream Technologies, a joint venture between Rubin and TECO Energy, former President of Strategic Technologies, a subsidiary of Lennar Corp., both NYSE companies, and former President and member of the Board of Directors of Peoples Telephone Company. Mr. Rubin is also a CPA and an attorney having specialized in M&A and securities transactions.

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Our Business Strategy

Our overall goal is to ~~provide~~capitalize ~~customers~~on athe ever ~~high~~increasing ~~quality~~demand ~~Internet~~by ~~television~~consumers for personalized and interactive ~~experience.~~entertainment ~~For~~in ~~our~~the ~~consumer~~mobile ~~branded~~technology ~~service~~industry. In connection with this goal, ~~our~~the ~~strategy~~Company ~~focuses~~provides onits ~~offering~~clients with high-quality, interactive media ~~our~~solutions ~~customers~~to ~~differentiated~~mobilize ~~and~~their ~~exclusive~~ content,. The initial ~~attaining~~target ~~leadership~~market inincludes ~~technology~~media and ~~enhancing~~entertainment ~~our~~companies, ~~sales~~consumer and ~~marketing~~retail brands, ~~distribution~~portals and ~~customer~~ ~~service~~user oriented communities.

For our prospective managed service offerings, we provide a range of services. We have developed a tiered deployment strategy ranging from a pure sell-thru relationship with the carrier, the Fast-Start program, to the Partner Program, a fully integrated technology solution that is deployed within the carrier network. We recognize that each carrier has different business goals, objectives, timing, and deployment processes - the Programs are guideposts that can be tailored for each carrier's specific needs. We intend to consult with the carrier to develop the most appropriate support program, create an implementation process, and support the carrier throughout the relationship.

Fast-Start Program. The Fast-Start Program is a television service sell-thru program whereby we provide all the necessary program elements for the carrier; including content, a subscriber commerce portal, a demonstration portal, and all the network elements to deliver the service.

The carrier actively markets the service to its SmartPhone subscribers in their general advertising, press and publicity campaigns. The Fast-Start Program may be activated on a six-week expedited schedule.

The Fast-Start Program is technically an accessory, meaning it is non-invasive, no technical modifications, and no infrastructure additions, no certifications or adaptations required. The carrier simply promotes live TV to their SmartPhones “Powered by The Company.” At this level, the carrier is a reseller of the Company branded service.

The Co-Op Program. In the Co-Op Program, the carrier takes a more active role in providing content, where they may already have content relationships. Carriers may include their own content, branded as proprietary carrier content or The Company content, or both. We deliver infrastructure, Digital Rights Management (DRM) and program management. The carrier usually provides all subscriber commerce and significant marketing and promotion.

Partner Program. The Partner Program is designed to leverage the technical, marketing, and content relationships of the carrier. As a participant in the Partner Program, the carrier will deploy video publishing points within the carrier's network significantly reducing their costs for public Internet access. The deployment of the video publishing points requires an investment in media servers and the licensing of publishing software from us. We retain the responsibility for the content management and DRM.

Under the Partner Program, our services may be branded by the carrier. Under this scenario, the carrier is responsible for marketing the service to its subscribers and for the entire commerce transaction.

Carriers who wish to participate in the Partner Program but are concerned about the initial upfront investment involved in installing the publishing points may lease and install the hardware and software directly through us. We will also provide primary support for the system.

Key Initiatives:

~~Increase~~In ~~Number~~order ofto ~~Subscribers. We~~be ~~have reported~~successful ~~three~~with ~~major issues that need immediate improvement: 1) Deploy all~~our ~~content~~business ~~channels~~strategy, ~~where~~ we ~~have~~are ~~obtained~~focusing ~~the~~on ~~necessary rights; 2) Implement diverse and effective distribution programs; and 3) Increase marketing resources. The completion of~~ the ~~Company's~~following ~~financings in November and December~~key ~~2005 has provided the necessary resources to initiate solutions for each of these issues.~~initiatives:

1.Increase Sales of our Products To- ~~date,~~We believe that improvement in the wefollowing ~~have~~areas ~~deployed~~will ~~approximately~~facilitate 15increased ~~channels~~sales of ~~content.~~our Weproducts: ~~are re-addressing~~1) ~~the~~Implementation of diverse and effective distribution programs; 2) ~~type,~~Increasing ~~format,~~our marketing ~~mix~~resources and ~~packaging~~3) ofContinuing ~~all~~to ~~our~~develop ~~content~~exciting new ~~offerings.~~media solutions.

~~2. The~~Technology ~~Company~~Leadership ~~has~~- We ~~developed~~believe ~~programs~~ that ~~are~~technological leadership ~~designed~~will play an important role in our ability to beintroduce ~~appealing~~services that are customer-friendly at a reduced cost. We intend to ~~traditional~~continue developing ~~retailers,~~our ~~Internet~~core ~~retailers~~technology, ~~and~~with ~~distributors~~particular ofinterest ~~mobile~~in ~~handset~~new ~~devices~~media ~~and~~services that combine ~~plans.~~TV, ~~The~~radio ~~Company~~and isother ~~actively~~media ~~developing~~with ~~distribution~~user-friendly personalization and ~~relationships~~interactivity.

Expand the Number of Compatible Handsets -~~20-~~ Our products and services are compatible with Microsoft Windows Mobile O/S, Symbian O/S, J2ME and Palm wireless handsets, representing about 35 % of the U.S. market and all Windows O/S PDA devices, which comprise about 85% of all PDA handsets. We intend to expand our market opportunity by expanding the compatibility of our products and services with additional handset types and operating systems.

~~Back~~Key ~~to Table of Contents~~ Strengths

~~Index~~Core to Technology ~~Financial~~- We ~~Statements~~ have developed a core technology platform that is optimized for the efficient utilization of Internet bandwidth in conjunction with streaming video. We believe that we deliver the highest quality video stream for any given Internet bandwidth utilized.

~~3. The~~Adaptability ~~Company~~- We ~~has~~believe ~~increased~~that ~~the~~we ~~available~~can ~~manpower~~develop ~~in the Marketing Group. These~~custom ~~resources~~applications ~~are~~to ~~building~~meet ~~and~~the ~~implementing~~requirements ~~the~~of ~~distribution~~a ~~programs,~~variety ~~developing~~of application segments ~~advertising~~and integrate ~~strategies,~~feature ~~producing~~sets ~~literature,~~core ~~updating~~to ~~the~~each ~~Company~~of ~~Website,~~these platforms delivering comprehensive ~~and marketing~~turnkey tosolutions ~~potential~~for ~~distribution~~a ~~partners~~variety of mobile applications.

~~Enhanced~~Compatibility ~~Electronic~~- ~~Program Guide.~~ We believe ~~it is essential for customers to easily navigate through the multitude~~ ~~of channels~~ that we ~~offer.~~have ~~The~~a ~~issues associated with channel navigation are~~technological ~~particularly~~infrastructure ~~critical~~that ~~for~~is ~~mobile~~compatible ~~devices~~with ~~due~~nearly toall ~~the~~data ~~limited~~network ~~space available~~configurations, ~~on each~~Wi-Fi ~~screen,~~data ~~the limited functionality of many handsets~~networks, and ~~the~~a ~~relatively limited~~significant ~~bandwidth~~number ~~available,~~of ~~especially for 2~~handset models.~~5g cellular devices.~~

~~Expand~~High-Quality ~~International~~Picture ~~Programming.~~and Sound - We believe our programming ~~intend~~provides customers towith ~~continue~~high ~~expanding~~quality ~~our~~video ~~international~~for ~~programming~~a ~~because~~given webandwidth. We believe that our ~~there~~live islinear avideo ~~large~~feed ~~underserved~~compares ~~market~~favorably ~~for~~to ~~our services~~download-and-play technology, inwithout ~~markets~~the ~~outside~~extended ofwait time for the Udownload to complete.S. WeThis ~~have~~reduced ~~obtained~~wait time ~~worldwide~~and ~~rights~~high toquality ~~certain~~provide a significant competitive advantage. We believe ~~content~~that ~~and~~quality ~~plan~~is toa ~~expand~~key ~~our~~differentiation ~~subscriber~~between ~~base~~our ~~beyond~~service ~~the~~and Uall competing services.S.

~~Technology~~Product Leadership. We believe that technological leadership will play an important role in our ability to introduce services that are customer-friendly and reduce costs. We intend to continue the development of our core technology, with particular interest in the area of integration of third-party high-performance video and audio codecs.Offerings

~~Expand the number of Compatible Handsets.~~ Our ~~services~~principal ~~are~~business ~~compatible~~is ~~with Microsoft Windows Mobile O/S, Symbian O/S, and~~characterized ~~Linux~~by ~~O/S handsets, representing about 15% of~~ the ~~U.S.~~following ~~market~~product and all Windows O/S PDA devices, which comprise about 90% of all PDA handsets. We intend to expand our market opportunity by providing support for additional handset types and operating systems.offerings:

~~Enhanced~~Mobile ~~Sales~~Video ~~Distribution.~~Hosting Services - WeThe ~~intend~~Company tohas ~~increase~~developed ~~subscriber growth~~one of the byleading Mobile Content Delivery Networks (CDNs) in the digital media delivery ~~expanding~~services ~~our~~industry. ~~distribution~~We ~~while~~believe ~~enhancing~~that no other CDN can match our ~~sales~~performance in delivering high quality digital media over wireless networks. The Company's mobile hosting and ~~marketing~~streaming ~~along~~solutions ~~with~~enable the distribution of content to ~~customer~~mobile ~~service~~users on any carrier network and to multiple types of compatible devices. In addition to providing content management, encoding, hosting, streaming and reporting services for Live, Simulated Live or Video on Demand (VoD), we also provide the following value added services:

Multiple Billing Services - includes credit card, carrier direct bill and carrier PSMS (Premium Short Message Service)

Advertising Support - includes ad serving in streams, support of integration with mobile networks

Client Application Development - standard and custom application support

Content Services - The Company can sub-license to customers unique and compelling content packages

Mobile Marketing Solutions - The Company provides a complete suite of mobile marketing services which includes a Short Message Services (SMS) platform. At the core of our offering is the SMS Campaign Management Platform (CMP) which enables the Company to build and deploy a myriad of custom SMS applications rapidly to meet customer requirements. Our SMS platform is robust, easy to use and provides our messaging customers with an “in-house” campaign manager to create promotions and messaging.

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uVuRadio - The Company has developed and intends to market an innovative interactive mobile platform for the next generation of digital radio. We plan to combine innovative ground-breaking technology with content to create an interactive radio service for mobile data devices. The Company believes that this product will help revolutionize the radio industry, bringing what we believe to be some of the best terrestrial radio content combined with advanced mobile application features to wireless users.

The Company has developed a digital media solution that integrates local and syndicated terrestrial and Internet radio programming with IP communications and the rich media capabilities of mobile devices, delivering an exciting user experience that we believe will extend radio far beyond broadcast audio into a fully mobile and interactive multimedia experience.

Mobile Media Solutions - The Company provides a comprehensive turnkey solution for a variety of mobile applications delivering client and browser based applications across all major mobile platforms which include J2ME, BREW, Windows Mobile, Palm and WAP/xHTML. The Company can develop applications to meet the requirements of a variety of application segments and integrate feature sets core to each of these segments including:

Multimedia - pictures, music, movies, interactive text messaging, etc.

Commerce - mobile shopping, location based services, cross-promotional marketing, etc.

Communications - mobile IM, mobile e-mail etc.

Subscription Figures

As of December 31, 2007, the Company had approximately 23,000 subscribers for all of its subscription packages.

Competition

~~Our~~The mobile entertainment industry is still ~~early~~ in the early stage in its development cycle, with each competitor offering distinctive services and distinctive business models. Our competition includes companies that ~~that~~ offer video, audio, interactive programming, telephony, data and other entertainment services, including cable television, wireless companies, Direct-to-Home (DTH) companies, Regional Bell Operating Companies (RBOCs) and companies that are developing new technologies. Many of our competitors have access to substantially greater financial and marketing resources than we have. We ~~believe~~However, ~~that~~we believe that the quality and variety of video, audio, interactive programming, access to service, customer service and price are the key elements for gaining and maintaining market share.

~~Cellular~~Wireless Carriers. - We face substantial competition in the mobile video industry from cellular telephone companies. Most cellular carriers have a large, established customer base, and many have significant investments in companies that provide programming content. It is unclear whether a carrier developed and deployed product will be a long-term player in this market, or whether the carrier will co-brand and adopt the services of a content aggregator who provides a high value-added service and delivery infrastructure.

Content Aggregators. - We encounter competition in the mobile video industry from third-party content aggregators. These content aggregators perform services similar to ~~us; however,~~ ~~such companies presently do not deliver the quality of video image that we do on 2~~us.~~5g cellular networks.~~

Governmental Regulation

At this time, our service is not subject to any governmental regulation; however, in the future, we may be subject to U.S. government regulation, primarily by the FCC and, to a certain extent, by Congress, other federal agencies, state and local authorities and the International Telecommunications Union (ITU), a specialized agency of the United Nations within which governments and the private sector coordinate global telecommunications networks and services. Depending upon the circumstances, noncompliance with legislation or regulations promulgated by these entities could result in the suspension or revocation of our licenses or registrations, the termination or loss of contracts or the imposition of contractual damages, civil fines or criminal penalties.

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Index to Financial Statements

Employees

WeAs ~~presently~~of ~~have~~January 21, 2008, we 20had ~~full~~a ~~time~~staff of 14 employees. and consultants. We believe that our employee relations are good. None of our employees isare represented by labor unions.

~~Description of Property~~-17-

WeTable ~~currently sub-lease approximately 25,000 square feet~~ of office space. The office space currently serves as our corporate headquarters located in Duluth, Georgia. We pay rent of approximately $23,000 per month on a two year sub-lease which was entered into in May 2005. Contents

Legal Proceedings

From time-to-time, we are a party to claims and legal proceedings arising in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and allocates additional monies for potential losses on such litigation if it is possible to estimate the amount of loss and if the amount of the loss is probable.

On or about April 6, 2004, Rene Hamouth filed a Writ of Summons in the Supreme Court of British Columbia (Case No. SO41955) against us, our Chief Executive Officer and director, Richard E. Bennett, Jr. and our securities counsel, Edwards & Angell, LLP, a predecessor to Edwards Angell Palmer & Dodge LLP, seeking an unspecified amount of damages and costs for alleged libel of Mr. Hamouth resulting from two letters to his stockbroker, First Associates Investments, Inc. We and the other defendants have made an appearance in the court through respective legal counsel. On June 29, 2004, Mr. Hamouth filed an Amended Statement of Claim with the court. On November 19, 2004, the Court of Appeal for British Columbia granted Edwards Angell Palmer & Dodge LLP the right to appeal a chambers judge’s decision that the alleged libelous correspondence in question is covered by absolute privilege and granted a stay of the proceeding pending the outcome of the appeal. The appeal was heard in February 2005. On March 30, 2005, the court granted the appeal and dismissed the claim against Edwards Angell Palmer & Dodge LLP. Since the court’s entry of judgment in the appeal and to our knowledge, Mr. Hamouth has taken no further steps to pursue his claims against us or Mr. Bennett. We intend to vigorously defend any further actions taken by Mr. Hamouth in this matter.

On or about April 22, 2004, we filed a complaint in the United States District Court, North District of Georgia (Case No. 1:04-CV-1123) against Rene Hamouth, seeking the recovery of all profits realized by Mr. Hamouth resulting from his alleged violations of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to his purchases and sales of our common stock since approximately January 1, 2003. We are seeking damages in the amount of at least $151,428, interest on the amount of profits recovered and all other general and equitable relief to which we may be entitled. Since filing the complaint and serving Mr. Hamouth, Mr. Hamouth has filed an answer. The court has entered a scheduling order, approving the Joint Preliminary Planning Report and Discovery Plan. On March 16, 2005, we received notice that Mr. Hamouth’s attorney in this matter has withdrawn from the case. On April 15, 2005, we filed a motion for summary judgment on this matter. The motion was unopposed. On October 5, 2005, the Court granted our motion and executed a judgement for us in the amount of $172,342.32.

On November 15, 2004, we, our subsidiary, OVT, Inc., Robert J. Walters, Richard E. Bennett, Jr. and William R. Dunavant filed suit against Balboni Law Group, LLC, Gerardo M. Balboni, II, and Baker Donelson, Bearman, Caldwell & Berkowtiz, PC, in the State Court of Fulton County, Georgia, Civil Action (File No. 04V50744704). The suit alleges breach of contract, negligence and breach of fiduciary duty relating to the legal services provided by the defendants to the plaintiffs. The suit alleges that the defendants committed legal malpractice and breached their fiduciary duties to the plaintiffs in drafting, advising, and negotiating legal documents for the plaintiffs, including the Stock Exchange Agreement, dated November 19, 2002, among and between Armagh Group, Inc., OVT, Inc., Richard E. Bennett, Jr., Robert J. Walters, and William R. Dunavant. The suit also alleges certain conflicts of interests resulting from the defendants’ representation of others, including the Armagh Group, Inc. and Rene Hamouth. In the suit, the plaintiffs seek damages in an excess of $6,000,000. Pursuant to extensions provided by the plaintiffs, an answer to the suit has not yet been filed by the defendants. The parties are currently discussing the use of alternative dispute resolution procedures to resolve the suit, including mediation.

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Index to Financial Statements

On March 9, 2005, SmartVideo Europe, Ltd., or SVEL, which is not an affiliate of ours, announced its intention to bring legal action in the form of a mediation/arbitration against us in regard to our alleged repudiation and breach of a distribution agreement between the parties, dated April 2, 2004, which involved certain rights to distribute certain of our products. The dispute includes claims of SVEL that we had anticipatorily breached our agreement with SVEL, thus allegedly inhibiting the development of SVEL’s business utilizing our technology on an exclusive basis in 25 countries throughout the European Union. We contend that we had the right to terminate the agreement because of breaches by SVEL. We believe that the claim is wholly without merit and intend to defend the claim vigorously, if a legal action is ever instituted.

On November 29, 2005, ProNetworkTV, Inc. filed a Complaint for Equitable Relief in the Superior County Court of Gwinnett County, State of Georgia, (Civil Action Number 05-A-13684-2) against OVT, Inc. seeking the recovery of late fees in the amount of $100,614.80 alleged to be owed pursuant to a Promissory Note executed by OVT, Inc. in favor of ProNetworkTV, Inc. in the principal amount of $325,000. ProNetworkTV, Inc. alleges that OVT, Inc. failed to make payments when due under the Promissory Note. As a result of the alleged failure to makes such payments, ProNetworkTV, Inc. alleges that late fees accrued under the Promissory Note. We are presently evaluating ProNetworkTV, Inc.’s claim. There can be no assurances at this time that we will be successful in defending ProNetworkTV, Inc.'s claim.

On January 19, 2006, the Company received a letter on behalf of Mantra Films, Inc. demanding that the Company pay cash damages of $791,244 as a result of the Company's breach of its guarantee obligation under the terms of an agreement between Cell Phone Entertainment, LLC, Mantra Films, Inc. and the Company (as Guarantor) dated September 30, 2004. Mantra Films, Inc. alleges that Cell Phone Entertainment, LLC and the Company have failed to make certain guaranteed minimum license payments due under the agreement. As a result of the alleged failure to make such minimum payments, Mantra Films, Inc. has terminated the agreement. The $791,244 amount demanded represents the entire contract amount, including both past due payments and future guaranteed license fees, totaling minimum payments due pursuant to the agreement totaled $900,000, which amount has been reduced by payments made and certain prepaid insurance premiums in the amount of $108,756. As a result of the alleged failure to pay such minimum payment, Mantra Films, Inc. has terminated the agreement. We believe that we have meritorious defenses to any claims for payment under the agreement and we intend to vigorously defend against any such claims. There can be no assurances at this time that we will be successful in defending Mantra Films, Inc.'s damage claim.

On or about January 18, 2006, Wilson W. Hendricks, III filed a complaint in the County Court, Seventh Judicial Circuit, in and for St. John’s County, Florida against the Company for an unspecified amount of damages in excess of $15,000 relating to lost wages, unreimbursed business expenses and 500,000 non-qualified stock option as a result of the Company’s alleged breach of promise to employ Mr. Hendricks. The Company denies all liability to Mr. Hendricks and intends to vigorously defend itself against all clams made by him.

On or about April 10, 2006, 13 investors in the Company's private placement of common stock and warrants in December 2004 filed a complaint in the United States District Court, Northern District of Georgia (Case No. 1:06-CV-0850-MHS), against the Company, seeking damages in excess of $1.2 million as a result of the Company's alleged breach of the registration rights agreements with plaintiffs by restricting the plaintiffs' ability to sell their shares during the period late October 2005 through the third week in January 2006. The plaintiffs also seek additional damages in excess of $6.9 million as a result of the Company’s (i) alleged failure to "ratchet down" or reduce the exercise price of certain warrants and (ii) alleged breach of the registration rights agreements with plaintiffs by restricting plaintiffs' ability to exercise the warrants and sell the underlying shares during the period late October 2005 through the third week in January 2006. The Company believes that it has meritorious defenses to the claims for damages, and the Company will vigorously defend itself against all such claims.

On April 10, 2006, Christopher Smith and Paramount Trading Co., Inc. (“Paramount”) filed a Complaint in the United States District Court, Northern District of Georgia (Case No. 1:06-00849-MHS), against the Company, seeking damages in excess of $10.7 million for the Company's alleged breach of its obligation to make certain shares held by Mr. Smith and Paramount freely tradable. On May 22, 2006, the Company filed a Motion to Dismiss the Complaint. On May 26, 2006, the plaintiffs filed an Amended Complaint adding the current directors of the Company as additional defendants. In response to the Amended Complaint, the Company filed a second Motion to Dismiss on June 12, 2006. The Company believes that it has meritorious defenses to plaintiffs' claims, and the Company will vigorously defend itself against all such claims.

