SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~September~~March 3031, ~~2009~~2010

Commission File Number 333-143845

GetFugu, Inc.

(Exact name of registrant issuer as specified in its charter)

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

8560 West Sunset Boulevard, 7th Floor, West Hollywood, California 90069

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code 424 354-4800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨x

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

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-accelerated Filer ¨

Smaller reporting company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~November~~May 2317, ~~2009~~2010
Common Stock, $.001 par value		~~183~~473,~~895~~927,~~525~~956

GetFugu, Inc.

(A Development Stage Company)

(Formally Known as Madero, Inc.)

INDEX

Table of Contents	~~Table of Contents~~
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS:	3
	Condensed Balance Sheets — September 30, 2009 (Unaudited) and December 31, 2008	3
	Condensed Consolidated Balance Sheets — March 31, 2010 (Unaudited) and December 31, 2009	3
	Condensed Statements of Operations (Unaudited) — Three and Nine Months ended September 30, 2009 and 2008 and Inception to September 30, 2009	4
	Condensed Consolidated Statements of Operations (Unaudited) — Three Months ended March 31, 2010 and 2009 and Inception to March 31, 2010	4
	Condensed Statements of Shareholders’ Equity/(Deficiency) — September 30, 2009	5
	Condensed Consolidated Statements of Shareholders’ Deficiency (Unaudited) — March 31, 2010	5
	Condensed Statements of Cash Flows (Unaudited) — Nine Months ended September 30, 2009 and 2008 and Inception to September 30, 2009	6
	Condensed Statements of Cash Flows (Unaudited) — Three Months ended March 31, 2010 and 2009 and Inception to March 31, 2010	6
	Notes to Condensed Financial Statements (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4T.	CONTROLS AND PROCEDURES	21
PART II.	OTHER INFORMATION	21
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	21
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	22
	SIGNATURES	23

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

GetFugu, Inc. and Subsidiaries

(A Development Stage Company)

(Formally Known as Madero, Inc.)

Condensed Consolidated Balance Sheets

	September 30, 2009			December 31, 2008
	March 31, 2010			December 31, 2009
	(Unaudited)
ASSETS	(unaudited)
ASSETS
Current assets
Current assets:
Cash	$	15,890		$	500
Cash	$	681,607		$	-
Advances to employees		17,516			30,000
Prepaid expenses and other current assets		7047,~~489~~012			-61,769
Total current assets		~~752~~80,~~096~~418			-92,269
Property and equipment		239,126			-
Property and equipment, net		236,803			278,287
Total assets	$	~~991~~317,~~222~~221		$	-370,556
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Current liabilities
Accounts payable	$	~~611~~2,~~081~~166,804		$	1,~~625~~429,968
Accrued expenses		916,726			-
Accrued payroll tax liabilities		2,047,010			932,267
Advances from related party		865,042			-
Accrued expenses		849,947			759,590
Accrued stock compensation		2,628,333			-
Advances from related parties		1,052,131			865,542
Accrued stock issuance payable, net		1,300,000			-
Accrued stock issuance for compensation		583,333			458,333
Derivative liability		1,105,753			-
Accrued stock issuance for in-process research and development		2,000,000			2,000,000
Total current liabilities		7,426,935			1,625
Derivative liability		552,332			229,635
Short term notes payable		450,000			300,000
Short term convertible notes payable, net of debt discount of $200,000 as of March 31, 2010		25,000			-
Total current liabilities		9,726,557			6,975,335
Shareholders' deficiency
Common stock, 500,000,000 shares authorized; $0.001 par value; 162,645,000 and 99,840,000 shares issued and outstanding as of September 30, 2009 and December 31, 2008, respectively		162,645			99,840
Common stock, 500,000,000 shares authorized; $0.001 par value;
Additional paid in capital		22,061,963			(53,215	)
439,927,968 and 191,523,525 shares issued and outstanding as of March 31, 2010 and December 31, 2009, respectively		439,928			191,524
Shares subscribed		6,660,000			-
Additional paid-in capital		50,951,567			33,947,518
Deficit accumulated during development stage		(35,320,321	)		(48,250	)
Shares issuable, net		1,300,000			12,109,000
Total shareholders’ deficiency		(6,435,713	)		(1,625	)
Deficit accumulated during development stage		(62,100,831	)		(52,852,821	)
Total liabilities and shareholders’ deficiency	$	991,222		$	-
Total shareholders’ deficiency		(9,409,336	)		(6,604,779)
Total liabilities and shareholders’ deficiency	$	317,221		$	370,556

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

GetFugu, Inc. and Subsidiaries

(A Development Stage Company)

(Formally Known as Madero, Inc.)