Except as set forth above, we believe that there are no material litigation matters at the current time. Although the results of such litigation matters and claims cannot be predicted with certainty, we believe that the final outcome of such claims and proceedings will not have a material adverse impact on our financial position, liquidity, or results of operations.

Segment Reporting

The Company has been operated and evaluated by management as a single operations segment in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 131 - “Disclosures about Segments of an Enterprise and Related Information.”

Seasonality and Backlog

Our business is not subject to significant seasonal fluctuations. There are no material backlogs in our business.

~~-23-~~Description of Property

~~Back~~We to currently ~~Table~~sub-lease approximately 4,500 square feet of ~~Contents~~office space at 2160 Satellite Boulevard, Suite 130, Duluth, GA 30097. The office space currently serves as our corporate headquarters located in Duluth, Georgia. We pay monthly rent of approximately $6,528 per month on a sub-lease which terminates on December 31, 2009.

~~Index~~Legal ~~to Financial Statements~~ Proceedings

~~MANAGEMENT’S~~From ~~DISCUSSION~~time-to-time, ~~AND~~the ~~ANALYSIS~~Company is a party to claims and legal proceedings arising in the ordinary course of business. The Company's management evaluates the exposure to these claims and proceedings individually and in the aggregate and allocates additional monies for potential losses on such litigation if it is possible to estimate the amount of loss and determine if the loss is probable.

~~This~~On ~~discussion~~or ~~presents~~about ~~management’s~~April ~~analysis~~6, 2004, Rene Hamouth filed a Writ of ~~our~~Summons ~~results~~in the Supreme Court of ~~operations~~British Columbia (Case No. SO41955) against us, our former chief executive officer and director, Richard ~~financial~~E. Bennett, ~~condition~~Jr. asand our former securities counsel, Edwards & Angell, LLP, a predecessor to Edwards Angell Palmer & Dodge LLP, seeking an unspecified amount of damages and costs for ~~each~~alleged libel of Mr. Hamouth resulting from two letters to his stockbroker, First Associates Investments, Inc. We and the ~~years~~other defendants ~~ended~~have ~~December~~made 31an appearance in the court through respective legal counsel. On June 29, ~~2005~~2004, Mr. Hamouth filed an Amended Statement of Claim with the court. On November 19, 2004, the Court of Appeal for British Columbia granted Edwards Angell Palmer & Dodge LLP the right to appeal a chambers judge's decision that the alleged libelous correspondence in question is covered by absolute privilege and ~~2003,~~granted a ~~respectively~~stay of the proceeding pending the outcome of the appeal. The ~~discussion~~appeal ~~should~~was heard in beFebruary ~~read~~2005. inOn ~~conjunction~~March ~~with~~30, 2005, the court granted the appeal and dismissed the claim against Edwards Angell Palmer & Dodge LLP. Since the court's entry of judgment in the appeal and to our ~~audited~~knowledge, ~~consolidated~~Mr. ~~financial~~Hamouth ~~statements~~has taken no further steps to pursue his claims against us or Mr. Bennett. On July 16, 2007, the Company entered into a General Release and Settlement Agreement with the ~~notes~~Hamouth ~~related~~Family ~~thereto~~Trust and Rene Hamouth. (See ~~which~~October ~~appear~~20, ~~elsewhere~~2006 inHamouth ~~this~~litigation paragraph ~~report~~below describing the settlement agreement.)

On or about April 22, 2004, we filed a complaint in the United States District Court, North District of Georgia (Case No. 1:04-CV-1123) against Rene Hamouth, seeking the recovery of all profits realized by Mr. Hamouth resulting from his alleged violations of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to his purchases and sales of our common stock since approximately January 1, 2003. We are seeking damages in the amount of at least $151,428, interest on the amount of profits recovered and all other general and equitable relief to which we may be entitled. Since filing the complaint and serving Mr. Hamouth, Mr. Hamouth has filed an answer. The court has entered a scheduling order, approving the Joint Preliminary Planning Report and Discovery Plan. On March 16, 2005, we received notice that Mr. Hamouth's attorney in this matter has withdrawn from the case. On April 15, 2005, we filed a motion for summary judgment on this matter. The motion was unopposed. On October 5, 2005, the Court granted our motion and executed a judgment for us in the amount of $172,342. On July 16, 2007, the Company entered into a General Release and Settlement Agreement with the Hamouth Family Trust and Rene Hamouth. (See October 20, 2006 Hamouth litigation paragraph below describing the settlement agreement.)

On March 9, 2005, SmartVideo Europe, Ltd., or SVEL, which is not an affiliate of ours, announced its intention to bring legal action in the form of a mediation/arbitration against us in regard to our alleged repudiation and breach of a distribution agreement between the parties, dated April 2, 2004, which involved certain rights to distribute certain of our products. The dispute includes claims of SVEL that we had anticipatorily breached our agreement with SVEL, thus allegedly inhibiting the development of SVEL's business utilizing our technology on an exclusive basis in 25 countries throughout the European Union. We contend that we had the right to terminate the agreement because of breaches by SVEL. On or about December 13, 2006, SVEL filed its Statement of Claim with the American Arbitration Association. The Company filed its response to the Statement of Claim on or about January 22, 2007. The parties have now agreed to mediate the matter prior to proceeding with arbitration. The mediation, which was set for October 23, 2007, has been postponed indefinitely.

On or about July 18, 2006, Manhattan Investments, Inc. (“Manhattan”) filed a Complaint against the Company in the United States District Court, Northern District of California (Case No. C-06-4379), alleging that the Company has wrongfully refused to remove the restrictive legend on a stock certificate representing 49,795 shares. The Complaint includes claims for breach of fiduciary and statutory duties, conversion and fraud, and seeks injunctive relief, as well as monetary damages. On October 2, 2006, the Company filed a Motion to Transfer for Improper Venue. The Motion was granted by the Court on November 13, 2006. On July 23, 2007 (the “Effective Date”) the Company entered into a Settlement Agreement and Mutual Release (the “Agreement”) with Manhattan. Pursuant to the Agreement, the parties agreed, among other things, that the Company will issue 850,000 shares of the Company’s common stock, par value $0.001 to Manhattan within seven business days following a determination by the Court that the issuance of such common stock is fair, reasonable, and adequate to Manhattan. The 850,000 shares of the Company’s common stock will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), provided by Section 3(a)(10) of the Act. The Agreement also requires the Company to pay $35,000 to Manhattan within 15 days after the closing of an equity financing transaction, provided that the Company completes such transaction. In addition, the agreement requires the Company to cause 49,795 shares of the Company’s common stock currently owned by Manhattan to be re-issued without restrictive legends within seven business days of the Effective Date. In exchange for the payments and actions described above, the Agreement provides for a release of the Company and each of the owners, stockholders, predecessors, successors, directors, officers, employees, representatives, attorneys, subsidiaries, and affiliates of the Company from all charges, claims, liabilities, agreements, damages, causes of action, suits, costs, losses, debts and expenses of any nature by Manhattan. The Agreement further provides for a release of Manhattan and each of the trustees, representatives, attorneys and affiliates of Manhattan, and all persons acting by, through, under or in concert with them from any and all charges, claims, liabilities, agreements, damages, causes of action, suits, costs, losses, debts and expenses of any nature by the Company. At September 30, 2007, based on the settlement date of July 23, 2007, the Company accrued a settlement liability and related expense of $332,500 based on the quoted closing trading price of $0.30 per share for the underlying 850,000 common shares in addition to the $35,000 in cash payments.

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On or about October 20, 2006, Hamouth Family Trust (“Hamouth”) filed a Complaint against the Company in the Court of Chancery of the State of Delaware, in which Hamouth seeks declaratory and injunctive relief, as well as damages in an unspecified amount, related to the Company's alleged wrongful refusal to issue new stock certificates without restrictive legends for 800,000 shares of stock owned by Hamouth. On July 16, 2007 (the “Effective Date”), the Company entered into a General Release and Settlement Agreement (the “Agreement”) with the Hamouth Family Trust and Rene Hamouth (the “Claimant Parties”) related to the Company's alleged wrongful refusal to issue new stock certificates without restrictive legends for 800,000 shares of stock owned by the Hamouth Family Trust and a judgment against Rene Hamouth in favor of the Company in the amount of $172,325.32. Pursuant to the Agreement, the parties agreed, among other things, that the Company will issue 3,000,000 shares of the Company’s common stock, par value $0.001 (the “Settlement Shares”) to the Hamouth Family Trust within six business days following a determination by the Chancery Court that the issuance of such common stock is fair, reasonable, and adequate to the Hamouth Family Trust (the “Judicial Determination”). The 3,000,000 shares of the Company’s common stock will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), provided by Section 3(a)(10) of the Act. In the event the Chancery Court declines to make the Judicial Determination, the Hamouth Family Trust has certain specified registration rights relating to the Settlement Shares. The Agreement also requires (i) the Company to pay $50,000 to the Hamouth Family Trust on the Effective Date, (ii) the Company to pay $50,000 to the Hamouth Family Trust on the 30th day following the Effective Date, (iii) the Company to pay $300,000 to the Hamouth Family Trust within 30 days after the closing of an equity financing transaction, provided that the Company completes such transaction within 120 days of the Effective Date. In addition, the agreement requires the Company to (a) cause 800,000 shares of the Company’s common stock currently owned by the Hamouth Family Trust to be re-issued without restrictive legends within six business days of receipt of the certificates representing such shares of common stock and (b) release a judgment in the amount of $172,325.32 it holds against Rene Hamouth. In exchange for the payments and actions described above, the Agreement provides for a release of the Company and each of the owners, stockholders, predecessors, successors, directors, officers, employees, representatives, attorneys, subsidiaries, and affiliates of the Company from all charges, claims, liabilities, agreements, damages, causes of action, suits, costs, losses, debts and expenses of any nature by the Claimant Parties. The Agreement further provides for a release of the Claimant Parties and each of the trustees, representatives, attorneys and affiliates of the Claimant Parties, and all persons acting by, through, under or in concert with them from any and all charges, claims, liabilities, agreements, damages, causes of action, suits, costs, losses, debts and expenses of any nature by the Company. The Agreement also provides that neither the Company nor the Claimant Parties will file or pursue certain specified claims, grievances, complaints, lawsuits, or arbitrations. On July 18, 2007, the Chancery Court entered an Order making the above-referenced Judicial Determination. At September 30, 2007, based on the settlement date of July 16, 2007, the Company accrued a settlement liability and related expense of $955,000 based on the quoted trading price of $0.185 per share for the 3,000,000 underlying common shares in addition to the $400,000 in cash payments.

On September 9, 2006 and February 14, 2007, respectively, the Company received correspondence from Epsom Investment Services, N.V. (“Epsom”) demanding repayment of an alleged outstanding Demand Loan made in 2002 from Epsom to Sharps Eliminations Technologies, Inc. (“Sharps”) in the amount of $50,000 bearing interest at 5%. Epsom claims that the Company agreed to repay this loan on behalf of Sharps. The Company currently does not believe any such amounts are due and owing to Epsom.

On April 18, 2007, MobiTV, Inc. (“MobiTV”) filed a lawsuit in the United States District Court, District of Massachusetts (Case No. 1:07-cv-10755-RGS) against Jeremy De Bonet (“De Bonet”), Skyward Mobile LLC (“Skyward”), and the Company in which MobiTV alleges that the Defendants have (a) infringed MobiTV's United States Patent No. 7,073,178 (“the `178 patent”) entitled “Method and System of Performing Transactions Using Shared Resources and Different Applications”; (b) infringed MobiTV's copyright in software programs entitled “Mobi Radio Encoder”, “Mobi Radio 1 Client” and “Far Reach”; (c) misappropriated trade secrets; and (d) unfairly competed. MobiTV makes further claims against De Bonet individually for Breach of Contract and Breach of Fiduciary Duty. MobiTV's claims relate to, among other things, the departure of De Bonet from MobiTV in January 2006; his subsequent formation of Skyward in March 2006; and the joint development of software by Skyward and the Company known as uVuRadio™ and Mobilecasting™. The Company has now filed an Answer to the Complaint. On November 2, 2007, the Company and MobiTV entered into a settlement agreement. In exchange for a dismissal without prejudice of the lawsuit, the Company, among other things, represented that it is not currently, directly or indirectly, licensing, selling, deploying or generating any income, revenue or subscribers (“Exploited”) from any technology, design, method, process, plan, software, program, application, component, product or service that was created, conceived, invented, designed, developed, marketed, licensed or offered for sale or license by or in connection with DeBonet and/or Skyward (“Skyward Material”). The Company has agreed that to the extent it intends to Exploit any of the Skyward Materials in the future, it will notify MobiTV of such intended use in writing no later than thirty (30) days prior to such Exploitation. If after receiving such a notice from the Company, MobiTV believes the Company’s intended Exploitation of the Skyward Material may infringe MobiTV’s intellectual property, then MobiTV and the Company have agreed to work cooperatively to resolve such concerns for a period of no less than twenty (20) days before MobiTV may initiate any formal legal proceedings against the Company.

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On November 6, 2007, the Company filed a demand for arbitration against Jeremy DeBonet (“DeBonet”) and Skyward Mobile, LLC\ (“Skyward”) alleging breach of contract, misappropriation of trade secrets, conversion and deceptive trade practices and unfair competition under the statutory and common law of the State of Delaware arising, in part, out of DeBonet/Skyward’s failure to perform their obligations under a technology development agreement between the Company and DeBonet/Skyward. More specifically, despite repeated demands by the Company that DeBonet/Skyward turn over intellectual property for which the Company has paid over a half million dollars, DeBonet/Skyward have refused to do so. Furthermore, the Company believes that DeBonet/Skyward have converted the intellectual property at issue through the wrongful exercise of dominion or right of ownership over the Company’s intellectual property in denial of, or inconsistent with the Company’s right as owner. The Company is asking for: (a) judgment that DeBonet/Skyward have materially breached the technology development agreement; (b) an order requiring DeBonet/Skyward to perform their obligations under the technology development agreement, and to produce all technology developed under the agreement, or in the alternative, a judgment that the Company is entitled to an award of monetary damages; (c) certain other monetary and declaratory relief.

Except as set forth above, we believe that there are no material litigation matters at the current time. The results of such litigation matters and claims cannot be predicted with certainty, and an adverse outcome in one or more of such matters and claims could have a material adverse impact on our financial position, liquidity, or results of operations.

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SELECTED FINANCIAL DATA

The selected historical financial information presented below is derived from our audited consolidated financial statements for the years ended December 31, 2002, 2003, 2004, 2005 and 2006. The data for the nine-months ended September 30, 2007 and September 30, 2006 have been derived from unaudited financial statements which, in the opinion of management, include all adjustments necessary for a fair statement of the results of operations and financial position for such period and as of such date.

The data set forth below should be read in conjunction with the financial statements and accompanying notes incorporated by reference.

Selected Historical Financial Data
																For The Nine Months Ended
	2002			2003			2004			2005			2006			2006			2007
Income Statement Data:

Total revenue	$	2,750		$	63,451		$	118,733		$	197,257		$	800,231		$	476,700		$	815,787
Total operating expenses		611,386			3,242,754			6,839,685			19,021,511			25,454,391			14,433,891			8,782,896
Loss from operations		(689,476	)		(3,179,303	)		(6,720,952	)		(18,824,254	)		(24,748,990	)		(13,957,191	)		(8,348,582	)
Net loss		(689,476	)		(3,859,141	)		(6,792,930	)		(19,740,274	)		(24,488,876	)		(13,744,995	)		(8,338,711	)
Loss per share		(0.17	)		(0.51	)		(0.35	)		(0.76	)		(0.62	)		(0.36	)		(0.14	)

Weighted average common shares used to compute basic and diluted net loss per share		4,127,243			7,540,849			19,208,345			26,093,554			40,285,528			37,959,443			58,659,916

Other Financial Data:

Net cash used in operating activities		(188,850	)		(1,530,148	)		(2,451,531	)		(5,351,783	)		(11,077,782	)		(7,894,368	)		(4,010,722	)

Net cash used in investing activities		–			102,981			(189,191	)		(764,479	)		(1,472,439	)		(1,048,676	)		(305,402	)
Net cash provided by financing activities		177,838			1,925,385			2,730,316			11,521,236			10,454,236			9,873,308			977,801

Balance Sheet Data:

Total Assets	$	1,335,242		$	452,309		$	719,551		$	11,920,674		$	6,691,645		$	6,691,645		$	2,196,756

Selected Quarterly Financial Data (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Nine months ended September 30, 2007:
Total revenue	$	334,732		$	278,169		$	202,886		$	–		$	815,787
Loss from operations		(3,819,497	)		(3,127,871	)		(1,401,214	)		–			(8,348,582	)
Net loss	$	(3,801,567	)	$	(3,123,105	)	$	(1,414,039	)	$	–		$	(8,338,711	)

Year ended December 31, 2006:
Total revenue	$	112,966		$	166,432		$	197,302		$	323,531		$	800,231
Loss from operations		(3,431,211	)		(6,241,956	)		(4,284,023	)		(10,791,800	)		(24,748,990	)
Net loss	$	(3,386,404	)	$	(6,210,697	)	$	(4,147,894	)	$	(10,743,881	)	$	(24,448,876	)

Year ended December 31, 2005:
Total revenue	$	25,132		$	38,360		$	58,248		$	75,517		$	197,257
Loss from operations		(2,020,338	)		(4,447,813	)		(3,992,767	)		(8,363,336	)		(18,824,254	)
Net loss	$	(2,218,558	)	$	(4,440,183	)	$	(4,044,926	)	$	(9,036,607	)	$	(19,740,274	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion presents management’s analysis of our results of operations and financial condition as of and for each of the years ended December 31, 2006, 2005, and 2004, respectively. The discussion should be read in conjunction with our audited consolidated financial statements and the notes related thereto which appear elsewhere in this report.

Overview

WeuVuMobile, ~~are a provider of video content distribution services and technology. Incorporated in 1984, we acquired OVT,~~ Inc., ~~d/b/a~~(hereinafter ~~SmartVideo,~~sometimes ~~in November 2002. Since the~~referred ~~acquisition~~to ofas ~~OVT~~“uVuMobile™”,” the “Company’s,” ~~business~~“we,” ~~has been that of SmartVideo Technologies~~“us,” ~~Inc.~~or ~~Although~~“our”) ~~the~~is ~~core~~a ~~business~~provider of ~~the Company has remained~~video ~~constant,~~content ~~the~~distribution ~~Company has changed its focus from distributing business-to-business~~ services toand ~~the distribution of video content to consumers~~technology.

~~Since~~Incorporated ~~2002~~in 1984, the Company acquired ~~has~~OVT, ~~been~~Inc., d/b/a ~~video~~SmartVideo, ~~content~~in ~~aggregator,~~November a2002 ~~technology~~and ~~provider~~subsequently changed ~~and a~~its ~~distributor~~name ~~of video content~~ to SmartVideo ~~consumers~~Technologies, ~~connected to the public Internet~~Inc. ~~We are~~ inAlthough the core business of ~~purchasing~~ the ~~rights to video/television content and~~ ~~delivering~~Company ~~that~~has ~~video~~remained ~~content to subscribers for a fee. Additionally~~constant, ~~we anticipate being in~~ the ~~business~~Company ofhas ~~providing~~changed ~~managed~~its ~~services~~focus ~~for Internet~~from ~~network~~distributing ~~operators (carriers) and for major content producers, owners and distributors. We intend~~ business-to-business ~~continue expanding our market opportunity by delivering video~~ services to ~~all~~the ~~forms~~distribution of ~~devices~~video ~~capable of receiving an~~content ~~Internet~~to ~~Protocol (IP) data stream and rendering this data stream into visible images on displays~~consumers.

InSince ~~January 2005~~2002, the Company ~~launched~~has ~~its~~been ~~direct-to-consumer~~a provider ~~mobile~~of ~~video~~technology ~~service.~~engaged in the aggregation and distribution of streaming ~~The~~video ~~Company~~content ~~provides~~to ~~its~~consumers ~~customers~~connected ~~with~~to ~~access~~the topublic ~~high-quality~~Internet. ~~video~~The ~~programming~~Company has ~~that~~been isin ~~transmitted~~the ~~directly~~business toof ~~its~~purchasing ~~customers’~~the ~~SmartPhone~~rights ~~cellular~~to ~~handsets~~video and television content and delivering that content to ~~Wi-Fi~~subscribers ~~enabled~~for ~~PDA~~a ~~devices~~fee. ~~The~~Additionally, the Company also ~~believes~~provides ~~that~~managed itservices isfor ~~the~~Internet ~~only~~network ~~service~~operators ~~provider~~(carriers) ~~who~~and ~~currently~~for ~~has~~major ~~subscribers~~producers, onowners ~~all~~and distributors of ~~the major U~~content.S. ~~Cellular~~The ~~Carriers.~~Company ~~The~~intends ~~Company~~to ~~provides~~continue ~~demonstration~~expanding ~~accounts,~~its ~~where~~market weopportunities ~~have~~by ~~acquired~~delivering ~~the~~video ~~necessary~~services ~~video~~to ~~distribution~~all ~~rights,~~forms toof ~~viewers~~devices incapable ~~more~~of ~~than~~receiving 75an ~~countries,~~Internet Protocol ~~operating~~(IP) ondata ~~more~~stream ~~than~~and ~~200~~rendering ~~carriers~~that data stream into visible images on displays.

~~The~~In ~~Company~~January ~~believes~~2005, ~~it provides one of~~ the ~~most~~Company ~~extensive collections of~~launched ~~programming~~its ~~available~~direct-to-consumer ~~in the~~ mobile video ~~industry.~~service Inproviding ~~general,~~its ~~the~~customers ~~Company~~with access ~~pays for~~to ~~the~~high-quality ~~distribution~~video ~~rights~~programming onthat ~~either~~is atransmitted ~~fixed-fee~~directly ~~per~~to ~~subscriber, per month~~SmartPhone ~~basis~~cellular orhandsets onand ato ~~revenue~~Wi-~~sharing~~Fi ~~basis~~enabled PDA devices. ~~Some~~In ofaddition, the ~~content deals have minimum~~Company ~~guarantees~~has developed ~~per~~RTSP ~~month.~~and J2ME compatibility.

~~The~~During ~~Company licenses~~ the ~~distribution~~fourth ~~rights~~quarter onof ~~either a “fixed-fee~~2006, ~~per subscriber,~~the ~~per~~Company ~~month”~~expanded ~~basis~~its orproduct onofferings ato ~~revenue-sharing~~include ~~basis.~~a ~~These~~new ~~license~~suite ~~fees~~of ~~are payable~~mobile totechnology ~~the~~and content ~~owners~~solutions, ~~producers,~~bringing ortogether ~~distributors~~a ~~for~~myriad ~~each~~of ~~respective channel.~~implementation ~~Licensee fees range from $0.04 per subscriber~~choices, ~~per~~business ~~month~~models toand ~~$.50~~marketing ~~cents on our subscription model~~plans. ~~With~~The ~~respect~~Company tobelieves ~~certain~~these ~~of our content offerings, we share~~new atproducts awill ~~rate~~aid ofour ~~50%~~customers ofseeking ~~the~~to ~~net~~capitalize ~~collected~~on ~~revenues.~~mobile ~~The pricing is based on~~technology ~~individual~~opportunities. ~~negotiations~~These ofnew ~~the~~media ~~specific~~services ~~rights~~combine ~~(including geographic and technology platforms)~~TV, ~~the amount and quality of the content~~radio, and ~~the~~other ~~estimated~~media ~~appeal~~platforms ofwith ~~the~~user-friendly ~~content to our current and prospective subscribers. For 2005~~personalization, ~~the majority~~ ofinteractivity ~~our revenue was derived from a per subscriber, per month, fixed fee arrangement. For 2006~~ and ~~subsequent years, we are targeting a diverse~~targeted ~~subscriber base in the mobile entertainment industry~~advertising.

Recent Developments

On December 17, 2007, uVuMobile, Inc. (the “Company”) entered into a definitive agreement (the “Securities Purchase Agreement”) to sell $2,033,423 of its 8% Secured Convertible Debentures (the “Debentures”) to institutional and private investors (collectively, the “Investors” or “Holders”).

The Debentures bear interest at the rate of 8% per annum and mature on December 17, 2009 (the “Maturity Date”). The Company shall pay interest to the holders of the Debentures quarterly on each of January 1, April 1, July 1, and October 1 of each year prior to the Maturity Date of the Debentures. The Debentures are also convertible into shares of the Company’s common stock at a conversion price of $0.064 per share, subject to adjustment in accordance with terms of the Debentures. Any voluntary conversion by the Investors of the Debentures is subject to a Beneficial Ownership Limitation (as defined in the Debentures). In addition, the Debentures are subject to a forced conversion (the “Forced Conversion”) in all or in part by the Company in the event that the daily volume weighted average stock price of the Company’s common stock for any twenty (20) consecutive trading days exceeds $0.256. The Debentures are secured by all of the assets of the Company pursuant to a Security Agreement.

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Critical Accounting Policies and Estimates

The Company relies on the use of estimates and makes assumptions that impact its financial condition and results. These estimates and assumptions are based on historical results and trends as well as the Company’s forecasts as to how ~~these~~ results and trends might change in the future. While we believe that the estimates we use are reasonable, actual results could differ from those estimates.

We believe that the accounting policies described below are critical to understanding our business, results of operations and financial condition because they involve more significant judgments and estimates used in the preparation of our consolidated financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and ifany changes in the different estimates that could have been used~~, or changes~~ in ~~the~~ the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. We have discussed the development, selection and application of our critical accounting policies with the Audit Committee of our Board of Directors, and our Audit Committee has reviewed our disclosure relating to our critical accounting policies in this “Management’s Discussion and Analysis.”

~~-24-~~The Company’s most critical accounting policies and estimates that may materially impact the Company’s results of operations include:

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Index to Financial Statements

The Company’s most critical accounting policies and estimates that may materially impact the Company’s results of operations includes:

Revenue Recognition

The accounting related to revenue recognition in the digital media and multimedia broadcast industry is complex and affected by interpretations of the rules and an understanding of various industry practices, both of which are dynamic in nature and subject to change. As a result, revenue recognition accounting rules require us to make significant judgments.

We typically provide services to our business-to-business customers under volume-based usage arrangements of our digital media and multimedia broadcast products and services. Under certain arrangements, our customers are subject to a base monthly fee or minimum monthly usage requirements in order to maintain their preferential negotiated rates. Revenue ~~From~~is ~~time-to-time,~~recognized weas ~~lease~~earned upon ~~hardware~~the delivery of service to our subscription-based customers. This typically occurs when a digital media or multimedia broadcast is viewed. Many of our subscription-based customers ~~enabling~~access ~~them~~our toprogramming ~~facilitate~~through the purchase of a monthly, ~~live~~semi-annual, ~~broadcast~~or daily subscription for our mobile entertainment services. Revenue Infrom ~~certain~~mobile ~~situations,~~advertising is recognized when the werelated ~~may~~services ~~sell~~are ~~hardware~~performed. See toNote ~~our~~2(H) ~~resellers~~(Going ~~under~~Concern, Significant ~~the~~Accounting ~~specific~~Policies ~~terms~~and ofRisks ~~our~~and ~~agreements~~Uncertainties) to the consolidated ~~with~~financial ~~them~~statements included elsewhere in this report.

~~Revenue~~Valuation isand ~~recognized~~Recoverability ~~as earned upon the delivery~~ of ~~service to our subscription~~Long-~~based customers.~~Lived This is typically when a digital media or multimedia broadcast is viewed. Many of our subscription-based customers access our programming through the purchase of a monthly, semi-annual, or annual subscription fee for our mobile entertainment servicesAssets

See Note 2(M) to the consolidated financial statements for the years ended December 31, 2006, 2005, and 2004 for a description of the valuation and recoverability of long-lived assets.

Income Taxes

Income taxes are accounted for using the liability method in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS 109). 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 operation loss and tax credit carry forwards. 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 income in the period that includes the enactment date. We continue to record a valuation allowance for the full amount of deferred income taxes, which would otherwise be recorded for tax benefits related to operating loss carry forwards, as realization of such deferred tax assets cannot be determined to be more likely than not likely.

Accounting for Stock-Based Compensation

In December 2004, the FASB issued SFAS No. 123(R), "“Share-Based Payment,"” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On ~~April~~ April 14, 2005, the ~~U.S.~~SEC ~~Securities and Exchange Commission~~ adopted a new rule amending the compliance dates for SFAS No. 123R. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS No. 123. Effective January 1, 2006, we have adopted SFAS No. 123(R) using the prospective method. See Note 2(H) (Going Concern, Significant Accounting Policies and Risks and Uncertainties) to the consolidated financial statements included elsewhere in this report.

~~Results of Operation~~-23-

~~Three~~Table ~~Months~~ of ~~Ended March 31, 2006 compared to Three Months Ended March 31, 2005~~Contents

Recent Accounting Pronouncements

See Note 2(T) to the consolidated financial statements for the years ended December 31, 2006, 2005, and 2004 for a description of the new accounting pronouncements and their impact on the Company.

Results of Operations

Nine Months Ended September 30, 2007 compared to Nine Months Ended September 20, 2006

Revenues

Revenues for the ~~three~~nine month period ended September ~~March 31~~30, ~~2006~~2007 consisted primarily of a subscription based service delivering live and on-demand mobile entertainment services directly to consumers and revenues attributable to custom applications. Our revenues increased by approximately ~~$88,000~~ $339,100 for the ~~three~~nine months ended ~~March~~September 3130, ~~2006~~2007 as compared to the same period in ~~2005~~ 2006. This increase is primarily attributable to ~~our~~revenues ~~decision to change our~~generated ~~focus~~from tocustom ~~a subscription based model delivering mobile entertainment services direct-to-the-consumer~~applications.

Broadcast rights

Broadcast rights expense for the ~~three~~ nine months ended ~~March~~September 3130, ~~2006~~2007 ~~are~~were ~~approximately~~ $~~528~~177,000 as compared to $0 1,775,000 for the same period in ~~2005~~2006. This change is attributable to our decision to change our focus to a subscription based model delivering mobile entertainment services direct to the consumer. This amount reflects the costs associated with acquiring the rights to deliver our mobile entertainment services.

~~-25-~~As a result of the decision to change our focus to a subscription based model, the Company incurred an impairment charge for the nine months ended September 2007 against broadcast rights assets of approximately ($1,475,000).

~~Back~~Compensation ~~to Table of Contents~~ and benefits

~~Index~~Our compensation and benefits expenses decreased by approximately $319,000 for the nine months ended September 30, 2007 as compared to ~~Financial~~the same period in 2006. The decrease is attributable to ~~Statements~~ the staff reduction that occurred during the third quarter of 2007.

Compensation and Benefits

Our compensation and benefits expenses increased by approximately $189,000 for the three months ended March 31, 2006 as compared to the same period in 2005. As our industry and company continues to grow and develop, we are continuing to fill key positions that will enable us to leverage our future prospects and growth and relying less on the use of consultants for discrete projects.

Consulting and professional fees

Our consulting and professional fees ~~have~~decreased ~~increased~~ by approximately $~~477~~1,580,000 for the nine ~~three~~ months ended ~~March~~September 3130, ~~2006~~2007 ~~when~~as compared to the same period in ~~2005~~2006. This ~~increase~~decrease inis ~~consulting~~primarily attributable to fees ~~for~~associated with the ~~three~~consulting agreement ~~months~~with Growth Consultants LLC that was reflected in the nine months ended ~~March~~September 3130, 2006 ~~is primarily~~ ~~attributable~~which towere ~~the~~not ~~consulting~~incurred ~~agreement~~in ~~with~~the ~~Growth~~nine ~~Consultants~~months ended ~~LLC~~September 30, 2007.

Data Center

Our data center expenses consist primarily of those items related to the maintenance of certain facilities and equipment at a third-party data center. The ~~increase~~ decrease in data center expenses of approximately $9139,000 for the ~~three~~nine months ended ~~March 31~~September 30, ~~2006~~2007 ~~when~~as compared to ~~2005~~2006 is primarily due to ana ~~increase~~decrease in the ~~utilization~~ ofcosts ~~bandwidth~~related ~~and~~to ~~additional services provided by our third-party~~exiting ~~data~~the ~~center.~~direct-to-consumer business.

Stock-~~Based~~based Compensation

For the ~~three~~ nine months ended ~~March~~September 3130, ~~2006~~2007, we ~~have~~ recorded approximately $~~777~~2,966,000 , as compared to $~~477~~3,833,000 for the ~~three~~nine months ended ~~March~~September 30, 312006, ~~2005~~ in non-cash, stock-based compensation expense. The increase in stock-based compensation expense ~~related~~was primarily attributable to ~~the~~an ~~issuance~~increase ofin ~~these warrants reflecting~~ the ~~conclusion~~number of ~~the~~stock ~~arrangements~~options issued. The compensation expense has been determined using the Black-Scholes fair value method. The remainder of the non-cash, stock-based compensation is related to the amortization of the deferred portion of previous warrant grants.

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Depreciation

Depreciation expense for the ~~three~~nine months ended ~~March~~September 3130, ~~2006~~2007 increased by approximately $32315,000 when compared to the same period in ~~2005~~2006. This increase is primarily attributable to the deployment of additional equipment in the process of increasing the overall capacity and quality of our services.

Interest Expense

Interest expense for the ~~three~~nine months ended ~~March~~September 3130, ~~2006~~2007 and ~~2005~~2006 was approximately $~~800~~26,700 and ($~~198~~51,000), respectively. During ~~The increase was attributed to~~ the ~~issuance~~nine ~~of additional~~months ~~shares~~ended ofSeptember ~~common~~30, ~~stock~~2006, asthe ~~additional~~Company ~~consideration~~reversed ~~related~~$53,000 toof ~~the~~a previously ~~rights~~recorded ofinterest ~~certain convertible debtholders~~expense.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of travel expenses related to the marketing of our product and services, lease payments related to the use of our corporate facilities, and space at trade shows, and other general and administrative expenses. Our selling, general and administrative costs decreased ~~approximately~~ approximately $~~117~~814,000 for the nine ~~three~~ months ended ~~March~~September 3130, ~~2006~~2007 when compared to the same period in ~~period~~2006. This decrease is attributable to a reduction in travel-related ~~2005~~expenses including marketing and advertising costs as well as a decrease in Directors’ compensation.

Year Ended December 31, 2006 compared to Year Ended December 31, 2005

Revenues

Revenues for the year ended December 31, 2006 consisted primarily of a subscription based service delivering live and on-demand mobile entertainment services directly to consumers. Our revenues increased by approximately $600,000 for the year ended December 31, 2006 as compared to the same period in 2005. This increase is primarily attributable to our decision in 2005 to change our focus to a subscription-based model delivering mobile entertainment services direct to the consumer along with mobile advertising revenue and the implementation of custom applications.

Broadcast rights

Broadcast right expenses for the year ended December 31, 2006 were approximately $4,355,000 as compared to $2,002,000 for the same period in 2005, an increase of 117%. This increase is attributable to our decision to change our focus to a subscription based model delivering mobile entertainment services direct to the consumer. This amount also reflects the costs associated with acquiring the rights to deliver our mobile entertainment services. Additionally, the year ended December 31, 2006 includes an impairment charge of approximately $2,300,000.

Compensation and benefits

Our compensation and benefits expenses increased by approximately $966,000 (55%) for the year ended December 31, 2006 as compared to the same period in 2005. As our industry and Company continue to grow and develop, we are continuing to fill key positions that will enable us to leverage our future prospects and growth and rely less on the use of consultants for discrete projects.

Consulting and professional fees

Our consulting and professional fees increased by approximately $2,209,000 (119%) for the year ended December 31, 2006 as compared to the same period in 2005. This increase in consulting fees for the year ended December 31, 2006 is primarily attributable to the consulting agreement with Growth Consultants LLC, who provides us with consulting services.

Data Center

Our data center expenses consist primarily of those items related to the maintenance of certain facilities and equipment at a third-party data center. The increase in data center expenses of approximately $219,000 (28%) for the year ended December 31, 2006 when compared to 2005 is primarily due to an increase in the utilization of bandwidth and additional services provided by our third-party data center.

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Settlement Expense

Settlement expense for the year ended December 31, 2006 decreased to $4,935,000, from $5,541,000 in 2005, a decrease of 11%.

Stock-based Compensation

For the year ended December 31, 2006, we have recorded approximately $5,039,000, as compared to $4,326,000 for the year ended December 31, 2005 in non-cash, stock-based compensation primarily related to the issuance of stock options to employees. The compensation expense has been determined using the Black-Scholes fair value method. The remainder of the non-cash, stock-based compensation is related to the amortization of the deferred portion of previous warrant grants. In the year ended December 31, 2006 the expense reflects the grant of stock options under FAS 123R.

Depreciation and Amortization

Depreciation and amortization expense for the year ended December 31, 2006 increased by approximately $322,000 when compared to the same period in 2005. This increase is primarily attributable to the deployment of additional equipment in the process of increasing the overall capacity and quality of our services.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of travel expenses related to the marketing of our products and services, lease payments related to the use of our corporate facilities, trade shows, and other general and administrative expenses. Our selling, general and administrative costs increased approximately $256,000 (10%) for the year ended December 31, 2006 when compared to the same period in 2005. This increase is attributable to additional staffing, call center costs, and SEC compliance costs.

Interest Income (Expense)

Interest income for the year ended December 31, 2006 of $260,114 included a reversal of a previously recorded interest expense in the amount of $53,000. Interest expense for the year ended December 31, 2005 was $916,020. A substantial portion of the interest expense in 2005 was attributed to the issuance of additional shares of common stock as additional consideration related to the rights of certain convertible debt holders in 2005.

Year Ended December 31, 2005 compared to Year Ended December 31, 2004

Revenues

Revenues for the year ended December 31, 2005 consisted primarily of a subscription based service delivering live and on-demand mobile entertainment services directly to consumers. Our revenues increased by approximately $80,000 from $118,733 in 2004 to $197,257 in 2005. This increase is primarily attributable to our decision to change our focus to a subscription based model delivering mobile entertainment services direct-to-the-consumer.

Broadcast rights

Broadcast rights expenses for the year ended December 31, 2005, were approximately $2,002,000 (70%) as compared to $0 for the same period in 2004. This change is attributable to our decision to change our focus to a subscription based model delivering mobile entertainment services direct to the consumer. This amount reflects the costs, including amortization of $1,740,552 associated with acquiring the rights to deliver our mobile entertainment services.

Compensation and benefits

Our compensation and benefits expenses increased by approximately $722,000 for the year ended December 31, 2005, as compared to the same period in 2004. As our industry and Company continue to grow and develop, we are continuing to fill key positions that will enable us to leverage our future prospects and growth and relying less on the use of consultants for discrete projects.

Consulting and Professional fees

Our consulting fees decreased by approximately $616,000 (50%) for the year ended December 31, 2005, when compared to 2004. We experienced a decrease in consulting fees in 2005 primarily due to our ability during that period to fill key positions with full-time employees instead of continuing to utilize outside consultants.

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~~Index~~Our professional fees increased approximately $1,232,000 for the year ended December 31, 2005, when compared to ~~Financial~~the same period in 2004. This increase is primarily ~~Statements~~ attributable to additional professional fees incurred that were associated with our recent financing, the preparation of our registration statement related to the financing, costs associated with the arbitration with Mr. Richard Seifert and KC Adventures, Inc., and litigation associated with the contentious proxy solicitation.

~~Broadcast~~Our ~~Rights~~consulting & professional fees combined increased by $616,000 for the year ended December 31, 2005 when compared to the same period in 2004.

Broadcast rights for the year ended December 31, 2005 are approximately $2,001,000 as compared to $0 for the same period in 2004. This change is attributable to our decision to change our focus to a subscription based model delivering mobile entertainment services direct to the consumer. This amount reflects the costs including amortization of $1,740,552 associated with acquiring the rights to deliver our mobile entertainment services.

Compensation and Benefits

Our compensation and benefits expenses increased by approximately $720,000 for the year ended December 31, 2005, as compared to the same period in 2004. As our industry and company continues to grow and develop, we are continuing to fill key positions that will enable us to leverage our future prospects and growth and relying less on the use of consultants for discrete projects.

Consulting Fees

Our consulting fees have decreased by approximately $596,000 for the year ended December 31, 2005, when compared to 2004. We have been experiencing a decrease in consulting fees primarily due to our ability to fill key positions with full-time employees instead of continuing to utilize outside consultants.

Professional Fees

Our professional fees increased approximately $1,213,000 for the year ended December 31, 2005, when compared to the same period in 2004. This increase is primarily attributable to additional professional fees incurred that were associated with our recent financing, the preparation of our registration statement related to the financing, litigation associated with the arbitration with Mr. Richard Seifert and KC Adventures, Inc., and litigation associated with the contentious proxy solicitation.

Data Center

Our data center expenses consist primarily of those items related to the maintenance of certain facilities and equipment at a third-party data center. The increase in data center expenses of approximately $415,000 (116%) for the year ended ~~December~~ December 31, 2005, when compared to 2004 is primarily due to an increase in the ~~utilization~~ utilization of bandwidth and additional services provided by our third-party data center.

Depreciation and Amortization

Depreciation and amortization expense for the twelve months ended December 31, 2005 , increased by approximately $231,000 (484%) when compared to the same period in 2004. This increase is primarily attributable to the deployment of additional equipment in the process of increasing the overall capacity and quality of our services.

Settlement Expense

Our settlement expense increased by approximately $5,541,000, primarily as a result of the settlement on January 30, 2006, of a dispute relating to an advisory agreement with one of the Company’s consultants and also for the accrual of other loss contingencies. As a result of the settlement and other accruals, the Company ~~has~~ recorded a liability in the approximate amount of $5,541,000 as of December 31, 2005.

~~Non~~Stock-~~Cash,~~based ~~Stock-Based~~ Compensation

For the twelve months ended December 31, 2005, we ~~have~~ recorded approximately $4,326,000 as compared to $3,119,000 in 2004 in non-cash, stock-based compensation expense related to the issuance of ~~these~~certain warrants ~~reflecting~~as ~~the~~compensation ~~conclusion~~paid ~~of the~~to ~~arrangements~~advisors. The compensation expense has been determined using the Black-Scholes fair value method. The remainder of the non-cash, stock-based compensation is related to the amortization of the deferred portion of previous warrant grants.

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Index to Financial Statements

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of travel expenses related to the marketing of our product and services, lease payments related to the use of our corporate facilities, trade shows, and other general and administrative expenses. The increase in selling, general and administrative expenses in 2005 of approximately $1,449,000 when compared to 2004 is primarily due to costs associated with our participation in numerous trade shows and the extra costs attributable to our decision to develop a prominent presence in each of these events. Our focus is to create a presence in each of these events designed to extend and enhance the awareness of our brand, products and services to potential partners, distributors, and content owners. We have also incurred additional travel related and marketing costs associated with specialized consultants we have hired to assist us in this process.

Interest Expense

Interest expense for the twelve months ended December 31, 2005, was $~~930~~916,~~000~~020 as compared with $72,000 in 2004. Of this amount, $712,000 was attributable to the non-cash benefit conversion feature attributed to the issuance of warrants that were issued as additional consideration related to the convertible debt holders.