Condensed Consolidated Statements of Operations

(Unaudited)

							Inception						~~Inception~~
							(March 14, 2007)						~~(March 14, 2007)~~
	Three Months Ended						Nine Months Ended						through
	Three Months Ended March 31,						through
	September 30,						September 30,						September 30,
	2010			2009			March 31, 2010
	2009			2008			2009			2008			2009
Revenue	$	-		$	-		$	-
Revenue	$	-		$	-		$	-		$	-		$	-
Operating expenses
Operating expenses
Compensation and related benefits		3,027,549			-			12,032,570
Research and development		807,054			-			1,422,679			-			1,422,679
Legal and professional fees		3,500			236,850			1,138,701
General and administrative		21,094,462			4,806			33,773,185			17,808			33,836,435
Marketing		79,158			-			1,076,561
Total operating expenses		21,901,516			4,806			35,195,864			17,808			35,259,114
Occupancy related costs		70,658			-			261,761
Other income (expense)
Research and development		1,352,512			-			5,713,456
Loss on derivative financial instrument		(59,881	)		-			(59,881	)		-			(59,881	)
Travel and entertainment		44,849			-			710,983
Interest expense		(16,001	)					(16,326	)					(16,326	)
Consulting and outside services		5,048,478			7,886,250			41,870,764
Forgiveness of debt					15,000			-			15,000			15,000
Office and other		116,232			-			607,012
Total other expense		(75,882	)		15,000			(76,207	)		15,000			(61,207	)
Depreciation		41,484			-			58,695
Net Loss	$	(21,977,398	)	$	10,194		$	(35,272,071	)	$	(2,808	)	$	(35,320,321	)
Total operating expenses		9,784,420			8,123,100			63,470,503
Loss per share:
Other income (expense)
Basic and dilutive loss per share	$	(.14	)	$	.00		$	(.25	)	$	.00
Interest expense		(63,479	)		-			(63,479	)
Basic and diluted weighted average shares outstanding (1)		159,467,802			99,840,000			140,097,363			99,840,000
Gain on derivative financial instrument		599,889			-			1,416,126
Forgiveness of debt		-			-			17,025
Net Loss	$	(9,248,010	)	$	(8,123,100	)	$	(62,100,831	)
Loss per share:
Basic and dilutive loss per share	$	(0.04	)	$	(0.08)
Basic and diluted weighted average shares outstanding (1)		247,193,696			106,430,220

(1) Weighted average shares outstanding for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2009~~2010 includes the underlying shares exercisable with respect to the issuance of 1,500,000 warrants exercisable at $0.01 per share. In accordance with Accounting Standards Codification (“ASC”) 260 "Earnings Per Share", the Company has given effect to the issuance of these warrants in computing basic net loss per share.

The accompanying notes are an integral part of these unaudited condensed consolidated financial ~~statement~~ statements.

GetFugu, Inc. and Subsidiaries

(A Development Stage Company)

(Formally Known as Madero, Inc.)

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

From ~~Inception~~The toThree ~~September~~Months 30Ended March 31, ~~2009~~2010

(Unaudited)