~~Year~~Liquidity ~~Ended~~and ~~December~~Capital ~~31,~~Resources ~~2004 compared to Year Ended December 31,~~and ~~2003~~Going Concern

~~Revenues~~We have incurred recurring losses and negative cash flows since inception. As of and for the nine months ended September 30, 2007, we had an accumulated deficit of $72,781,342, a consolidated net loss of $8,338,711 and consolidated net cash flows used in operations of $4,010,722. As a result, our operations are not an adequate source of cash to fund future operations and these matters raise substantial doubt about our ability to continue as a going concern. To fund our cash requirements, we have relied on private placements of equity and loans from stockholders and other related entities. Our ability to continue our operations is contingent upon obtaining additional financing and attaining profitable operations.

~~Revenues consist typically of license fees from volume~~-based usage arrangements of our digital media and multimedia broadcast products and services, and under certain circumstances, our customers are subject to a base monthly fee or minimum monthly usage requirements in order to maintain their negotiated rates. From time27-to-time, we will lease hardware to our customers enabling them to facilitate a live broadcast. In certain situations, we may sell hardware to our resellers under the terms of our agreements with them. Our revenues increased by 87% from $63,451 in 2003 to $118,733 in 2004. The increase in revenues for the year ended December 31, 2004 of approximately $55,000 when compared to the same period in 2003 is primarily due to increases in the minutes viewed of digital media, special broadcast presentations and multimedia broadcasts and a pilot program developed for a prospective customer. The majority of our increase came from new customers that are not related parties.

~~Compensation~~Table ~~and~~ of ~~Benefits~~Contents

~~Our~~Cash ~~compensation~~flows ~~and~~generated from ~~benefits~~operating activities ~~expenses~~during ~~increased~~the byyear ~~approximately~~ended ~~$519~~December 31,~~000~~ ~~for~~2006 were not sufficient to ~~the~~offset our operating expenditures. Based on information available regarding ~~year~~our proposed ~~ended~~plans ~~December~~and ~~31,~~assumptions ~~2004~~relating to operations, aswe ~~compared~~anticipate tothat the net ~~same~~proceeds ~~period~~from our financings in ~~2003.~~2007, ~~This~~together with projected cash flow ~~increase~~ from ~~$515~~ operations,~~850~~ inwill ~~2003~~not be sufficient to $1meet our cash requirements for working capital and capital expenditures beyond the fourth quarter of 2007. As a result,~~034,951~~ it inwill ~~2004~~be isnecessary ~~attributable~~for us to secure additional financing to support our ~~continuing~~operations. ~~efforts~~There tocan ~~fill~~be ~~key~~no ~~positions~~assurance that we will ~~enable~~be usable to ~~leverage~~obtain ~~our~~such ~~future~~financing ~~prospects~~on ~~and~~acceptable ~~growth~~terms, or at all. If adequate funds are not available or not available on acceptable terms, the Company will be unable to continue as a going concern.

~~Consulting~~On ~~Fees~~February 28, 2007, our Board of Directors determined that it would be advisable to retain a financial advisor to assist the Company in evaluating various strategic alternatives, including recapitalization, sale of stock, merger or asset disposition possibilities, all with the goal of maximizing stockholder value. On March 21, 2007, after reviewing several candidates, the Board of Directors of the Company unanimously approved the engagement of Daniels & Associates as the Company's exclusive investment banker, financial advisor, and consultant for these purposes.

~~Our~~On ~~consulting~~March ~~fees~~9, ~~increased~~2007, bywe ~~approximately~~commenced ~~$315,000~~an Offer to Amend and Exchange certain of our outstanding warrants. The offer provided holders of certain warrants the opportunity to amend and exercise any or all of their warrants for a significantly reduced exercise price by either paying the exercise ~~year~~price ~~ended~~in ~~December~~cash or by tendering a specified number of warrants for each 31share of common stock being purchased. The offer expired at 5:00 p.m., ~~2004~~Eastern Time, ason ~~compared~~April 20, 2007. As of that time, approximately 80% of warrants subject to the ~~same~~offer ~~period~~had inbeen ~~2003~~tendered. ~~This~~Upon ~~increase~~waiver ~~from~~by ~~$641,752~~our Board of Directors of a inspecified closing condition that had not been met as of the time our offer ~~2003~~expired, towe ~~$956,613~~accepted inall ~~2004~~warrants isvalidly ~~primarily~~tendered ~~attributable~~pursuant to ~~specialized~~the ~~consulting~~terms of ~~services~~the offer on ~~new~~April ~~projects~~20, ~~and~~2007. ~~expanded~~Through ~~operational~~the ~~services~~offer, onwe angenerated adapproximately ~~hoc~~$738,000 in ~~basis.~~gross proceeds available for our use to fund our operations.

~~Professional~~On ~~Fees~~July 20, 2007 the Company entered into five Bridge Loan Agreements in the amount of $100,000 each with Glenn Singer, Justin A. Stanley, David Oros, Michael Criden, and John E. Abdo for total proceeds of $500,000 and issued 8.25% promissory notes to all five Directors of the Company. The loan is evidenced by an unsecured promissory note (the “Note”) which accrues interest at a rate of 8.25% per annum. Interest and principal on the Note are due in full one hundred and twenty (120) days from the date of the Note.

~~Professional~~On ~~fees~~July ~~primarily~~26, ~~include~~2007, ~~legal~~after ~~and~~the ~~audit~~evaluation of ~~related~~the ~~fees.~~ongoing ~~The~~financial ~~increase~~prospects ~~in professional fees~~ of ~~approximately~~the ~~$168~~Company,~~000~~ isincluding ~~primarily~~the ~~due~~fact that it has been unable to ~~legal~~secure ~~fees~~further equity or debt financing, the Board of ~~incurred~~Directors inof ~~connection~~the ~~with~~Company ~~matters~~determined ~~related~~ to ~~being~~seek aChapter ~~publicly-traded~~11 ~~company,~~bankruptcy protection ~~litigation,~~for the Company. The Company engaged bankruptcy counsel and evaluated ~~costs~~the alternatives ~~related~~available to ~~content~~it. ~~acquisition~~The ~~including~~Company ~~negotiations~~intends to file for bankruptcy ~~and~~protection as soon as practicable. The amounts borrowed under the bridge loans ~~contract~~were ~~preparation~~to orbe ~~review.~~available to fund the Company’s operating needs during the bankruptcy process.

~~Data~~On ~~Center~~July 31, 2007, the Company filed with the SEC a Current Report on Form 8-K disclosing that, after an evaluation of the Company’s ongoing financial prospects, the Board of Directors of the Company determined not to file for Chapter 11 bankruptcy protection.

~~Our~~On ~~data center~~August ~~expenses~~23, ~~consist~~2007, ~~primarily~~three ~~of those items related to the maintenance~~former Directors of ~~certain~~ ~~facilities~~the ~~and~~Company; ~~equipment~~Messrs. atAbdo, aOros, ~~third-party~~and ~~data~~Stanley; ~~center.~~forgave ~~The increase~~repayment inof ~~data~~their ~~center~~loans ~~expenses~~to ofthe ~~approximately~~Company totaling $52300,000, ~~for~~as ~~the~~well ~~year~~as ~~ended~~all ~~December~~accrued ~~31,~~interest ~~2004,~~on the ~~when~~loans. For ~~compared~~the tonine ~~2003~~months isended ~~due~~September to30, 2007, the ~~moving~~loans ~~of our hosting services from~~to ~~our~~Messrs. ~~facility~~Singer toand aCriden, ~~third-party~~plus ~~data~~accrued ~~center~~interest, ~~and~~remained ~~additional~~outstanding ~~variable~~in ~~costs~~the ~~associated~~amount ~~with an increased volume~~ of ~~viewer minutes~~$203,300.

Between August 31, 2007 and September 25, 2007, the Company entered into six Bridge Loan Agreements with Jerry Bratton, Ray Jones, Drew Arnold, Chris Carson, Joseph Fitzpatrick and KLC Ventures, Inc. (the “Lenders”) for total proceeds of $212,500 and issued 12% promissory notes to all six Lenders. The loan was evidenced by a promissory note (the “Note”) which accrued interest at a rate of 12% per annum and Security Agreements between the Company and each of the Lenders (a “Security Agreement”) pursuant to which the Company granted to the Lenders a lien on substantially all of the Company’s assets (up to $282,625 in aggregate amount between the six Lenders) to secure the repayment of the Note. As an inducement for the Lenders to make the Bridge Loans, the Company agreed in the Note to issue Warrants granting to the Lender the right to acquire an aggregate of 425,000 shares of the Company’s common stock at an exercise price of $0.10 per share (the “First Warrants”). The First Warrants have a five (5) year term and have other normal and customary provisions, including anti-dilution provisions and registration rights with respect to the underlying shares of common stock.We have incurred recurring losses and negative cash flows since inception. As of and for the year ended December 31, 2006, we had an accumulated deficit of $64,442,632, a consolidated net loss of $24,488,876 and consolidated net cash flows used in operations of $11,077,782. As a result, our operations are not an adequate source of cash to fund future operations and these matters raise substantial doubt about our ability to continue as a going concern. To fund our cash requirements, we have relied on private placements of equity and loans from stockholders and other related entities. Although we closed on a $9.0 million equity financing on July 17, 2006, our ability to continue our operations is contingent upon obtaining additional financing and attaining profitable operations.

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~~Index~~We did not generate cash flows from operating activities during 2007 sufficient to offset ~~Financial~~our operating expenditures. Based on the information currently available ~~Statements~~ regarding our proposed plans and assumptions relating to operations, we anticipate that the net proceeds from our last financing in 2007, together with projected cash flow from operations, will not be sufficient to meet our cash requirements for working capital and capital expenditures beyond 2008. As a result, it will be necessary for us to secure additional financing to support our operations. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all. If adequate funds are not available or not available on acceptable terms, the Company will be unable to continue as a going concern. We currently have no firm commitments for any additional capital.

Selling, General and Administrative

Sales, general and administrative expenses consist primarily of trade shows, travel expenses related to the marketing of our product and services, lease payments related to the use of our corporate facilities, increased expenses associated with the expansion of our staff and other general and administrative expenses. The increase in selling, general and administrative expenses in 2004 of approximately $710,000 when compared to 2003 is primarily due to participation in multiple trade shows to showcase our cellular and wireless products to carriers and content providers/distributors, increased focus on marketing efforts, and the higher travel expenses associated with these increased marketing efforts for our products and services.

Non-Cash, Stock-Based Compensation

Non-cash, stock-based compensation consist of the fair value of vested and exercisable stock options and warrants issued to non-statutory employees and others on the conversion of debt to equity. In accordance with SFAS 123, we have computed the fair value of these options and warrants issued during the year ended December 31, 2004.

Amortization of Deferred Compensation

Amortization of deferred compensation consist of expenses associated with the issuance of shares to a former advisor prior to our November 2002 merger for services to be provided to us over a 24-month term ending in November 2004. We terminated this agreement in September 2003. For the year ended December 31, 2003, the entire amount of deferred compensation of $1,316,250 is from the amortization of these costs.

Interest Expense

Interest expense for the year ended December 31, 2004, consists of interest expense associated with various outstanding notes payable and represents an approximately $608,000 decrease in interest expense when compared to the same period in 2003. This decrease is primarily due to the holders of our convertible debt instruments exercising the right to convert the debt into equity. During the quarterly period ended March 31, 2003, we issued convertible promissory notes which resulted in our recognition of a beneficial conversion feature of $308,000 related to their issuance that was recognized as additional interest expense. No such issuances of convertible promissory notes occurred during the year ended December 31, 2004. Based on a review of the computation of the carrying value of our note payable to an entity owned by the spouse of a shareholder, a miscalculation regarding the accrued interest due on the note was discovered in the amount of approximately $37,900 in our favor. The adjustment for the correction of this miscalculation was taken prospectively during the quarterly period ended September 30, 2004. The principal and accrued interest on our two largest notes payable were paid in full as of December 31, 2004. We have received notice of additional late charges in the amount of $53,311 associated with the note payable to a related party. These late charges may be due but are in dispute as of December 31, 2004.

Liquidity and Capital Resources

To date, we have generated only minimal revenues. As a result, our operations are not an adequate source of cash to fund future operations. To fund our cash requirements, we have relied on private placements and loans from shareholders and other related entities.

It is anticipated that we will need to raise at least $6,000,000 over the course of the next 12 months to fund our current level of operations. There can be no assurance, however, that such financing will be available to us or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. We currently have no firm commitments for any additional capital.

Going Concern

We have incurred recurring losses and negative cash flows since inception. As of and for the three months ended March 31, 2006, we had an accumulated deficit of $43,340,160, a consolidated net loss of $3,386,404 and consolidated net cash flows used in operations of $3,188,054. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue our operations is contingent upon obtaining additional financing and attaining profitable operations.

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Index to Financial Statements

Cash flows generated from operating activities during 2006 were not sufficient to offset our operating expenditures. Our operations to date have been financed primarily through sales of our securities. We anticipate, based on our currently proposed plans and assumptions relating to operations, that the net proceeds from our recent financings, together with projected cash flow from operations, will not be sufficient to meet our cash requirements for working capital and capital expenditures through December 31, 2006. As a result, it will be necessary for us to secure additional financing to support our operations. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all. If adequate funds are not available or not available on acceptable terms, the Company will be unable to continue as a going concern. We currently have no firm commitments for any additional capital.

Debt Financing

Loan from Director

On August 12, 2005, we borrowed $225,000 from Justin A. Stanley, Jr., one of our directors. According to the promissory note issued in connection with the loan, we are obligated to pay all principal and interest due under the note by no later than September 12, 2006. Interest on the unpaid principal balance of the note accrues at a rate equal to the fluctuating prime lending rate of LaSalle Bank, N.A., Chicago, Illinois, as such rate is in effect less one hundred basis points. The principal portion of this note in the amount of $225,000 was repaid on November 22, 2005.

Issuance of Convertible Promissory Notes

On October 19, 2005, we borrowed $200,000 from Michael E. Criden, Esq. and $200,000 from Glenn H. Singer and GHS Holdings Limited Partnership, a company controlled by Mr. Singer. Pursuant to the convertible promissory notes issued in connection with the loan, we are obligated to pay all principal and interest due under the note one-year from the date of the loan. Interest on the unpaid principal balance of the note accrues at a rate of 8% per annum.

In addition to receiving the convertible promissory notes, Mr. Criden and GHS Holdings Limited Partnership, a partnership controlled by Mr. Singer, each received a five-year warrant to purchase 66,667 shares of our common stock at an exercise price of $2.00 per share. Mr. Criden and GHS Holdings Limited Partnership were also granted certain piggy-back registration rights with respect to the shares of common stock underlying the convertible promissory notes and the warrants.

On November 10, 2005, GHS Holdings Limited Partnership loaned the Company an additional $150,000. In exchange for the loan, the Company issued to GHS Holdings Limited Partnership a convertible promissory note for $150,000 and a five-year warrant to purchase 50,000 shares at a purchase price of $2.00 per share. The note was payable in 90 days and the outstanding principal of the note accrued interest at 15% per year.

On November 21, 2005, the Company completed the first closing under the Securities Purchase Agreement dated as of October 31, 2005 among the Company and 60 accredited investors. Accordingly, on November 21, 2005, the convertible promissory notes were credited towards Mr. Criden’s and GHS Holdings Limited Partnership’s purchase price for the Preferred Stock issued in the private placement.

Private Placement

On November 21, 2005, the first closing of the sale of securities occurred pursuant to the Securities Purchase Agreement (“SPA”) dated as of October 31, 2005 among SmartVideo Technologies, Inc. and 60 accredited investors (the “Investors”). Under the terms of the SPA, we received gross proceeds of $4,000,000 and issued to the Investors a total of 5,333,333 shares of the Preferred Stock, five-year warrants exercisable at $1.75 per share to purchase up to 5,333,333 shares of common stock and five-year warrants exercisable at $2.00 per share to purchase up to 1,333,333 shares of common stock.

The loans provided to us by Messrs. Singer and Criden have been credited toward their purchase price for the Preferred Stock issued in the private placement.

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Index to Financial Statements

On December 2, 2005, the second closing of the sale of securities occurred pursuant to the SPA. Under the terms of the SPA, we received gross proceeds of $4,000,000 and issued to the Investors a total of 5,333,333 shares of the Preferred Stock, five-year warrants exercisable at $1.75 per share to purchase up to 5,333,333 shares of common stock and five-year warrants exercisable at $2.00 per share to purchase up to 1,333,333 shares of common stock.

Contractual Obligations and Commercial Commitments

			For The Years Ended December 31,
For the Years Ended December 31, 2007-2001
Contractual Obligations	Total		~~2006~~	Less Than 1 Year		~~2007~~		1-3 Years	~~2008~~		~~2009~~3-5 Years		~~2010~~	More than 5 Years
Operating Lease Obligations	$	463,330	$	277,998		$	185,332		$	—	$	—	$	—
Operating lease obligations	$	185,332		$	185,332			$	–		$	–		$	–
Broadcast Right		5,670,076		2,283,500			2,418,726			787,261		144,124		36,465
Capital lease obligations		194,344			33,255				75,589			85,500			–
Total	$	6,133,406	$	2,561,498		$	2,604,058		$	787,261	$	144,124	$	36,465
Broadcast rights		3,434,576			2,454,725				943,386			36,465			–
	$	3,814,252		$	2,673,312			$	1,018,975		$	121,965		$	–

~~Effects~~Quantitative ofand ~~Inflation~~Qualitative ~~and~~Discussions ~~Foreign~~About ~~Currency~~Market ~~Fluctuations~~Risk

We do not believe that inflation or foreign currency fluctuations significantly affected our financial position and results of operations as of and for the fiscal year ended December 31, ~~2005~~2006. In addition, we are not party to any material market risk sensitive instruments.

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Index to Financial Statements

DIRECTORS AND EXECUTIVE OFFICERS

The following sets forth certain biographical information concerning our current directors and executive officers:

Name	Position	Age
Richard E. Bennett, Jr.	Director, Chief Executive Officer and Interim Chief Financial Officer	46
William J. Loughman	Director, President, Chief Executive Officer and Chief Financial Officer	52
Michael E. Criden	Director, Member of the Nominating Committee, Member of the Compensation Committee, Member of the Audit Committee	46
Richard Seifert	Director	57
David R. Ross	President	56
Daniel McKelvey	Director, Member of the Compensation Committee, Member of the Nominating Committee	41
Glenn H. Singer	Director, Chairman of the Board, Member of the Audit Committee, Member of the Compensation Committee, Member of the Nominating Committee	47
William Scigliano	Director, Member of the Audit Committee	47
Justin A. Stanley, Jr.	Director, Member of the Compensation Committee, Member of the Audit Committee, Member of the Nominating Committee	57
Scott Hughes	Chief Technology Officer	38
Ronald A. Warren	Corporate Secretary, Vice President of Investor Relations and Corporate Communications	51
Tony Novia	Sr. VP Content and Development	48

~~Richard~~William EJ. ~~Bennett~~Loughman, ~~Jr.~~52, ~~has~~joined ~~been an~~the ~~officer~~Company ~~and~~in ~~director~~March of2006 ~~the~~As ~~Company~~Vice ~~since~~President ~~November~~of ~~2002~~Finance and ~~presently~~became ~~serves~~Chief asFinancial ~~its~~Officer ~~Chief~~in ~~Executive~~August ~~Officer~~2006. In ~~Since~~August ~~June 15~~2007, ~~2005~~he ~~Mr.~~assumed ~~Bennett has served~~the additional position as ~~the~~ ~~Company’s~~President ~~interim~~and Chief ~~Financial~~Executive Officer. Prior to ~~From~~joining ~~November~~the ~~2002 to February 28~~Company, ~~2006,~~he ~~Mr.~~was ~~Bennett~~with ~~served~~AirGate PCS as ~~the~~Vice ~~Company’s~~ President. ~~From~~and ~~May 2004 through~~Chief ~~February~~Financial ~~2004,~~Officer ~~Mr.~~from ~~Bennett~~July ~~has~~2004 ~~also~~to ~~served~~March as2005. From ~~the~~April ~~Chief~~1998 ~~Financial Officer of~~to ~~the Company.~~December ~~Mr.~~2003, ~~Bennett~~he ~~has~~was ~~been~~with ano2wireless ~~officer~~Solutions ~~and~~where ~~director~~he ofheld ~~the~~various ~~Company’s wholly~~positions ~~owned~~including ~~subsidiary,~~President ~~(OVT,~~and ~~Inc.~~Chief ~~d/b/a/~~Executive ~~SmartVideo)~~Officer, ~~since~~Chief ~~September~~Operating ~~2000.~~Officer ~~Prior~~and ~~to founding~~Chief ~~SmartVideo~~Financial ~~in September 2000,~~ Officer. Mr. ~~Bennett~~Loughman ~~served~~also ascurrently aserves ~~consultant~~as ~~and~~a ~~advisor~~director toof ~~early~~Peachtree ~~stage~~Media ~~growth~~Group, ~~companies~~LLC. ~~Prior~~He topreviously ~~January~~served ~~2000,~~as ~~Mr.~~a ~~Bennett~~director ~~was~~of ~~employed~~several bytelecommunications ~~BARCO~~companies, ~~N.V.~~including ~~where~~Omnitel heLtd. ~~served~~ in aLithuania, Jordan ~~variety~~Mobile ofTelephone ~~capacities~~Company ~~over~~in ~~a nine-year period~~Jordan, ~~including~~St. ~~Product~~Petersburg ~~Manager,~~Telecom ~~Sales~~in ~~Executive~~Russia, ~~Quality Assurance~~ ~~Manager,~~ and Pakistan ~~Customer~~Mobile ~~Support~~Communications ~~Manager~~Ltd. in Pakistan.

~~Michael~~Richard E.Seifert, ~~Criden has~~57, is ~~been~~a seasoned professional, having aworked ~~director~~as ofan ~~the~~advisor ~~Company~~and ~~since~~an ~~November~~executive ~~2005.~~for ~~From~~over ~~1994~~25 toyears, ~~the~~and ~~present~~in ~~Mr.~~the internet ~~Criden~~technology field since 1992. His focus has been aprimarily ~~partner~~on ~~with~~the delivery ~~Hanzman~~of &media ~~Criden,~~content ~~P.A.,~~over athe ~~South~~internet. Approximately ~~Florida~~ten ~~law~~years ~~firm~~ago, ~~that~~he ~~devotes~~was ~~much~~one of ~~its~~a ~~practice~~small togroup ~~class~~of ~~action~~pioneers ~~and~~working ~~complex~~on ~~commercial~~the delivery of rich ~~litigation.~~media Mrcontent to cellular telephones. During ~~Criden~~this entire period he has ~~been~~made aconsiderable ~~practicing~~contacts ~~attorney~~and ~~for~~gained ~~the~~significant ~~past~~insight 18into ~~years.~~the wireless ~~Mr. Criden~~world, ~~received~~having aworked ~~Bachelor~~in ofthis ~~Science~~area ~~degree~~for ~~from~~as ~~Florida~~long ~~International~~as carriers have been trying ~~University~~to sell indata ~~1984~~usage. Mr. ~~and~~Seifert ~~obtained~~worked awith ~~doctorate~~the ofCompany ~~jurisprudence~~as ~~with~~an ~~honors~~advisor ~~from~~in ~~the~~strategic ~~University~~partnering, business planning, sales/marketing and early stage funding from February of ~~Miami~~2003 inthrough ~~1987.~~March of 2005

~~David~~Daniel R.McKelvey, ~~Ross~~41, ~~was~~is a ~~elected~~co-founder ~~President~~and onManaging ~~February~~Partner 28of Forté Partners, ~~2006~~LLC. Mr. ~~From October 1994 to February 2006,~~McKelvey ~~Mr.~~is ~~Ross~~also ~~served~~a inmember ~~various~~of ~~capacities~~the atBoard ~~Clear~~of ~~Channel~~Directors ~~Communications,~~of ~~Inc., a diversified~~Wherify ~~media~~Wireless ~~company~~and ~~involved in radio broadcasting, outdoor advertising~~several ~~and~~private ~~live entertainment~~companies. Mr. ~~From~~McKelvey ~~October~~is ~~2003~~an toactive ~~February 2006~~entrepreneur, ~~Mr. Ross served~~ asco-founding ~~a Regional~~Forté ~~Vice-President~~Capital ~~and~~LLC, ~~was~~a ~~responsible~~New ~~for~~York ~~managing~~based apublic ~~division~~money ofmanagement ~~Clear~~firm ~~Channel~~with ~~consisting~~over of$550 25million ~~radio properties grossing~~ in ~~excess~~assets ofunder ~~$82 million annually~~management.

~~Glenn~~William H.(Bill) ~~Singer~~Scigliano, ~~has~~47, ~~been a~~has ~~director~~many years of ~~the~~experience ~~Company~~as ~~since~~a ~~November~~C-level ~~2005~~executive and ~~has been the Chairman of~~technology ~~the Board since December 7, 2005~~innovator. Prior ~~From 1997~~ to ~~the~~joining ~~present~~Forté Partners, Mr. ~~Singer~~Scigliano ~~has~~was ~~been~~the ~~a private~~Chairman ~~investor~~of inWherify ~~numerous~~Wireless, ~~ventures~~Inc. ~~and~~a isdeveloper ~~currently~~of ~~the~~assisted ~~Mayor~~GPS oflocation ~~the town~~products ~~of Golden~~and ~~Beach~~services ~~located~~embedded in ~~South~~cell ~~Florida~~phones. ~~From 1991 to 1997,~~ Mr. ~~Singer~~Scigliano was aformerly the ~~co-founder~~CEO and ~~Executive~~Chairman ~~Vice-President~~ of ~~National~~IQ ~~Business Solutions~~Biometrix, Inc., a ~~professional~~ ~~employer~~leading ~~organization~~provider ~~that~~of ~~was sold to Paychex, Inc., a provider~~facial ~~of payroll,~~identification ~~human~~technology ~~resource~~ and ~~benefits~~security. In ~~solutions~~addition, ~~in 1996.~~ Mr. ~~Singer~~Scigliano serves isas a ~~graduate~~ ofDirector ~~Florida~~on ~~State~~the ~~University~~boards ~~and~~of isAcies, aInc. ~~CPA~~and Critical Reach.

~~Justin~~Scott A.Hughes, ~~Stanley~~38, ~~Jr. has~~Vice ~~been a~~President ~~director~~ of Engineering, joined the Company ~~since~~in ~~July~~March ~~2005.~~2001 ~~Mr.~~and ~~Stanley~~ is responsible ~~currently~~for aproduct ~~Managing~~design, ~~Principal~~scope, and ~~the~~development ~~Chief Financial Officer~~ of ~~The~~our ~~Staubach Company~~services, ~~Midwest~~including ~~Division, positions he has held since October 2000. He has~~the ~~over 15 years experience in real estate finance,~~ development, ~~and~~of ~~property management.~~multiple ~~Between~~new ~~1997~~video and ~~2000,~~rich hemedia ~~served~~communications asservices ~~Chief Financial Officer~~ and ~~principal~~supporting ~~of McCaffery Interests, Inc~~architecture., aFrom ~~real~~1996 ~~estate~~to ~~development~~2001, ~~company primarily specializing in retail development~~Mr. ~~While~~Hughes atwas ~~McCaffery,~~Director ~~the~~of ~~Company~~Network ~~developed~~ and~~/or~~ ~~redeveloped~~Security ~~projects~~Consulting ~~with~~Services aat ~~combined~~Redmond ~~cost~~Technology ofPartners, ~~over~~a ~~$400 million.~~Seattle-based ~~Before~~consulting ~~joining~~group, ~~the~~whose ~~real~~clients ~~estate~~included ~~industry~~Microsoft, ~~Mr.~~Infospace, ~~Stanley spent one-year trading~~VoiceStream atand ~~the~~Western ~~Chicago Mercantile Exchange and eight years at Arthur Andersen & Co~~Wireless. ~~in the audit division~~Mr. HeHughes ishas aheld ~~graduate~~various ofmanagement ~~Dartmouth~~and ~~College, received an M.B.A.~~technology ~~from~~positions ~~the~~with ~~University~~Comnet ofCellular/Verizon, ~~Chicago~~BellSouth and isTurner ~~a CPA. Mr. Stanley is also on the board~~Entertainment ~~of The Children~~Group’s ~~Care~~Worldwide ~~Foundation~~Information ~~and~~Technology ~~the Chicago Platform Tennis Charities, Inc~~Services.

~~-32-~~Tony Novia, 48, joined the Company as of June 2006 as Senior Vice President — Content & Distribution. Prior to joining SmartVideo, Mr. Novia served as the International Vice President at Universal Motown Records Group from 2003. Mr. Novia was the Senior Vice President at Radio & Records from 1993 to 2003.

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~~Index~~Table to of ~~Financial Statements~~Contents

Ronald A. Warren joined SmartVideo in December 2003 as Vice President of Investor Relations and Corporate Communications and was elected as Secretary of the Corporation in September 2004. Mr. Warren is a senior level communications professional with a broad background in financial, technical and regulatory issues. His experience includes communications for high growth publicly held companies, national and multicultural audiences. He is a published author of “How to Create a Successful Annual Report” and a frequent guest speaker at national and local industry events. Prior to joining SmartVideo, from 2002 to 2003, Mr. Warren was Director of Investor Relations and Corporate Communications at Beazer Homes USA, Inc. From 1994 to 2002, Mr. Warren was Director of Investor Relations, Corporate Communications and Assistant Secretary of Theragenics Corporation. Mr. Warren is an active member of the National Investor Relations Institute (NIRI) and served as the Atlanta Chapter President from 2002 to 2003.

Key Employees

~~Scott~~Ronald ~~Hughes,~~A. Warren joined ~~36,~~ SmartVideo in December 2003 as Vice President of ~~Engineering,~~Investor ~~joined~~Relations ~~SmartVideo~~and Corporate Communications and was elected as Secretary of the Corporation in September ~~March~~2004. ~~2001~~Mr. ~~and~~Warren is a senior level communications professional with ~~responsible~~a broad ~~for~~background ~~product~~in ~~design~~financial, ~~scope,~~technical and ~~development~~regulatory ofissues. ~~our~~His ~~services,~~experience ~~including~~includes ~~the~~communications ~~development~~for ofhigh ~~multiple~~growth ~~new~~publicly ~~video~~held companies, national and multicultural ~~rich~~audiences. ~~media~~He ~~communications~~is a published author of “How to Create a Successful ~~services~~Annual Report” and ~~supporting~~a ~~architecture~~frequent guest speaker at national and local industry events. ~~From~~Prior ~~1996~~to joining SmartVideo, from 2002 to ~~2001~~2003, Mr. ~~Hughes~~Warren was Director of ~~Network~~Investor Relations and ~~Security~~Corporate ~~Consulting~~Communications ~~Services~~ at ~~Redmond~~Beazer ~~Technology~~Homes ~~Partners~~USA, Inc. ~~a Seattle-based~~From ~~consulting~~1994 ~~group~~to 2002, ~~whose~~Mr. ~~clients~~Warren ~~included~~was ~~Microsoft,~~Director ~~Infospace~~of Investor Relations, Corporate ~~VoiceStream~~Communications and ~~Western~~Assistant ~~Wireless~~Secretary of Theragenics Corporation. Mr. ~~Hughes~~Warren is an ~~has~~active ~~held~~member ~~various~~of ~~management~~the ~~and technology~~National ~~positions~~Investor ~~with~~Relations ~~Comnet~~Institute ~~Cellular/Verizon,~~(NIRI) ~~BellSouth~~ and ~~Turner~~served ~~Entertainment~~as ~~Group’s~~the ~~Worldwide~~Atlanta ~~Information~~Chapter ~~Technology~~President ~~Services~~from 2002 to 2003.

~~William~~ Our J. Loughman, 51, has been the Company’s Vice President of Finance since March 2006. Mr. Loughman joined SmartVideo with over 25 years of finance and operations experience, primarily in the telecommunications industry. Prior to joining SmartVideo, he was with AirGate PCS as Vice President and Chief Financial Officer from July 2004 to March 2005. From April 1998 to December 2003 he was with o2wireless Solutions where he held various positions including President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. He has also held various financial and operations positions with AT&T Wireless from 1996 to 1998, Motorola from 1993 to 1996, Bell Atlantic from 1988 to 1993, and Cellular One from 1985-1988. Mr. Loughman earned his B.B.A. degree from Iona College and M.B.A from Manhattan College. Board

~~Pursuant~~Our ~~to an agreement with Tatum, LLC, the Company pays Mr. Loughman a salary of~~Board ~~$20,000~~consists ~~per month less the amount~~ of ~~the~~four ~~Company's portion of FICA taxes~~directors. ~~In addition,~~The ~~the~~Board ~~Company~~ has ~~granted~~determined ~~Mr.~~that ~~Loughman~~two ~~options~~of tothe ~~purchase 80,000 shares~~Directors ofqualify ~~the~~as ~~Company's~~“independent” ~~common~~as ~~stock~~defined atby anapplicable ~~exercise~~NASDAQ ~~price~~and ofSEC $1rules.95 ~~per share. The~~In ~~options~~making ~~vest~~this atdetermination, the ~~rate~~Board ofhas ~~10,000~~concluded ~~per~~that ~~month~~none ~~and~~of ~~expire~~these ~~10 years from the date~~members ofhas ~~grant.~~a ~~The~~relationship ~~agreement commenced on March 20~~which, ~~2006~~in ~~and~~the ~~extends~~opinion ~~through~~of ~~December 31,~~the ~~2006. Thereafter~~Board, ~~the~~would ~~agreement~~interfere ~~will automatically renew for additional~~with ~~three-month periods unless either party gives~~ the ~~other party written notice~~ exercise of ~~its~~ ~~intent~~independent ~~not~~judgment toin ~~renew~~carrying atout ~~least 30 days prior to~~ the ~~end~~responsibilities of ~~the then current~~a ~~period~~director.

~~Audit~~Board ~~Committee Financial Expert~~Committees

The Board ofcurrently ~~Directors~~ has ~~an Audit Committee~~, ~~which~~and isappoints ~~comprised~~members ~~of Michael Criden~~to, ~~Glenn Singer~~ ~~and~~three ~~Justin~~standing ~~Stanley.~~committees: ~~The board of directors has examined~~ the ~~composition~~Audit ofCommittee, the ~~Audit~~Compensation Committee ~~in light of the listing standards of the Nasdaq stock market~~ and the ~~regulations~~Nominating ~~under~~Committee. ~~the~~Each ~~Exchange Act applicable to audit~~member ~~committees. Based upon this examination, the board~~ of ~~directors~~these ~~has~~committees ~~determined that each member~~ is ~~an “~~independent” ~~director~~as ~~within~~defined ~~the~~by ~~meaning~~applicable ofNASDAQ ~~such~~and ~~listing~~SEC ~~standards and the Exchange Act and the~~ rules. ~~and~~The ~~regulations~~current ~~thereunder~~members ~~and each~~ of ~~Glenn~~ ~~Singer and Justin Stanley qualify as an “audit committee financial expert” as that term is defined in applicable regulations of~~ the ~~Securities~~committees ~~and Exchange~~are ~~Commission.~~identified below:

Director Audit Compensation Nominating William Scigliano X Daniel McKelvey X X William J. Loughman Richard Seifert

At the Board of Directors meeting held on December 7, 2005, the Board of Directors adopted a director compensation policy that provides the framework to compensate our independent directors for their service. Each board member will receive an option to purchase 250,000 shares of our common stock upon their joining the board. For attendance at Board of Director meetings, each director will be entitled to receive $500 for each telephonic meeting and $1,500 plus reasonable reimbursable expenses for each meeting attended in person. For service on our committees, each committee member will receive an additional option to purchase 25,000 shares of our common stock per committee per year. The Chairman of each committee will also receive an additional option to purchase 10,000 shares of our common stock for service as the Chairman of each committee. Additionally, the Chairman of the Board will receive an option to purchase 25,000 shares of our common stock annually. These options will vest quarterly over the subsequent 12 months. In the unlikely event that a director is unable to fulfill his entire term as a board member, there will be a pro rata allocation of the options earned through the date of termination in accordance with the terms of the option agreements.-31-

~~Summary~~Table ~~Compensation~~ of ~~Table~~Contents

~~The~~EXECUTIVE following table sets forth certain information concerning compensation paid during fiscal years ended December 31, 2003, 2004 and 2005, to the persons who served as our Chief Executive Officers, and all other executive officers, whose total annual salary and bonus exceeded $100,000 during 2005 (collectively, the “Named Executives”):COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of Compensation Program

This section discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and places in perspective the data presented in the tables and narrative that follow.

Our compensation program for executive officers is designed to attract, as needed, individuals with the skills necessary for us to achieve our business plan, to motivate those individuals, to reward those individuals fairly over time, and to retain those individuals who continue to perform at or above the levels that we expect. It is also designed to reinforce a sense of ownership, urgency and overall entrepreneurial spirit and to link rewards to measurable corporate and individual performance.

Elements of Compensation

There are three main components to our compensation package: base salaries, annual cash bonuses, and stock based compensation. A fourth, less significant component is other benefits and perquisites. Our compensation program is designed to be competitive with other employment opportunities and to align the interests of all employees, including our executive officers, with the long-term interests of our stockholders.

We fix executive officer base compensation at a level we believe enables us to hire and retain individuals in a competitive environment and to reward satisfactory individual performance and a satisfactory level of contribution to our overall business goals. We also take into account the base compensation that is payable by companies that we believe to be our competitors and by other private and public companies with which we believe we generally compete for executives. We have accessed a number of executive compensation surveys and other databases and review them when making crucial executive officer hiring decisions and annually when we review executive compensation. We designed our executive cash bonuses to focus our executives on achieving key corporate financial objectives, to motivate certain desired individual behaviors and to reward substantial achievement of these company financial objectives and individual goals. We utilize these cash bonuses to reward performance achievements with a time horizon of one year or less, and we utilize salary as the base amount necessary to match our competitors for executive talent. We utilize stock options and restricted stock to reward long-term performance, with excellent corporate performance and extended officer tenure producing potentially significant value for the officer.

We view these components of compensation as related but distinct. Although our compensation committee does review total compensation, we do not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components. We determine the appropriate level for each compensation component based in part, but not exclusively, on the analysis of the compensation committee and the Board of Directors consistent with our recruiting and retention goals, our view of internal equity and consistency, and other considerations we deem relevant, such as rewarding extraordinary performance. Prior to the Registration Statement on Form S-1, in which this Compensation Discussion and Analysis is included, uVuMobile has previously engaged compensation consultants to assist with this analysis, but currently we are not utilizing such consultants.

We believe that, as is common in the technology sector, stock option awards and restricted stock are the primary compensation-related motivators in attracting and retaining executives and that salary and bonus levels are secondary considerations. Except as described below, our compensation committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. However, our compensation committee’s philosophy is to make a greater percentage of an employee’s compensation performance-based as he or she becomes more senior and to keep cash compensation to the minimum competitive level while providing the opportunity to be well rewarded through equity if the company performs well over time.

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Table of Contents

Our compensation committee’s current intent is to perform at least annually a strategic review of our executive officers’ compensation levels to determine whether they provide adequate incentives and motivation to our executive officers and whether they adequately compensate our executive officers relative to comparable officers in other companies with which we compete for executives. These companies may or may not be public companies, but typically are within the cable, telecommunications and media industries, which we believe face similar issues to us. Our compensation committee’s most recent review occurred in the first quarter of 2007. Compensation committee meetings typically have included, for all or a portion of each meeting, not only the committee members, but also our chief executive officer. For compensation decisions, including decisions regarding the grant of equity compensation, relating to executive officers, our compensation committee typically considers recommendations from the chief executive officer as one factor in its analysis.

Since January 1, 2006, we account for equity compensation paid to our employees under the rules of SFAS No. 123R, which requires us to estimate and record an expense over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. Unless and until we achieve sustained profitability, the availability to us of a tax deduction for compensation expense will not be material to our financial position. We structure cash bonus compensation so that it is taxable to our executives at the time it becomes available to them. We currently intend that all cash compensation paid will be tax deductible for us. However, with respect to equity compensation awards, while any gain recognized by employees from nonqualified options should be deductible, to the extent that an option constitutes an incentive stock option gain recognized by the optionee will not be deductible if there is no disqualifying disposition by the optionee. In addition, if we grant restricted stock or restricted stock unit awards that are not subject to performance vesting, they may not be fully deductible by us at the time the award is otherwise taxable to the employee.

Factors unique to 2007

We had two separate chief executive officers during 2007. On August 31, 2007, our then Chief Executive Officer, David Ross, resigned from that position at uVuMobile. Mr. Ross was not paid any severance amounts pursuant to his employment agreement with uVuMobile. Our Board of Directors performed a search for a candidate with experience in our areas of business. As a result of the search, the Board of Directors of uVuMobile hired William Loughman as our new Chief Executive Officer effective August 23, 2007.

Base Salaries

We provide our executive officers with a level of cash compensation that facilitates an appropriate lifestyle and provides a reasonable minimum compensation. We make this determination based on a variety of factors including professional accomplishments, level of education, past experience and scope of responsibilities. The actual amount of base salary paid to each executive officer is set forth in the “Summary Compensation Table” included later in this Registration Statement on Form S-1.

The salary level for Mr. Ross as Chief Executive Officer was set at a rate of $275,000 per year beginning in August 2006 and remained at that level until his resignation. When Mr. Loughman joined uVuMobile in August 2007, his annualized salary was set at the rate of $180,000. The salary level for Mr. Hughes, our Chief Technology Officer, was set at a rate of $180,000 per year beginning in August 2007. The salary level for Mr. Novia, our Senior Vice-President of Content, was set at a rate of $162,000 per year beginning in August 2007. The base salary amounts for all three executive officers, Mr. Loughman, Mr. Hughes and Mr. Novia remain at their 2007 levels.

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~~Back~~Table ~~to Table~~ of Contents

~~Index to Financial Statements~~Bonuses

	Annual Compensation			Long-term Compensation Awards
Name	Year	Salary ($)	Bonus($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options/SARs (#)	LTIP Payouts ($)
Richard E. Bennett, Jr.	2005	75,000	—	—	—	—	—
	2004	75,000	—	—	—	—	—
	2003	78,125	—	—	—	—	—
Ronald A. Warren	2005	72,020	—	—	—	—	—
	2004	72,020	—	65,625(1)	—	100,000	—
	2003	6,003	—	—	—	—	—

We currently have no established cash bonus or non-equity incentive plan. As set forth in their respective employment agreements with uVuMobile, Mr. Loughman, Mr. Hughes and Mr. Novia are each eligible for cash bonuses upon the achievement of goals set by the Board of Directors. No bonuses have ever been paid to any of the above referenced executive officers under this provision of their employment agreements since uVuMobile has not achieved the goals set by the Board of Directors for the granting of these bonuses. The compensation committee felt that these bonuses should be based on our executive officers’ success as a team, as well as individually. No goals for the possible achievement of cash bonuses by Mr. Loughman, Mr. Hughes and Mr. Novia have been set for the 2008 fiscal year. The compensation committee of the Board of Directors also has the power to award discretionary cash bonuses to each of Mr. Loughman, Mr. Hughes, and Mr. Novia; however, no such bonuses have ever been granted.