													Deficit
													Accumulated
	Common Stock						Additional						during			Shareholders'
							Additional						during
	Shares			Amount			Paid in Capital			Shares Subscribed			Development Stage			Equity (Deficiency)
	Common Stock						Paid in			Shares			Development			Shareholders'
Balance as of March 14, 2007		-			-			-			-			-			-
	Shares			Amount			Capital			Issuable, net			Stage			Deficiency
Shares issued for cash March 14, 2007 (at $.0001)		48,000,000		$	48,000		$	(40,000	)	$	-		$	-		$	8,000
Balance as of December 31, 2009 (Audited)		191,523,525		$	191,524		$	33,947,518		$	12,109,000		$	(52,852,821	)	$	(6,604,779	)
Shares issued for cash August 30, 2007 (at $.0001)		51,840,000			51,840			(30,240	)		-			-			21,600
Amortization of employee stock option compensation award		-			-			240,538			-			-			240,538
Net loss for the year ended December 31, 2007		-			-			-			-			(26,448	)		(26,448	)
Amortization of director stock option compensation award		-			-			546,070			-			-			546,070
Balance as of December 31, 2007		99,840,000		$	99,840		$	(70,240	)		-		$	(26,448	)	$	3,152
Amortization of Director stock compensation award		-			-			195,000			-			-			195,000
Conversion of related party debt August 1, 2008		-			-			15,000			-			-			15,000
Amortization of employee stock compensation award		-			-			281,250			-			-			281,250
Conversion of related party debt December 31, 2008		-			-			2,025			-			-			2,025
Amortization of consulting stock compensation award		-			-			1,589,763			-			-			1,589,763
Net loss for the year ended December 31, 2008		-			-			-			-			(21,802	)		(21,802	)
Issuance of share issued previously accrued (December 29, 2009 at $0.15)		5,333,333			5,333			644,667			(650,000	)		-			-
Balance as of December 31, 2008		99,840,000		$	99,840		$	(53,215	)		-		$	(48,250	)	$	(1,625	)
Issuance of shares issued previously accrued (December 18, 2009 at $0.18)		50,000			50			8,950			(9,000)			-			-
Shares issued for cash March 27, 2009 (at $.50)		5,000			5			2,495			-						2,500
Issuance of shares issued previously accrued (December 8, 2009 at $0.225)		1,111,110			1,111			248,889			(250,000	)		-			-
Shares issued for cash March 30, 2009 (at $.50)		100,000			100			49,900			-			-			50,000
Issuance of shares previously accrued for payment of consulting services (October 1, 2009 at $0.62)		10,000,000			10,000			6,190,000			(6,200,000	)		-			-
Shares issued for consulting services January 6, 2009 (at $.005)		2,000,000			2,000			8,000			-			-			10,000
Issuance of shares issued previously accrued (September 18, 2009 at $0.50)		3,000,000			3,000			1,297,000			(1,300,000	)		-			-
Shares issued for consulting services January 21, 2009 (at $.005)		250,000			250			1,000			-			-			1,250
Issuance of shares previously accrued for payment of consulting services (November 5, 2009 at $0.12)		20,000,000			20,000			2,380,000			(2,400,000	)		-			-
Shares issued for consulting services March 4, 2009 (at $.50)		14,500,000			14,500			7,235,500			-			-			7,250,000
Shares issued for services related to an investment in a joint venture (January 14, 2010 at $0.16)		3,000,000			3,000			477,000			-			-			480,000
Shares issued for consulting services March 18, 2009 (at $.50)		1,250,000			1,250			623,750			-			-			625,000
Shares issued for asset acquisition, in-process research and development (January 15, 2010 at $0.16)		7,580,000			7,580			1,205,220			-			-			1,212,800
Shares issued for cash April 3, 2009 (at $.50)		800,000			800			399,200			-			-			400,000
Options granted to consultants for services (February 15, 2010, 20,000,000 at $0.13)		-			-			659,676			-				-		659,676
Shares issued for compensation April 4, 2009 (at $.50)		10,000,000			10,000			1,052,500			-			-			1,062,500
Shares issued for asset acquisition, in-process research and development (March 2009 at $0.04)*		200,000,000			200,000			(200,000	)		-			-			-
Shares issued for patent applications April 9, 2009 (at $.50) (1)		25,000,000			25,000			(25,000	)		-			-			-
Issuance of stock resulting from modification of employee stock option award (March 11, 2010 at $0.08))		10,000,000			10,000			1,844,742			-			-			1,854,742
Shares issued for cash April 13, 2009 (at $.50)		100,000			100			49,900			-			-			50,000
Issuance of stock to employee for services (March 11, 2010 at $0.08)		1,000,000			1,000			79,000			-			-			80,000
Shares issued for consulting services May 12, 2009 (at $.52)		7,800,000			7,800			2,783,200			-			-			2,791,000
Issuance of stock for consulting services (March 17, 2010 at $0.06)		100,000			100			5,900			-			-			6,000
Compensation for options granted July 17, 2009 (at $.27)		-			-			1,766,293			-			-			1,766,293
Issuance of stock to employee for services (March 9, 2010 at $0.09)		180,000			180			16,020			-			-			16,200
Compensation for warrants granted July 22, 2009 (at $.32)		-			-			8,486,388			-			-			8,486,388
Return and retirement of shares previously issued		(10,000,000	)		(10,000	)		10,000			-			-			--
Shares issued for consulting services August 15, 2009 (at $.70)		1,000,000			1,000			174,000			-			-			175,000
Return and retirement of shares previously issued		(3,000,000	)		(3,000	)		3,000									-
Compensation for warrants granted September 18, 2009 (at $.01)		-			-			(1,045,872	)		-			-			(1,045,872	)
Issuance of stock to employee for services (March 12, 2010 at $0.08)		50,000			50			3,950			-			-			4,000
Compensation for warrants granted September 18, 2009 (at $.33)								337,485									337,485
Reclassification of fully vested warrants to derivative liability		-			-			(722,586)			-			-			(722,586	)
Compensation for warrants granted September 2009 (at $.33)								216,439									216,439
Net Loss		-			-			-			-			(9,248,010	)		(9,248,010	)
Shares payable for cash September 2009 (at $.50), net		-			-			-			1,540,000			-			1,540,000
Balance as of March 31, 2010 (Unaudited)		439,927,968		$	439,928		$	50,951,567		$	1,300,000			(62,100,831)			(9,409,336	)
Shares payable for consulting services November 5, 2009 (at .32)		-			-			-			5,120,000			-			5,120,000
Net loss for the nine months ended September 30, 2009														(35,272,071	)		(35,272,071	)
Balance as of September 30, 2009		162,645,000		$	162,645		$	22,061,963		$	6,660,000		$	(35,320,321	)	$	(6,435,713	)