~~(1)~~Stock ~~Represents~~ Based the difference between the market value of the stock, as reported on the Over-the-Counter Bulletin Board on the date of grant, September 1, 2004 ($2.07) and the exercise price of the option ($1.00). Compensation

~~Aggregated~~All ~~Option~~ of our ~~Exercises~~employees participate in ~~Last~~our ~~Fiscal~~stock ~~Year~~based compensation plans and ~~Year~~receive awards of non-~~End~~qualified ~~Option~~stock options or restricted stock. We use ~~Values~~ non-qualified options because of the favorable tax treatment to us and the near universal expectation by employees in our industry that they will receive stock options. The overwhelming majority of these awards are time-based options which vest over a period of two years while the employees are in the employ of uVuMobile. Our current executive officers have received stock options and restricted stock as part of their compensation. The value of the shares subject to option grants and grants of restricted stock to executive officers are reflected in the “Summary Compensation Table” table below and further information about these grants is reflected in the “uVuMobile Grants of Plan-Based Awards Table” below.

~~The~~We ~~following~~ do ~~table~~not have ~~sets~~any ~~forth~~program, ~~information~~plan ~~with~~or ~~respect~~obligation that requires us to grant equity compensation on specified dates. We have not made equity grants in connection with the ~~exercised~~release ~~and~~or withholding of material non-public ~~unexercised~~ information. It ~~options~~is topossible ~~purchase~~that ~~shares~~we will establish programs or policies of ~~common~~this ~~stock~~sort ~~for~~in the ~~Named~~future. ~~Executives~~Authority to make equity grants to ~~held~~ executive byofficers ~~them~~rests atwith ~~December~~our 31compensation committee; however, ~~2005.~~as ~~None~~noted above, ofour ~~the~~compensation ~~Named~~committee ~~Executives~~does ~~exercised~~consider ~~any options~~the ~~during~~recommendations ~~fiscal~~of ~~year~~our chief executive ~~2005~~officer.

	Number of Securities Underlying Unexercised Options at December 31, 2005		Value of Unexercised In the Money Options at December 31, 2005(1)
Name	Exercisable	Unexercisable	Exercisable	Unexercisable
Richard E. Bennett, Jr.	—	—	$ —	—
Ronald A. Warren	—	100,000	$ —	$ 363,500

In general, our philosophy is to set common goals for all executive officers for all performance-based option grants and grants of restricted stock. We expect that in normal circumstances, future option grants and grants of restricted stock that are performance based will be based on common goals for all executive officers.

~~(1)~~At ~~Based~~ the on present ~~the~~time, ~~difference~~we ~~between~~have ~~the~~no ~~option’s~~formal ~~exercise~~policy ~~price~~related ~~and~~to astock ~~closing~~ownership ~~price~~for ofexecutive ~~$5.26~~ officers, ~~for~~and ~~the~~in ~~underlying~~establishing ~~common~~grant ~~stock~~levels, onwe ~~December~~generally ~~30,~~do ~~2005~~not ~~(our~~consider the equity ~~last~~ownership ~~business day~~levels of ~~fiscal~~the ~~year~~executive ~~2005)~~officers asor ~~reported~~the byexistence ~~the~~of ~~Over-the-Counter~~fully vested ~~Bulletin~~prior ~~Board~~awards.

~~The~~Timing ~~Board~~ of ~~Directors~~Option of the Company adopted the 2005 Plan effective January 3, 2006 to provide incentives to attract and retain individuals performing services for the Company. The 2005 Plan allows for the issuance of up to 10,000,000 shares of the Company’s common stock. On February 23, 2006, the stockholders approved the 2005 Plan. As of December 31, 2005, no options have been granted under the 2005 Plan.Grants

~~Employment~~We ~~Agreements~~ do not have a formal written policy related to the timing of option grants or grants of restricted stock; however we do have certain time periods when options are normally granted. At the present time, we do not have many analysts that follow our common stock and the release of our quarterly financial reports normally has little or no impact on the price of our common stock. There are two normal situations where options are granted. The first is when a new employee, including an executive officer, is hired. If a new employee receives options as part of starting employment, those options are granted either at, or shortly after, the employment start date. All options to employees that have been granted to date, including those to the executive officers, are time-based awards.

Richard E. Bennett, Jr.’s employment agreement provided for an initial base salary of $75,000 and was increased to $150,000 on January 19, 2006, with subsequent increases as determined by our Board of Directors. The employment agreement provides, among other things, for participation in an equitable manner in any profit-sharing or retirement plan for employees or executives and for participation in employee benefits applicable to our employees and executives, as well as for the provision of an automobile allowance of up to $650 per month in any month in which we are profitable and other fringe benefits commensurate with his duties and responsibilities and for benefits in the event of disability. Pursuant to the employment agreement, employment may be terminated by us with cause or by the executive with or without good reason. Termination by us without cause or by the executive for good reason would subject us to liability for liquidated damages in an amount equal to six months of the current salary of the terminated executive as of the date of termination.

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~~Back~~Table ~~to Table~~ of Contents

~~Index~~For executive officers, the compensation committee also meets annually to ~~Financial~~establish ~~Statements~~ compensation levels, including salary, bonus, options and restricted stock, for the year. This meeting normally occurs in the first quarter of each year. In 2008, the compensation committee is expected to complete this activity in February.

OnAll ~~February~~ option ~~28,~~grants ~~2006,~~for weall ~~entered~~employees ~~into~~are anapproved ~~employment~~by ~~agreement with David R. Ross, pursuant to which he will serve as~~ the ~~Company’s~~compensation ~~President for a period of two~~committee ~~years. Mr. Ross is entitled to a base salary~~ of ~~$200,000 per annum, which may~~ ~~be increased at~~ the ~~discretion of the Compensation Committee of the~~ Board of Directors. We also granted Mr. Ross an incentive stock option to purchase an aggregate of 476,190 shares of the Company’s common stock and a non-qualified stock option to purchase an aggregate of 523,810 shares of the Company’s common stock. The ~~incentive~~compensation ~~stock~~committee ~~option~~does ~~and~~not ~~the~~delegate ~~non-qualified stock option are each~~any ~~exerciseable at $2.10 per share for a period~~ of ~~10 years from the date of grant.~~its ~~The~~ powers incentive stock option vests at the following percentages and at the following times: (1) 10% of the shares vested on February 28, 2006, and (2) 10% of the shares vest on each anniversary date thereafter for ~~the~~granting ~~succeeding~~options nine years. The non-qualified stock option vests in the following percentage and at the following times: (1) 50% of the shares vest on February 28, 2006, and (2) the balance of the shares vest on February 28, 2007. We have agreed to ~~reimburse Mr~~others. Ross the rental costs of an apartment or condominium unit in Atlanta, Georgia, in an amount not to exceed $1,500 per month. The employment agreement made with Mr. Ross may be terminated with or without “cause” (as defined in the agreement) and contains customary non-competition, confidentiality and indemnification provisions. If the employment agreement is terminated by us without cause or by Mr. Ross with advance “Notice of Termination,” a pro rata portion of Mr. Ross’ unvested options will vest immediately. If the employment agreement is terminated by the Company with cause or by Mr. Ross without advance Notice of Termination, then Mr. Ross forfeits the options that have not vested as of the date of termination or resignation.

WeOther ~~entered~~ Benefits into an employment agreement with Ronald A. Warren on December 9, 2003. The employment agreement provides for an initial base salary of $72,020 with subsequent increases as determined by our Board of Directors. The employment agreement provides, among other things, for participation in employee benefits applicable to our employees and executives. Pursuant to the employment agreement, employment may be terminated by us or by Mr. Warren with or without cause. The agreement also provided for the grant of 25,000 stock options.Perquisites

~~Consultant~~Since ~~Compensation~~ we have not yet reached profitability, we take a relatively minimal approach to benefits for all employees, including our executive officers. There are no benefit plans available to our executive officers that are not available to all employees. These benefits include health and dental insurance, group term life insurance, disability insurance and our 401(k) plan. Historically, our 401(k) is funded entirely by employee elective deferrals. There are no special benefits or perquisites provided to any executive officer. We have no company funded retirement plans or deferred compensation plans. We also do not provide any of the perquisites common at larger companies.

InSeverance ~~November 2004, the Company entered into agreements with Interim CFO Solutions LLC, a former consultant, to pay the consultant in common stock~~ and ~~warrants for services~~Change ~~to the Company over a two-year period. Pursuant to the agreements, the Company issued to the consultant 400,000 units, each~~ of ~~which consisted~~Control of one share of common stock and two 1/4 warrants to purchase common stock with exercise prices of $1.50 per share and $2.00 per share. The Company also issued to the consultant a warrant to purchase 1,739,130 units at $1.00 per unit, with each unit consisting of one share of common stock and two 1/4 warrants to purchase common stock at $1.50 per share and $2.00 per share. The warrants also contain a cashless exercise provision. In addition, the Company granted the consultant certain piggy-back registration rights that applied to the Company's recent registration statement declared effective by the SEC on February 10, 2006. However, the Company did not include the consultant's common stock or shares underlying the warrants in the registration statement. The Company is attempting to reduce the amount of equity compensation paid to the consultant for the services provided to the Company.Provisions

OnEach ~~January~~ of our ~~30,~~current ~~2006~~executive officers, ~~the Company entered into a settlement agreement with~~ Mr. ~~Richard~~ ~~Seifert and KC Ventures~~Loughman, ~~Inc.~~ Mr. ~~Seifert~~Hughes and KCMr. ~~Ventures had alleged~~Novia, ~~that~~ currently ~~they had earned or would~~ have ~~earned~~a ~~compensation~~employment ~~under~~agreement ~~two agreements~~ with ~~the~~ ~~Company~~uVuMobile, ~~in excess of $10 million for providing customers~~ and ~~content to the Company.~~ Mr. ~~Seifert~~Ross, ~~and~~our KCformer Chief ~~Ventures~~Executive ~~also~~Officer, ~~contended that they~~ had ~~earned fees under~~ an ~~advisory~~employment agreement inwhich ~~excess~~contain ~~of $1 million and~~ certain ~~stock options~~ ~~as a~~ provisions ~~result of raising capital~~ for the ~~Company.~~acceleration ~~Pursuant to the terms~~ of ~~the settlement~~option ~~agreement,~~grants ~~the Company issued 800,000 shares of the Preferred Stock to Mr. Seifert~~ and ~~200,000~~grants ~~shares~~ of ~~the Preferred Stock to his attorneys,~~restricted ~~Frank, Rosen, Snyder & Moss, L.L.P., in exchange for Mr. Seifert~~ stock and ~~KC Ventures~~severance ~~agreeing~~payments toif ~~dismiss~~ their ~~pending~~employment ~~arbitration~~is ~~with~~terminated ~~prejudice~~without ~~and~~cause toor ~~exchange mutual releases with Mr. Seifert and KC Ventures. The Company also~~ under ~~granted~~ other ~~certain piggy-back registration rights to the claimants with respect to the shares of common stock underlying the Preferred Stock issued to them~~circumstances.

Mr. Ross resigned as the company’s Chief Executive Officer effective August 31, 2007, but he did not receive any severance payments or the acceleration of any stock options or restricted stock.

Compensation Approval Process

The compensation committee of our Board of Directors approves all compensation and awards to all executive officers. Regarding most compensation matters, including executive compensation, the chief executive officer provides recommendations to the compensation committee. However, the compensation committee does not delegate any of its functions to others in setting compensation. To this point, we have made formal use of compensation consultants in the past in determining executive compensation levels for any of our executive officers, but we do not currently have any such consultants engaged. We do, however, intend to undergo a thorough review of our executive compensation practices in 2008 to insure that our current compensation practices are reasonable and appropriate for our circumstances. We anticipate that this review will include benchmarking against other companies. This review may or may not include an independent analysis by compensation consultants.

As previously discussed, we hired a new Chief Executive Officer during 2007. In the case of Mr. Loughman, we did not use a search firm. In the course of that search, the compensation committee discussed the compensation of Mr. Ross, our exiting Chief Executive Officer, as well as a range of possible compensation for a new Chief Executive Officer. The compensation committee feels that the compensation of Mr. Loughman as Chief Executive Officer falls within the reasonable range. We did not do a specific analysis, nor did we receive any written report or specific recommendations as to the compensation for Mr. Loughman as Chief Executive Officer. We believed that our proposal for Mr. Loughman’s compensation was reasonable, and Mr. Loughman accepted the proposal.

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~~Back to~~ Table of Contents

~~Index~~Compensation to Committee ~~Financial Statements~~Report

~~SECURITY~~We ~~OWNERSHIP~~ have reviewed OFand ~~CERTAIN~~discussed ~~BENEFICIAL~~with ~~OWNERS~~management ~~AND~~the Compensation Discussion and Analysis ~~MANAGEMENT~~ to be included in the Company’s 2007 Annual Report on Form 10-K for the fiscal year ended December 31, 2007, to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2007.

~~The~~Compensation ~~following table reflects, as of June 26, 2006, the beneficial common stock ownership of~~ Committee: (i) each of our directors, (ii) each person known by us to be a beneficial holder of 5% or more of our common stock, (iii) each Named Executive, and (iv) all of our executive officers and directors as a group:

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percentage Shares Beneficially Owned
Richard E. Bennett, Jr. (2)	3,510,000	7.0%
William R. Dunavant (3)	3,900,000	7.7%
Robert J. Walters (4)	3,866,500	7.7%
Wachovia Corporation	2,740,900	5.4%
Michael E. Criden(5)	2,567,501	4.9%
Glenn H. Singer(6)	3,205,000	6.1%
Justin A. Stanley(7)	484,541	*
David Ross (8)	309,524	*
Ronald A. Warren	68,750	*
All directors and executive officers as a group (6 persons)	10,145,316	18.6%

/s/ Daniel McKelvey

* LessDaniel ~~than 1%.~~ McKelvey

(1) Beneficial ownership is determined in accordance with the rules of the SEC. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of June 26, 2006, are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Unless otherwise indicated in the footnotes to this table, we believe that stockholders named in the table have sole voting and sole investment power with respect to the shares set forth opposite such stockholder’s name. Unless otherwise indicated, the officers, directors and stockholders can be reached at our principal offices. Percentage of ownership is based on 50,450,617 shares of Capital Stock outstanding (including 3,436,665 shares of common stock underlying the Preferred Stock as of June 26, 2006).

(2) Represents 3,510,000 shares held by a trust for the benefit of Richard E. Bennett, Jr.

(3) Represents 3,900,000 shares held by a trust for the benefit of William R. Dunavant.

(4) Includes 2,866,500 shares owned directly by Robert J. Walters and 1,000,000 shares held by a trust for the benefit of Robert J. Walters.

(5) Represents 966,667 shares of common stock into which Mr. Criden’s shares of the Preferred Stock are convertible, six warrants to purchase an aggregate of 1,308,334 shares of common stock at exercise prices ranging from $1.75 per share to $2.00 per share, and options to purchase 335,000 shares of common stock at exercise prices ranging from $1.20 per share to $1.91 per share, of which options to purchase 292,500 shares are exercisable within 60 days of June 26, 2006.

(6) Represents 1,200,000 shares of common stock into which Mr. Singer’s shares of the Preferred Stock are convertible, seven warrants to purchase an aggregate of 1,650,000 shares of common stock at exercise prices ranging from $1.75 per share to $2.00 per share, and options to purchase 360,000 shares of common stock at exercise prices ranging from $1.20 per share to $1.91 per share, of which options to purchase 305,000 shares are exercisable within 60 days of June 26, 2006. The warrants are issued in the name of GHS Holdings Limited Partnership, a company that Mr. Singer controls.

(7) Represents 166,113 shares of common stock held by Mr. Stanley, three warrants to purchase 25,928 shares of common stock at an exercise price of $0.75 per share, options to purchase 335,000 shares of common stock at exercise prices ranging from $0.90 per share to $1.91 per share, of which options to purchase 292,500 shares are exercisable within 60 days of June 26, 2006, and 10,000 shares of common stock held in a custodial account for his children.

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~~Back~~Table ~~to Table~~ of Contents

~~Index~~SUMMARY to COMPENSATION ~~Financial Statements~~TABLE

(8) Represents options to purchase 309,524 shares of common stock which are exercisable at $2.10 per share within 60 days of June 26, 2006.

Name / Position	Year	Salary		Option Awards		All other Compensation		Total
David Ross CEO (a)	2007	$	171,874.95	$	385,820.21	$	N/A	$	557,695.16
William J. Loughman CEO, CFO (b)	2007	$	215,684.00	$	22,647.51	$	N/A	$	238,331.51
Scott Hughes CTO (c )	2007	$	170,000.39	$	48,861.80	$	25,000.00	$	243,862.19
Tony Novia SVP (d)	2007	$	161,709.05	$	217,262.21	$	25,000.00	$	403,971.26

(a)

Mr. Ross resigned as CEO on August 31, 2007.

(b)

Mr. Loughman was named CEO and President on August 23, 2007. In November of 2007, Mr. Loughman's base salary became $180,000 in an effort to contain payroll costs. In addition, Mr. Loughman was granted a total of 1,350,000 stock options in 2007. The exercise price of all options is based on the closing price on the dates of grant.

(c)

Mr. Hughes' August 2006 Employment Agreement was terminated in August 2007. However, upon signing a new agreement in November 2007, Mr. Hughes' salary became $180,000 and he received a lump-sum payment of $25,000 upon signing a Settlement Agreement for his terminated 2006 Employment Agreement. In addition, Mr. Hughes was granted a total of 1,100,000 stock options. The exercise price of all options is based on the closing price on the date of the grant.

(d)

Mr. Novia's June 2006 Employment Agreement was terminated in August 2007. Upon signing a new Employment Agreement, Mr. Novia receives a base salary of $162,000. He also received a lump-sum payment of $25,000 as stated in a Settlement Agreement regarding his June 2006 Employment Agreement. In addition, Mr. Novia was granted a total of 600,000 stock options in 2007. The exercise price of all options is based on the closing price on the date of the grant.

uVuMobile Grants of Plan-Based Awards Table

		All Other Option Awards:
Name	Grant Date	Number of Securities Underlying Options		Exercise of Base Priceof Option Awards		Grant Date Fair Value of Stock and Options Awards
David Ross
CEO (a)	4/27/2007		200,000	$	0.30	$	43,000.01
William Loughman	4/27/2007		100,000	$	0.30	$	21,500.00
CEO, CFO (b)	9/12/2007		250,000	$	0.15	$	30,825.00
	11/2/2007		1,000,000	$	0.13	$	114,900.00
Scott Hughes	4/27/2007		100,000	$	0.30	$	21,500.00
CTO (c)	11/2/2007		1,000,000	$	0.13	$	114,900.00
Tony Novia	4/27/2007		100,000	$	0.30	$	21,500.00
SVP - Content (d)	11/2/2007		500,000	$	0.13	$	57,450.00

(a)

Mr. Ross received 200,000 options were granted under the Executive Stock Option Incentive Plan. The exercise price of these options is $0.30 and is based on the closing price on the date of grant. These options vest quarterly over a two-year period from the date of grant. Mr. Ross resigned as CEO on August 31, 2007.

(b)

Mr. Loughman received 350,000 options under the Executive Stock Option Incentive Plan. The exercise price of these options range between $0.15 and $0.30 based on the closing price on the date of grant. These options vest quarterly over a two-year period from the date of grant. In addition, Mr. Loughman received 1,000,000 options granted under a Settlement Agreement and General Release. The exercise price of these options is $0.13 and is based on the closing price on the date of the grant. These options vest quarterly over a two-year period from the date of grant.

(c)

Mr. Hughes received 100,000 options under the Executive Stock Option Incentive Plan. The exercise price of these options is $0.30 based on the closing price on the date of grant. These options vest quarterly over a two-year period from the date of grant. In addition, Mr. Hughes received 1,000,000 options granted under a Settlement Agreement and General Release. The exercise price of these options is $0.13 and is based on the closing price on the date of the grant. 500,000 of these options vest immediately and the remaining 500,000 shall vest quarterly over a one-year period from the date of grant.

(d)

Mr. Novia was granted 100,000 options under the Executive Stock Option Incentive Plan. The exercise price of these options is $0.30 and is based on the closing price on the date of grant. These options also vest quarterly over a two-year period from the date of grant. In addition, Mr. Novia received 500,000 options granted under a Settlement Agreement and General Release. The exercise price of these options is $0.13 and is based on the closing price on the date of the grant. These options vest quarterly over a two-year period from the date of grant.

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EMPLOYMENT AGREEMENTS

William Loughman

Pursuant to the Company’s employment agreement with Mr. Loughman, the Company pays him a salary of $180,000 annually. In addition, the Company has granted Mr. Loughman options to purchase 1,455,000 shares of the Company's common stock at exercise prices ranging from $1.95 to $0.13 per share. The options vest at varying rates and expire 10 years from the date of grant.

Scott Hughes

Pursuant to the Company's employment agreement with Mr. Hughes, the Company pays him a salary of $180,000 annually. In addition, the Company has granted Mr. Hughes options to purchase 2,730,000 shares of he Company’s common stock at exercise prices ranging from $1.55 to $0.13. The options vest at varying rates and expire 10 years from the date of grant.

Tony Novia

Pursuant to the Company's employment agreement with Mr. Novia, the Company pays him a salary of $162,000 annually. In addition, the Company has granted Mr. Hughes options to purchase 1,000,000 shares of he Company’s common stock at exercise prices ranging from $1.48 to $0.13. The options vest at varying rates and expire 10 years from the date of grant.

OUTSTANDING EQUITY AWARDS VALUE AT FISCAL YEAR-END TABLE

The following table gives information regarding all unexercised options previously awarded to the Executive Officers named above for fiscal year ended December 31, 2007. The number of options held at December 31, 2007 includes options granted under the 2004 Stock Option Plan and the 2005 Stock Option Plan.

uVuMobile Outstanding Equity Awards at Fiscal Year-End

Option Awards

Name	Number of Securities Underlying Unexorcised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
David Ross		50,000		150,000	$	0.30	4/27/2017
CEO (a)
William J. Loughman		25,000		75,000	$	0.30	4/27/2017
CEO, CFO (b)		62,500		187,500	$	0.15	9/12/2017
		-		1,000,000	$	0.13	11/2/2017
Scott Hughes		25,000		75,000	$	0.30	4/27/2017
CTO (c)		500,000		500,000	$	0.13	11/2/2017
Tony Novia		25,000		75,000	$	0.30	4/27/2017
SVP - Content (d)		-		500,000	$	0.13	11/2/2017

(a)

Mr. Ross received 200,000 options with an exercise price of $0.30 under the Executive Incentive Bonus Plan. The exercise price is based on the closing price. The Options vest quarterly over 2 years from the date of grant. Mr. Ross resigned as CEO on August 31, 2007.

(b)

Mr. Loughman received 100,000 on April 27, 2007 under the Executive Incentive Bonus Plan. The options vest quarterly over two years from the date of grant and the exercise price of $0.15 is based on the closing price. Mr. Loughman also received 250,000 options on Sept. 12, 2007 upon his appointment to the Board of Directors. The options vest over one year from the date of grant and the exercise price is based on the closing price. On November 2, 2007 Mr. Loughman received 1,000,000 options. The options vest over two years from the date of grant and have an exercise price of $0.13 which is based on the closing price.

(c)

Mr. Hughes received 100,000 in April 2007 under the Executive Incentive Bonus Plan. The exercise price of $0.30 is based on the closing price on date of grant. On November 2, 2007, Mr. Hughes received 1,000,000 options. The options vest as follows: 500,000 vest immediately upon signing the Settlement Agreement and General Release and the remaining 500,000 vest over a 12 month period from the date of grant. The exercise price of $0.13 is based on the closing price on the date of grant.

(d)

Mr. Novia received 100,000 under the Executive Bonus Plan. The exercise price of $0.30 is based upon the closing price on the date of the grant. Mr. Novia also received an additional 500,000 options with an exercise price of $0.13 on November 2, 2007. The options vest quarterly over two years from the date of grant and the exercise price is based on the closing price on the date of the grant.

OPTION EXERCISES AND STOCK VESTED TABLE

No options were exercised by the President and Chief Executive Officer or any other Executive Officer listed herein in fiscal year ended December 31, 2007.

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NON-QUALIFIED DEFERRED COMPENSATION

At this time the Company does not have a non-qualified deferred compensation plan.

SEVERANCE BENEFITS

The Company believes that it should provide reasonable severance benefits to executives under appropriate circumstances. In that regard, certain Company executives have severance benefits, the terms of which are set forth in their employment contracts negotiated and agreed upon between the executives and the Company. The Company views the severance benefits as a valuable retention tool and believes the terms of all such severance benefits reflect the value of the executive’s services to the Company.

In general, the employment contracts provide that the severance benefits for termination by the Company without Cause (in general “Cause” is defined as conviction of a crime, stealing from the Company, violation of the Non-Compete/Non-Disclosure agreement, failure to perform job duties as directed by the board, or gross negligence) or by the employee with Good Reason (in general “Good Reason” is defined as a required relocation, position change, change in responsibilities or decrease in compensation) are to be paid including earned but unpaid salary and expenses, continued provision of benefits during the severance period, and a pro rated bonus payment. As is described in more detail under “Key Employees” and “Employment Agreements” above, certain of the employment contracts also require the Company to pay the employee’s salary past the date he or she is terminated by the Company without Cause or by the employee for Good Reason. In addition, unvested stock options will vest immediately if he or she is terminated by the Company without Cause or by the employee for Good Reason.

Further, in general, the employment contracts provide that the executive will not receive any severance benefits if the individual is terminated by the Company for Cause as defined above or if the executive terminates his or her employment without Good Reason (as defined above). Rather, the executive would generally only be entitled to earned but unpaid salary and expenses, and vested stock options.

Severance Benefits Table

Name	Lump Sum Payment		Insurance Benefits Paid
William Loughman	$	59,400		N/A
CEO, CFO (a)
Scott Hughes	$	59,400		N/A
CTO (b)
Tony Novia	$	53,460	$	6,388
SVP - Content (c)

	(a)	Mr. Loughman signed a new Employment Agreement in November 2007. Under the terms of the Agreement, if the Agreement is terminated within the 1st year by the Company, Mr. Loughman receives a lump sum payment equal to 33% of his annual salary.

	(b)	Mr. Hughes signed a new Employment Agreement in November 2007. Under the terms of the Agreement, if the Agreement is terminated within the 1st year by the Company, Mr. Loughman receives a lump sum payment equal to 33% of his annual salary.

(c)

Mr. Novia signed a new Employment Agreement in November 2007. Under the terms of the Agreement, if the Agreement is terminated within the 1st year by the Company, Mr. Loughman receives a lump sum payment equal to 33% of his annual salary. In addition, Mr. Novia receives health and dental benefits paid four months after the termination date.

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Change in Control

In the event of a Change in Control (as defined in each employment contract) any unvested stock options will immediately vest. Per some employment contracts, certain executives will also receive base salary for a stated period of time (generally one year or less).

DIRECTOR COMPENSATION TABLE

The following table provides the compensation information for the one-year period ended December 31, 2007 for each member of our Board of Directors.

Name	Fees Earned of Paid in Cash1		Option Awards2		Total
William J. Loughman Director (a)	$	-	$	-	$	-
Daniel McKelvey Director (b)	$	500	$	-	$	500
William J. Scigliano Director (c )	$	500	$	-	$	500
Richard Seifert Director (d)	$	6,000	$	-	$	6,000

(1)

Board Members receive $1500 for attendance at face-to-face Board Meetings and $500 for Telephonic Board Meetings.

(2)

In addition to an initial grant of 250,000 options upon becoming a Board Member, each member is granted 25,000 stock options per committee they are members of and 10,000 stock options per committee chair they hold.

(a)

Mr. Loughman received no cash payments as a director of the Company.

(b)

Mr. McKelvey joined the Board in December 2007 and receives cash payments based on Board Meeting attendance. He also received a grant of 250,000 stock options for becoming a member of the Board and 50,000 stock options for his membership on the Compensation and Nominating Committees. All stock options vest quarterly over one year from the date of grant and the exercise price is based on the closing price on the date of the grant.

(c)

Mr. Scigliano joined the Board in December 2007 and receives cash payments based on Board Meeting attendance. He received a grant of 250,000 stock options for becoming a member of the Board and 25,000 stock options for membership on the Audit Committee. All stock options vest quarterly over one year from the date of grant and the exercise price is based on the closing price on the date of the grant.

(d)

Mr. Seifert joined the Board in August 2007 and receives cash payments based on Board Meeting attendance. he received 250,000 stock options for joining the Board of Directors. The options vest quarterly over one year from the date of grant and the exercise price is based on the closing price on the date of the grant.

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Compensation Committee Interlocks and Insider Participation

No member of our Board’s Compensation Committee has served as one of our officers or employees at any time. None of our Executive Officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serve as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 22, 2008, certain information known to the Company with respect to the beneficial ownership of its Capital Stock, by (i) each person known by the Company to be the beneficial owner of more than 5% of the Company's outstanding Capital Stock, (ii) each executive officer named in the summary compensation table included elsewhere in this prospectus and director of the Company, and (iii) all directors and executive officers as a group. Except as otherwise indicated, the Company believes that the beneficial owners of the Capital Stock listed below, based on information furnished by such owners, have sole investment and voting power with respect to their shares.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)		Percentage Shares Beneficially Owned
Forte Partners LLC (2) (9)		20,052,223		24.4%
Michael Criden (3)		4,976,978		6.8%
Glenn Singer (4)		5,775,313		7.8%
William J. Loughman (5)		1,658,438		2.3%
Scott Hughes (6)		2,281,250		3.1%
Tony Novia (7)		425,000		*
Richard Seifert (8)		300,000		*
Daniel McKelvey (9) (2)		75,000		*
William Scigliano (10)		68,750		*
All directors and executive officers as a group (6 persons)		4,922,813		6.9%

*	Less than 1%.

(1)

Beneficial ownership is determined in accordance with the rules of the SEC. Shares of Common Stock (a) subject to options or warrants currently exercisable or exercisable within 60 days of January 22, 2008 or (b) into which shares of the Company’s Series A-1 Preferred Stock, Series B Preferred Stock and 8% Convertible Debentures are convertible within 60 days of January 22, 2008, are deemed outstanding for computing the percentage ownership of the stockholder holding the options, warrants, Series A-1 Preferred Stock, Series B Preferred Stock or 8% Convertible Debentures, as applicable, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Unless otherwise indicated in the footnotes to this table, we believe that stockholders named in the table have sole voting and sole investment power with respect to the shares set forth opposite such stockholder’s name. Unless otherwise indicated, the officers, directors and stockholders can be reached at our principal offices. As of January 22, 2008, the Company had 67,645,299 shares of Common Stock outstanding, 133,333 shares of Series A-1 Preferred Stock and 4,017,188 shares of Series B Preferred Stock currently convertible into one share of Common Stock each, respectively.

(2)

Represents 9,375,000 shares of Common Stock into which Forté’s 8% Convertible Debentures are convertible; a warrant to purchase an aggregate of 7,500,000 shares of Common Stock at an exercise price of $0.15, per share; and a warrant to purchase 3,177,223 shares of Common Stock at an exercise price of $0.064, per share. Mr. McKelvey is a principal with Forte Partners LLC.

(3)

Represents 1,441,666 shares of Common Stock, 1,614,062 shares of Common Stock into which Mr. Criden’s shares of Series B Preferred Stock are convertible, a warrant to purchase an aggregate of 1,291,250 shares of Common Stock at an exercise price of $0.15 per share, and options to purchase 630,000 shares of Common Stock at exercise prices ranging from $0.13 to $1.91 per share; of which options to purchase 630,000 shares are exercisable within 60 days of January 22, 2008.

(4)

Represents 2,120,000 shares of Common Stock, 15,000 shares of Common Stock held in a custodial account for his children, 1,614,063 shares of Common Stock into which Mr. Singer’s shares of the Series B Preferred Stock are convertible, a warrant to purchase an aggregate of 1,291,250 shares of Common Stock at exercise price of $0.15 per share, and options to purchase 735,000 shares of Common Stock at exercise prices ranging from $0.13 per share to $1.91 per share; of which options to purchase 735,000 shares are exercisable within 60 days of January 22, 2008. The warrants were issued in the name of GHS Holdings Limited Partnership, a company that Mr. Singer controls.

(5)

Represents 80,000 shares of Common Stock held by Mr. Loughman, 664,063 shares of Common Stock into which Mr. Loughman’s shares of Series B Preferred Stock are convertible, warrants to purchase an aggregate of 531,250 shares of Common Stock at an exercise price of $0.15 per share, and options to purchase 1,455,000 shares of Common Stock at exercise prices ranging from $0.14 per share to $1.95 per share; of which options to purchase 383,125 shares of Common Stock are exercisable within 60 days of January 22, 2008.

(6)	Represents options to purchase 2,730,000 shares of Common Stock at exercise prices ranging from $0.13 per share to $1.55 per share; 2,281,250 of which are exercisable within 60 days of January 22, 2008.

(7)	Represents options to purchase 1,000,000 shares of Common Stock at exercise prices ranging from $0.13 per share to $1.48, 425,000 of which are exercisable within 60 days of January 22, 2008.

(8)	Represents 175,700 shares of Common Stock registered in his wife’s name and options to purchase 250,000 shares of Common Stock at an exercise price of $0.14, 125,000 of which are exercisable within 60 days of January 22, 2008.

(9)	Represents options to purchase 300,000 shares of Common Stock at an exercise price of $0.09, 75,000 of which are exercisable within 60 days of January 22, 2008. Mr. McKelvey is a principal with Forte Partners LLC.

(10)	Represents options to purchase 275,000 shares of Common Stock at an exercise price of $0.09, 68,750 of which are exercisable within 60 days of January 22, 2008.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Trading History

Our common stock has been listed for trading on the National Association of Securities Dealers, Inc. Over-the-Counter Bulletin Board, or the OTC Bulletin Board, under the symbol “~~SMVD~~UVUM.OB” since ~~January~~June 74, ~~2003~~2007. The following is a summary ~~summary~~ of the high and low closing prices of our common stock on the OTC Bulletin ~~Bulletin~~ Board during the periods presented. Such prices represent inter-dealer prices, without retail mark-up, mark down or commissions, and may not necessarily represent actual transactions. Trading in our common stock has not been extensive and such trades should not be characterized as constituting an active trading market.

	Closing Sale Price	~~Closing Sale Price~~
	High	~~High~~		Low
Year Ending December 31, 2006
First Quarter 2008 (through January 22, 2008)	$	0.09		$	0.08
First Quarter	$	5.80	$	1.80
Year Ending December 31, 2007
Second Quarter (through June 26, 2006)		2.40		0.93
First Quarter	$	1.14		$	0.28
Year Ended December 31, 2005
Second Quarter	$	0.34		$	0.13
First Quarter	$	5.82	$	2.95
Third Quarter	$	0.41		$	0.04
Second Quarter	$	1.95	$	0.55
Fourth Quarter	$	0.15		$	0.07
Third Quarter	$	7.08	$	0.95
Year Ending December 31, 2006
Fourth Quarter	$	7.60	$	0.92
First Quarter	$	5.80		$	1.80
Year Ended December 31, 2004
Second Quarter	$	2.40		$	0.93
First Quarter	$	9.60	$	4.61
Third Quarter	$	1.62		$	0.94
Second Quarter	$	7.00	$	2.50
Fourth Quarter	$	1.35		$	0.81
Third Quarter	$	3.71	$	1.92
Fourth Quarter	$	5.00	$	2.25

On January ~~June 26~~18, ~~2006~~2008, the closing sales price for the common stock was $10.4808, as reported on the website of the Over-the-Counter Bulletin Board. As of January ~~June 26~~22, ~~2006~~2008, ~~there~~ there were approximately 228 ~~192~~ stockholders of record of the common stock (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms) and 4 15 holders of record of the ~~Preferred~~ Preferred Stock.

Dividends

Since inception, we have not declared or paid any dividend on our common stock. We do not anticipate that any dividends will be declared or paid in the future on our common stock. The rights of holders of our Common Stock to receive dividends are subject to certain preferential rights of holders of our Preferred Stock to receive dividends.

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Index to Financial Statements

Equity Compensation Plan Information

The following table provides information, as of January ~~June 26~~18, ~~2006~~2008, with respect to to options outstanding and available under the 2004 and 2005 Stock Incentive ~~Plans,~~ Plans, which are our only equity compensation plans other than an employee ~~benefit~~ benefit plan meeting the qualification requirements of Section 401(a) of the Internal Revenue Code:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	No. of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Column a) (c)
	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		No. of Securities Remaining Available for Future Issuance Under Equity Compensating Plans (excluding securities reflected in Column a)
Equity compensation plans approved by security holders	7,410,000		$2.03	7,590,000
Plan Category	(a)			(b)		(c)
Equity compensation plans not approved by security holders	0		N/A	0
Equity compensation plans approved by security holders		9,030,000		$	1.80		5,970,000
TOTAL	7,410,000		$2.03	7,590,000
Equity Compensation plans not approved by security holders		-			N/A		-
Total		9,030,000		$	1.80		5,970,000

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Index to Financial Statements

DESCRIPTION OF CAPITAL STOCK

The following description of our securities and provisions of our Certificate of Incorporation and Bylaws is only a summary. You should also refer to the copies of our certificate and bylaws, copies of which have been incorporated by reference as exhibits to the registration statement, of which this prospectus forms a part. The following discussion is qualified in its entirety by reference to such exhibits. ~~The following discussion is qualified in its entirety by reference to such exhibits.~~

Our authorized capital stock currently consists of 150,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. The Company has submitted a proxy statement to its stockholders in which the Board of Directors recommended that the stockholders increase the authorized number of shares of common stock to 300,000,000 shares.

Common Stock

Our Board of Directors is authorized to issue up to 150,000,000 shares of common stock., par value $0.001. As of ~~June~~January 2622, ~~2006~~2008, 3967,~~603~~645,~~952~~299 shares of common stock were deemed outstanding and held of record by ~~192~~228 stockholders (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms).

Holders of common stock do not have cumulative voting rights. Holders of common stock, on the basis of one vote per share, have the right to vote for the election of the members of the board of directors and the right to vote on all other matters, except those matters on which a separate class of stockholders vote by class to the exclusion of the shares of common stock. Holders of common stock do not have any preemptive, subscription or conversion rights.

Holders of common stock are entitled to receive dividends declared by the board of directors out of legally available funds, subject to the rights of preferred stockholders. Since our inception, we have not declared or paid any cash dividends on our common stock. We presently intend to retain future earnings, if any, for use in the operation and expansion of our business. We do not anticipate paying cash dividends in the foreseeable future. See “Dividends.” In the event of our liquidation, dissolution or winding up, common stockholders are entitled to share ratably in all assets legally available for distribution after payment of all debts and other liabilities, subject to the prior rights of any holders of outstanding shares of preferred stock, if any.

Preferred Stock

Our Board of Directors is authorized to issue up to 50,000,000 shares of preferred stock in one or more series without further stockholder approval. The Board has discretion to determine the rights, preferences, privileges and restrictions of, including, without limitation, voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of, and to fix the number of shares of, each series of our preferred stock. Accordingly, our Board of Directors could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest.

Series A-1 Convertible Preferred Stock

~~Our~~As ~~Board~~of ofJanuary ~~Directors~~22, ~~has~~2008, ~~authorized the issuance of 25~~133,~~000,000~~333 shares of the Series A-1 Convertible Preferred Stock~~, par value $0.001 per share (the “Preferred~~ ~~Stock”). As of June 26, 2006, 3,436,665 shares of the Preferred Stock~~ were deemed outstanding and held of record by 1 ~~15 stockholders (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms)~~stockholder.

Series B Convertible Preferred Stock

Our Board of Directors has authorized the issuance of 4,017,188 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock ” ). As of January 22, 2008, 4,017,188 shares of the Series B Convertible Preferred Stock were deemed outstanding and held of record by 4 stockholders

Voting

Each holder of the Preferred Stock is entitled to the number of votes equal to the number of whole shares of common stock into which the shares of the Preferred Stock held by such holder is then convertible (as adjusted from time to time pursuant to the Certificate of Designation) with respect to any and all matters presented to the stockholders for their action or consideration. Except as provided by law, holders of the Preferred Stock vote together with the holders of common stock as a single class.

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Index to Financial Statements

Dividends

The holders of the Preferred Stock share dividends ratably with the holders of the common stock in proportion to the number of shares of the Preferred Stock and common stock held by each such holder.

Liquidation

In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock then outstanding will be entitled to be paid an amount equal to $0.75064 per share (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares pursuant to the Certificate of Designation), plus any dividends declared but unpaid thereon before any payment is made to the holders of common stock or any other class or series of stock ranking on liquidation junior to the Series A Class. After the holders of the Preferred Stock have been paid in full, the remaining net assets of the Company will be distributed ratably among the holders of the Preferred Stock and ~~Common~~common ~~Stock~~stock (with each share of the Preferred Stock being deemed to be equal to the number of shares of common stock into which such share is convertible immediately prior to the close of business on the business day fixed for such distribution). Any merger or consolidation in which the Company is a party (except any merger or consolidation in which the holders of capital stock of the Company immediately prior thereto continue to hold immediately following the transaction at least 51% by voting power of the capital stock of the surviving or resulting corporation), or sale of all or substantially all the assets of the Company will be deemed a liquidation event.

Redemption

OnUpon ~~October~~an increase ~~21,~~in ~~2007,~~the authorized shares of common stock, the Corporation will have the right, but not the obligation, to redeem all of the then-outstanding shares of the Preferred Stock for cash in an amount calculated pursuant to the terms of the Certificate of Designation.

Warrants to Purchase Our Common Stock

As of ~~June~~ January 2622, ~~2006~~2008, warrants to purchase 2040,~~460~~062,~~487~~598 shares of our common stock were issued and outstanding. Of this amount, warrants to purchase 10 28,~~656~~531,~~665~~538 shares of our common stock with an exercise price of $10.7515, ~~per share and~~ warrants to purchase 3605,~~646,447~~000 shares of ~~our~~ common stock ~~with~~at an exercise price of $20.~~00 per share will expire on October 31~~10, ~~2010. Of the remaining 6,157,375warrants~~ ~~to purchase shares of our common stock,~~ warrants to purchase 13,~~608~~177,~~290~~223 shares of ~~our~~ common stock ~~have~~at an exercise price of $0.75064, ~~per~~all ~~share~~of ~~and~~which will expire on ~~March~~ 29December17, ~~2010~~2012, and warrants to purchase 1,250,000 shares of our common stock have exercise prices ranging from $4.30 to $6.50 per share and will expire on February 29, 2008. The remaining warrants to purchase 36,~~299~~498,~~085~~837 shares of our common stock have exercise prices ranging from $10.0075 to $3.50 and expire at various times between May 2008 and December 2009.

Each warrant contains provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of stock dividends, stock splits, reorganizations, reclassifications and consolidations.

Options to Purchase Our Common Stock

As of ~~June~~ January 2622, ~~2006~~2008, options to purchase 43,~~980~~460,000 shares of our common stock were issued and outstanding under our 2004 Equity Incentive Plan. These ~~options~~ options expire at various dates between September 1, 2014 and November 1, 2015 ~~and~~ and are subject to forfeiture provisions as outlined in the agreements upon ~~termination~~ termination of employment or service. The weighted average exercise price of these options is $12.9604.

As of ~~June~~ January 2622, ~~2006~~2008, options to purchase 28,~~430~~200,000 shares of our common stock were issued and outstanding under our 2005 Stock Incentive Plan. These options expire on at various dates between February 28, 2016 and January 18, 2018 and are subject to forfeiture provisions as outlined in the agreements upon termination of employment or service. The weighted average exercise price of these options is $20.1063.

Each option contains provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of stock dividends, stock splits, reorganizations, reclassifications and consolidations.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.