~~(1)~~* In consideration for the transfer of in-process research and development patents from ~~MARA~~Mobile ~~Group~~Search Technologies, ~~Ltd~~Inc. and Cellular Software Corporation. Oscar Holdings, LLC is a shareholder of these entities and is beneficially owned by the President of the Company, Carl Freer. The Company recorded a deemed dividend of $128,~~500~~000,000. See Note 3.4

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

GetFugu, Inc. and Subsidiaries

(A Development Stage Company)

(Formally Known as Madero, Inc.)

~~Statements~~Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30, 2009			Nine Months Ended September 30, 2008			Inception (March 14, 2007) through September 30, 2009
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2009			From Inception (March 14, 2007) through March 31, 2010
Cash flows from operating activities:
Net loss	$	(359,~~272~~248,~~071~~010	)	$	(28,~~808~~123,100	)	$	(3562,~~320~~100,~~321~~831	)
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		275,~~841~~953,~~355~~239			-7,886,250			2748,~~841~~043,~~355~~028
Accrual for future issuances of equity instruments for services		2,628,333			-			2,628,333
Accrued stock based compensation for future issuance of equity instruments for services		125,000			-			583,333
Fair value adjustment of derivative liability		59,881			-			59,881
Acquisition of in-process research and development		1,212,800			-			3,212,800
Changes in operating assets and liabilities:
Gain on derivative liability		(599,889			-			(1,416,126	)
Prepaid and other current assets		(70,489	)		-			(70,489	)
Depreciation		41,484			-			58,696
Accounts payable		609,456			-			611,081
Changes in current assets and liabilities:
Accrued expenses		916,726			-			916,726
Employees advances		12,484			-			(17,516	)
Net cash used in operating activities		(3,286,809	)		(2,808	)		(3,333,434	)
Prepaid expenses and other current assets		14,757			-			(47,012	)
Cash flows from investing activities:
Accounts payable		736,836			131,850			2,776,804
Purchase of property and equipment		(239,126	)		-			(239,126	)
Accrued payroll tax liabilities		1,1144,743			-			1,437,010
Net cash used in investing activities		(239,126	)		-			(239,126	)
Accrued expenses		90,357			105,000			1,664,947
Cash flows from financing activities:
Net cash used in operating activities		(546,199	)		-			(5,804,867	)
Advances from related party		1,299,849			-			1,299,849
Cash flows used in investing activities:
Cash received for accrued stock issuance payable, net		1,300,000			-			1,300,000
Purchase of property and equipment		-			-			(295,499	)
Cash received for shares subscribed, net		1,540,000			-			1,540,000
Cash flows from financing activities
Cash received from private placements		502,500			-			532,100
Proceeds from short term notes		150,000			-			550,000
Repayment of advances from related party		(434,807	)		-			(434,807	)
Repayment of short term notes		-			-			(100,000	)
Capital contribution from related party								17,025
Proceeds from short term convertible notes		225,000			-			225,000
Net cash provided by financing activities		4,207,542			-			4,254,167
Advances from related parties		196,589			-			1,846,938
Increase in cash		681,607			2,808			681,607
Repayment of advances from related parties		(10,000	)		-			(794,807	)
Cash – beginning balance		-			2,902			-
Proceeds received from shares issuable, net		-			-			2,300,000
Cash – ending balance	$	681,607		$	94		$	681,607
Proceeds received from sale of common stock, net		-			52,500			2,042,500
Capital contribution from related parties		-			-			46,625
Net cash provided by financing activities		561,589			52,500			6,116,256
Increase in cash		15,390			52,500			15,890
Cash - beginning balance		500			-			-
Cash - ending balance	$	15,890		$	52,500		$	15,890

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

GetFugu, Inc. and Subsidiaries

(A Development Stage Company)

(Formally Known as Madero, Inc.)