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~~Index~~TRANSACTIONS to WITH ~~Financial Statements~~RELATED PERSONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We had a $325,000 note payable to an entity owned by the spouse of Robert J. Walters, (a former holder of more than 10% of our common stock) bearing interest at 8% with principal and interest payments due as follows: $75,000 within 30 days of the funding of a public offering of our securities, monthly principal payments of $50,000 thereafter plus accrued interest beginning 30 days after the initial payment of $75,000. As of December 31, 2004, the principal and interest of this note payable was paid in full. However, we have received notice of additional late charges in the amount of $53,311 associated with this note payable that may be due but are in dispute as of the date of this prospectus.

Michael P. Walsh, our former Chief Financial Officer who resigned on June 15, 2005, is a member of Forté Capital Partners, LLC (“Forte”), one of our stockholders and the finder in connection with our March 2005 private placement. Forté received (i) a finder’s fee of $238,725 in cash and (ii) a warrant to purchase up to 417,000 shares of our common stock at $0.75 per share (after giving effect to the provisions in the warrant agreement regarding the adjustment of the exercise price and number of shares issuable in as a result of the private placement that closed on October 31, 2005, in which we sold shares of the Preferred Stock at a price of $0.75 per share). Forté agreed to invest $1,140,000 in two traunches, the first being $400,000 on March 29, 2005 and the remaining balance no fewer than 3 days prior to the registration statement going effective, or in the case that the registration does not go effective, by November 1, 2005, to acquire up to a total of 506,667 shares of common stock and warrants to purchase 253,334 shares of common stock at $3.50 per share. We have not received the funds owed to us for these shares and warrants to date. On December 14, 2005, we delivered notice to Forté notifying them of our decision to cancel this obligation and right to purchase these shares in accordance with the terms and conditions of Amendment No. 1 to the Securities Purchase Agreement dated as of March 29, 2005 between Forté and the Company.

On July 18, 2005, Justin A. Stanley was appointed a member of the Board of Directors of the Company. On such date, he received options to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.90. The options expire on July 17, 2015. Options to purchase 125,000 shares are vested and the remainder of the options vest in two equal quarterly installments of 62,500 shares each commencing on April 18, 2006.

On August 12, 2005, the Company borrowed $225,000 from Justin A. Stanley, Jr. Pursuant to the promissory note issued in connection with the loan, the Company was obligated to pay all principal and interest due under the note by no later than September 12, 2006. Interest on the unpaid principal balance of the note accrued at a rate equal to the fluctuating prime lending rate of LaSalle Bank, N.A., Chicago, Illinois, as such rate was in effect less one hundred basis points. The principal amount of this note was repaid to Mr. Stanley on November 22, 2005.

On September 26 and October 19, 2005, Michael E. Criden and Glenn H. Singer and GHS Holdings Limited Partnership, a company controlled by Mr. Singer, loaned the Company a total of $600,000. In exchange for the loans, the Company issued convertible promissory notes and warrants to each of Messrs. Criden and Singer and GHS Holdings Limited Partnership. The notes were payable one-year from the date of each loan. Interest accrued on the outstanding principal amount of each note at the rate of 8% per annum. If the Company completed a financing of at least $2.5 million from the sale of equity securities prior to the maturity date of each of the notes, the principal amount of each note converted into shares or units of the equity securities sold in such financing at a per share sale price or unit price equal to the per share sale price or unit price of the financing. In addition to receiving the convertible notes, GHS Limited Partnership and Mr. Criden each received five-year warrants to purchase a total of 100,000 shares of the Company’s common stock at an exercise price of $2.00 per share. They were also granted certain piggy-back registration rights with respect to the shares of common stock underlying the warrants.

On November 21, 2005, the Company completed the first closing under the Securities Purchase Agreement dated as of October 31, 2005 among the Company and 60 accredited investors, including Messrs. Criden and Singer and GHS Holdings Limited Partnership. Under the terms of the Securities Purchase Agreement, the Company received gross proceeds of $4,000,000 and issued to the investors a total of 5,333,333 shares of the Preferred Stock, five-year warrants exercisable at $1.75 per share to purchase up to 5,333,333 shares of common stock and five-year warrants exercisable at $2.00 per share to purchase up to 1,333,333 shares of common stock. Mr. Criden acquired 483,333 shares of the Preferred Stock and warrants to purchase 483,333 shares of common stock at $1.75 per share and 120,833 shares of common stock at $2.00 per share. The loans provided to the Company by Mr. Criden were credited toward the purchase price for the Preferred Stock and warrants issued. The remaining $62,500 of the purchase price was paid in cash. GHS Holdings Limited Partnership received 600,000 shares of the Preferred Stock and warrants to purchase 600,000 shares of common stock at $1.75 per share and 150,000 shares of common stock at $2.00 per share. The loans provided to the Company by Mr. Singer and GHS Holdings Limited Partnership were credited toward the purchase price for the Preferred Stock and warrants issued. The remaining $150,000 of the purchase price was paid in cash.

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Index to Financial Statements

On December 2, 2005, the investors waived the conditions to complete the second closing under the Securities Purchase Agreement. In connection with the second closing, the Company received gross proceeds of $4,000,000 and issued to the investors an additional 5,333,333 shares of the Preferred Stock, five-year warrants exercisable at $1.75 per share to purchase up to 5,333,333 shares of common stock and five-year warrants exercisable at $2.00 per share to purchase up to 1,333,333 shares of common stock. Mr. Criden acquired 483,334 shares of the Preferred Stock and warrants to purchase 483,334 shares of common stock at $1.75 per share and 120,834 shares of common stock at $2.00 per share for a purchase price of $362,500, which was paid in cash. GHS Holdings Limited Partnership received 600,000 shares of the Preferred Stock and warrants to purchase 600,000 shares of common stock at $1.75 per share and 150,000 shares of common stock at $2.00 per share for a purchase price of $450,000, which was paid in cash.

On July 17, 2006, the Company completed the private sale of its securities pursuant to the Securities Purchase Agreement (the “SPA”) dated as of July 7, 2006 among SmartVideo Technologies, Inc. and 74 accredited investors (the “Investors”). Under the terms of the SPA, the Company received gross proceeds of $9,000,000 and issued to the Investors a total of 7,200,000 shares of common stock and five-year warrants exercisable at $2.50 per share to purchase up to 7,200,000 shares of common stock. Justin Stanley, one of the Company’s directors, acquired 80,000 shares of the common stock and warrants to purchase 80,000 shares of common stock at $2.50 per share for a purchase price of $100,000 in cash. GHS Holdings Limited Partnership purchased 160,000 shares of the common stock and warrants to purchase 160,000 shares of common stock at $2.50 per share for a purchase price of $200,000, which was paid in cash. Art Criden, the brother of Michael Criden, one of the Company's directors, acquired, for $100,000 in cash, 80,000 shares of common stock and warrants to purchase 80,000 shares of common stock at $2.50 per share.

This financing triggered the anti-dilution provision in warrants issued in a previous financing, thereby causing the issuance of additional warrants to purchase 6,553,663 shares of common stock at an exercise price of $1.25 per share. Michael Criden and Glenn Singer, two of the Company’s directors, participated in the prior offering and received additional warrants.

On July 20, 2007, the Company entered into five Bridge Loan Agreements in the amount of $100,000 each with Glenn Singer, Justin A. Stanley, David Oros, Michael Criden, and John E. Abdo for total proceeds of $500,000 and issued 8.25% promissory notes to all five Directors of the Company. The loan is evidenced by an unsecured promissory note (the “Note”) which accrues interest at a rate of 8.25% per annum. Interest and principal on the Note are due in full one hundred and twenty (120) days from the date of the Note.

On August 23, 2007, three former Directors of the Company; Messrs. Abdo, Oros, and Stanley; forgave repayment of their loans to the Company totaling $300,000, as well as all accrued interest on the loans. For the nine months ended September 30, 2007, the loans to Messrs. Singer and Criden, plus accrued interest, remained outstanding in the amount of $203,300.

Our Audit Committee is charged with monitoring and reviewing issues involving potential conflicts of interest, and reviewing and approving all related party transactions.

LEGAL MATTERS

The validity of the shares of our common stock offered by the Selling Stockholders will be passed upon by ~~the~~Donald ~~law~~T. ~~firm~~Locke, ofour ~~Edwards~~interim ~~Angell Palmer & Dodge LLP,~~General ~~Fort Lauderdale, Florida~~Counsel.

EXPERTS

The consolidated financial statements of the Company as of and for the years ended December 31, ~~2004~~2005 and ~~2005~~2006 have been included herein and in the Registration Statement in reliance upon the reports of Sherb & Co., LLP, independent registered public accountants, appearing elsewhere herein and upon the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR

SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement we have filed with the SEC. We have not included in this prospectus all of the information contained in the Registration Statement, and you should refer to the Registration Statement and its exhibits for further information.

We file annual, quarterly, and special reports, proxy statements, and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at 100 F. Street, N.E., Washington, DC 20549. Copies of these materials may also be obtained from the SEC at prescribed rates by writing to the Public Reference Section of the SEC, 100 F. Street, N.E., Washington, DC 20549. You may obtain information about the operation of the SEC public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public from commercial document retrieval services and at the Web site maintained by the SEC at http://www.sec.gov.

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Table of Contents

We furnish our security holders with an annual report before each of our annual meetings of stockholders. Our annual reports include financial statements prepared in accordance with generally accepted accounting principles, except as disclosed therein. These annual financial statements are examined by our independent registered public accounting firm.

Our Web site address is http://www.smartvideo.com. ~~The~~or http://www.uvumobile.com . The information on our Web site is not incorporated into this prospectus.

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Index to Financial Statements

INDEX TO FINANCIAL STATEMENTS

SMARTVIDEO TECHNOLOGIES, INC. AND SUBSIDIARY

FINANCIAL STATEMENTS

Consolidated Financial Statements
Consolidated Financial Statements – December 31
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2006 and 2005	F-3
Consolidated Balance Sheet as of December 31, 2005 and 2004	F-3
Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004	F-4
Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003	F-4
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2006, 2005 and 2004	F-5
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2005, 2004 and 2003	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003	F-7
Notes to Consolidated Financial Statements	F-7
Notes to Consolidated Financial Statements	F-8
Consolidated Financial Statements – Nine Months Ended September 30
Condensed Consolidated Financial Statements
Consolidated Balance Sheets for the nine months ended September 30, 2007 and 2006	F-32
Condensed Consolidated Balance Sheet (Unaudited) as of March 31, 2006 and December 31, 2005	F-31
Consolidated Statements of Operations for the nine months ended September 30, 2007 and 2006	F-33
Condensed Consolidated Statements of Operations (Unaudited) for the quarters ended March 31, 2006 and 2005	F-32
Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006	F-34
Condensed Consolidated Statements of Cash Flows (Unaudited) for the quarters ended March 31, 2006 and 2005	F-33
Notes to Consolidated Financial Statements	F-35
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-34

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Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To[ ~~the~~TO BE ~~Board~~FILED ofBY ~~Directors~~AMENDMENT ~~and~~TO ~~Shareholders~~THIS REGISTRATION STATEMENT ]

SmartVideo Technologies, Inc.

We have audited the accompanying consolidated balance sheets of SmartVideo Technologies, Inc. and Subsidiary as of December 31, 2005 and 2004 and the related consolidated statements of operations, changes in Stockholders’ deficit and cash flows for the years ended December 31, 2005, 2004 and 2003, respectively. 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 audits.

We conducted our audits 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. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of SmartVideo Technologies, Inc. and Subsidiary as of December 31, 2005 and 2004 and the results of their operations and their cash flows for the years ended December 31, 2005, 2004 and 2003, respectively, 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 will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, has net cash used in operations, a net working capital deficit, a stockholders’ deficit and an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SHERB & CO., LLP

Certified Public Accountants

Boca Raton, Florida

February 28, 2006

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~~Index~~UVUMOBILE, to INC. ~~Financial Statements~~AND SUBSIDIARY

~~SMARTVIDEO~~CONSOLIDATED ~~TECHNOLOGIES,~~BALANCE ~~INC. AND SUBSIDIARY~~SHEETS

~~Consolidated~~December ~~Balance~~31, ~~Sheets~~2006 and 2005

December 31, 2005 and 2004

	December 31,			December 31,
	2006			2005
Assets

Current Assets
Cash	$	3,696,581		$	5,792,566
Certificate of deposit		201,447			-
Accounts receivable - net of allowance for doubtful accounts of $0 and $77,937		162,795			-
Broadcast rights - net of accumulated amortization of $2,273,192 and $0		301,281			2,408,525
Prepaid expenses		125,189			-
Total Current Assets		4,487,293			8,201,091

Property and Equipment, net of accumulated depreciation of $936,614 and $350,641		1,541,390			716,423

Other Assets
Broadcast rights, net of current portion		310,384			2,880,999
Intangible assets - net of accumulated amortization of $14,725 and $0		250,317			-
Other		102,261			122,161
Total Other Assets		662,962			3,003,160

Total Assets	$	6,691,645		$	11,920,674


Liabilities and Stockholders' Deficit

Current Liabilities
Accounts payable and accrued expenses	$	2,048,129		$	2,905,618
Contracts payable - broadcast rights		2,454,725			2,283,500
Capital lease obligations - current		33,255			-
Deferred current liabilities		20,248			-
Due to related parties		5,022,000			5,541,244
Accrued settlement expenses		-			64,429
Loan payable and related accrued interest		63,042			59,922
Total Current Liabilities		9,641,399			10,854,713

Long-term Liabilities
Contracts payable - broadcast rights - net of current portion		979,851			3,386,576
Capital lease obligations - net of current portion		161,089			-
Total Long-Term Liabilities		1,140,940			3,386,576

Total Liabilities		10,782,339			14,241,289


Commitments and Contingencies

Stockholders' Deficit
Preferred stock, Series A-1, Convertible, $.001 par value, 50,000,000 shares authorized, 11,666,666 shares issued and 2,633,333 outstanding as of December 31, 2006, 10,666,666 shares issued outstanding as of December 31, 2005		2,634			10,667
Common stock, $.001 par value, 150,000,000 shares authorized, 47,292,284 shares issued and outstanding as of December 31, 2006, 28,688,463 shares issued and outstanding as of December 31, 2005		47,288			28,689
Additional paid-in capital		61,179,644			39,027,618
Less: Deferred consulting fees		(877,628	)		(1,433,833	)
Accumulated deficit		(64,442,632	)		(39,953,756	)
Total Stockholders' Deficit		(4,090,694	)		(2,320,615	)

Total Liabilities and Stockholders' Deficit	$	6,691,645		$	11,920,674

	2005			2004
Assets
Current Assets
Cash	$	5,792,566		$	387,592
Accounts receivable - net of allowance for doubtful accounts of $77,937 and $44,319		—			1,000
Broadcast rights - net of accumulated amortization of $1,740,552 and $0		2,408,525			—
Prepaid expenses		—			90,687
Total Current Assets		8,201,091			479,279
Property and Equipment, Net of Accumulated Depreciation of $350,641 and $72,313		716,423			230,272
Other Assets
Broadcast rights, net of current portion		2,880,999			—
Other		122,161			10,000
Total Other Assets		3,003,160			10,000
Total Assets	$	11,920,674		$	719,551
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	2,905,618		$	739,903
Contracts payable - broadcast rights		2,283,500			—
Accrued settlement expenses		5,541,244			—
Private placement monies to be refunded		—			114,500
Due to related parties		64,429			65,886
Due to advisor		—			807,474
Loan payable and related accrued interest		59,922			57,003
Total Current Liabilities		10,854,713			1,784,766
Long-Term Liabilities
Contracts payable — broadcast rights - net of current portion		3,386,576			—
Total Liabilities		14,241,289			1,784,766
Commitments and Contingencies
Stockholders’ Deficit
Preferred stock, $.001 par value, 12,000,000 shares authorized, 12,000,000 shares
issued and no shares outstanding as of December 31, 2005 and 2004		—			—
Preferred stock, Series B, 7% Convertible, $1,000 par value, 2,500 shares authorized,
no shares issued and outstanding as of December 31, 2005 and 2004		—			—
Preferred stock, Series A-1, Convertible, $.001 par value, 50,000,000 shares
authorized, 10,666,666 shares issued and outstanding as of December 31, 2005,
no shares issued and outstanding as of December 31, 2004		10,667			—
Common stock, $.001 par value, 50,000,000 shares authorized, 28,688,463 shares issued
and outstanding as of December 31, 2005, 24,187,834 shares issued and
outstanding as of December 31, 2004		28,689			24,188
Additional paid-in capital		39,027,618			14,259,142
Less: Deferred consulting fees		(1,433,833	)		(3,135,063	)
Accumulated deficit		(39,953,756	)		(12,213,482	)
Total Stockholders’ Deficit		(2,320,615	)		(1,065,215	)
Total Liabilities and Stockholders’ Deficit	$	11,920,674		$	719,551

See accompanying notes to consolidated financial statements

F-3

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~~Index~~UVUMOBILE, to INC. ~~Financial Statements~~AND SUBSIDIARY

~~SMARTVIDEO~~CONSOLIDATED ~~TECHNOLOGIES,~~ STATEMENTS ~~INC.~~OF ~~AND SUBSIDIARY~~OPERATIONS

~~Consolidated~~For ~~Statements~~the ofYears ~~Operations~~Ended December 31, 2006, 2005 and 2004

For the Years Ended December 31, 2005, 2004 and 2003

	For the Years Ended
	December 31,
	2006			2005			2004
Renenues
Revenue	$	800,231		$	197,257		$	118,733
Total Revenues		800,231			197,257			118,733

Cost of Goods Sold
Cost of goods sold		94,830			-			-
Total Cost of Goods Sold		94,830			-			-

Gross Profit		705,401			197,257			118,733

Operating Expenses
Broadcast rights		2,024,549			2,001,584			-
Impairment of broadcast rights		2,330,000			-			-
Compensaton and benefits		2,723,307			1,757,088			1,034,951
Consulting and professional fees		4,060,773			1,851,781			1,235,523
Data center		990,163			770,702			355,999
Depreciation and amortization		600,698			278,328			47,649
Settlement expense		4,935,756			5,541,244			-
Stock-based compensation		5,038,519			4,325,680			3,118,996
Selling, general and administrative		2,750,626			2,495,104			1,046,567
Total Operating Expenses		25,454,391			19,021,511			6,839,685

Loss From Operations		(24,748,990	)		(18,824,254	)		(6,720,952	)

Other Income (Expense)
Inerest income (expense)		260,114			(916,020	)		(71,978	)
Total Other Income (Expense), Net		260,114			(916,020	)		(71,978	)

Net Loss	$	(24,488,876	)	$	(19,740,274	)	$	(6,792,930	)

Net los per share - basic and diluted	$	(0.61	)	$	(0.76	)	$	(0.35	)

Weighted average common shares outstanding during the period		40,285,528			26,093,554			19,208,345

	2005			2004			2003
Revenues
Revenue	$	142,029		$	86,788		$	41,019
Revenue - related party		55,228			31,945			22,432
Total Revenues		197,257			118,733			63,451
Operating Expenses
Amortization of stock-based compensation
to a former advisor		—			—			1,316,250
Broadcast rights		2,001,584			—			—
Compensation and benefits		1,757,088			1,034,951			515,850
Consulting and professional fees		1,851,781			1,235,523			752,935
Data center		770,702			355,999			303,757
Depreciation		278,328			47,649			17,501
Settlement expense		5,541,244			—			—
Stock-based compensation		4,325,680			3,118,996			—
Selling, general and administrative		2,495,104			1,046,567			336,461
Total Operating Expenses		19,021,511			6,839,685			3,242,754
Loss from Operations		(18,824,254	)		(6,720,952	)		(3,179,303	)
Other Income (Expense)
Interest income		14,037			—			—
Interest expense		(930,057	)		(71,978	)		(679,838	)
Total Other Expense, Net		(916,020	)		(71,978	)		(679,838	)
Net Loss	$	(19,740,274	)	$	(6,792,930	)	$	(3,859,141	)
Net Loss per Share - Basic and Diluted	$	(0.76	)	$	(0.35	)	$	(0.51	)
Weighted Average Common Shares
Outstanding during the Year		26,093,554			19,208,345			7,540,849

See accompanying notes to consolidated financial statements

F-4

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~~Index~~UVUMOBILE, to INC. ~~Financial Statements~~AND SUBSIDIARY

~~SMARTVIDEO~~CONSOLIDATED ~~TECHNOLOGIES,~~STATEMENTS ~~INC.~~OF ~~AND~~CHANGES ~~SUBSIDIARY~~IN STOCKHOLDERS’ DEFICIT

~~Consolidated~~For ~~Statements~~the ofPeriod ~~Changes~~from inDecember ~~Stockholders’ Deficit~~31, 2006, 2005 and 2004

For the Period from December 31, 2005, 2004 and 2003

	Series A-1, Convertible										Additional		Deferred
	Preferred Stock						Common Stock				Paid-in		Consulting		Accumulated
	Shares			Par Value			Shares		Par Value		Capital		Fees		Deficit			Total
Balance, December 31, 2003		12,000,000		$	12,000			8,912,991	$	8,913	$	4,533,253	$	-	$	(5,420,552	)	$	(866,386	)

Issuance of common stock for cash		-			-			94,096		94		260,906		-		-			261,000
Issuance of common stock pursuant to conversions of convertible debt		-			-			302,559		303		254,074		-		-			254,377
Conversion of preferred stock into common stock		(12,000,000	)		(12,000	)		12,000,000		12,000		-		-		-			-
Issuance of common stock for cash		-			-			723,000		723		784,777		-		-			785,500
Issuance of common stock for cash		-			-			333,952		334		333,618		-		-			333,952
Issuance of stock options to employees		-			-			-		-		374,500		-		-			374,500
Issuance of stock options to to non-employees		-			-

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