Condensed Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30, 2009		Nine Months Ended September 30, 2008		Inception (March 14, 2007) through September 30, 2009
	Three Months Ended March 31, 2010		Three Months Ended March 31, 2010		From Inception (March 14, 2007) through March 31, 2010
Non-Cash Activity:
Non-Cash Investing and Financing Activities:
Stock-based compensation expense	$	27,841,355	$	-	$	27,841,355
Reclassification of equity instruments to derivative liabilities	$	627,234	$	-	$	627,234
Common stock issued to repay loans				17,025		17,025
Settlement of accrued stock compensation for no consideration	$	-	$	-	$	815,000
Accrual of future issuances of equity instruments for services		2,628,333		-		2,628,333
Common stock issued for patents		12,500,000		-		12,500,000

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

GETFUGU, INC. AND SUBSIDIARIES

(Formally Known as Madero, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(A Development Stage Company)

(Unaudited)

NOTE 1~~. ORGANIZATION~~ ~~AND~~– ~~BASIS~~DESCRIPTION OF ~~PRESENTATION~~BUSINESS

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

The Company currently has four products under development.

	1.	See It (ARL): “Vision recognition” This GetFugu application recognizes logos and products through any mobile phone camera. Consumers simply point their phone at a logo and retrieve content from the brand owner.
	2.	Say It (VRL): “Voice recognition” The consumer can simply speak into the phone to retrieve content. In addition to brand names, the consumer can say generic keywords such as “best pizza” or “ATM”.
	3.	Find It (GRL): “Location recognition” For local content, GetFugu is designed to work with the Global Positioning Systems (“GPS”) in mobile phones. The application will return content, based on the proximity to the user. A keyword of “pizza” will return the closest pizza parlors. Local businesses can pay for voice-activated key words to position themselves at the top of the search list within a geographic area.
	4.	Get it (Hot-Spotting): GetFugu provides advertisers with a way to monetize their marketing efforts through a mobile ecommerce tool called Hot-Spotting. Hot-Spotting enables the consumer to purchase or retrieve information on any item featured in a video simply by touching products as displayed on the screen.

~~The~~NOTE ~~Company~~2 ~~was~~- ~~incorporated~~BASIS inOF ~~the~~PRESENTATION ~~State~~AND ofGOING ~~Nevada on March 14~~CONCERN, ~~2007~~LIQUIDITY ~~under~~AND ~~the name~~FINANCIAL Madero, Inc. On August 29, 2008, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Mike Lizarraga ( sole director, former President, Chief Executive Officer, and Chief Financial Officer of Madero, Inc.), and Media Power, Inc. (“MPI”). Pursuant to the terms and conditions of the Stock Purchase Agreement, MPI acquired 48,000,000 shares of the Company’s common stock (this number, and all other share amounts presented, is post the 12 for 1 forward stock split which was effectuated on February 11, 2009), or approximately 48.07% of the Company’s then issued and outstanding shares of common stock from Mr. Lizarraga. CONDITION

~~Prior to~~Basis ~~the closing~~ of the transactions referenced in the Stock Purchase Agreement, the Company was a development stage company in an unrelated industry. Through March 14, 2007, the Company’s activities had been limited to its formation, business planning and raising capital, and since August 29, 2008 involved in the development of next generation mobile search tools.Presentation

OnThe ~~January~~accompanying ~~23,~~unaudited ~~2009,~~condensed ~~the~~consolidated ~~Company~~financial ~~amended~~statements ~~its~~have ~~Articles~~been prepared ofin ~~Incorporation~~accordance towith ~~increase~~accounting principles generally accepted in the ~~number~~United States of ~~authorized~~America ~~common~~(“GAAP”) ~~stock,~~and ~~par~~to ~~value~~the ~~$0.001~~rules ~~per~~and regulations ~~share,~~of ~~from 75,000,000~~the toSecurities ~~500,000,000. On~~and ~~February~~Exchange ~~11,~~Commission ~~2009~~(“SEC”) for interim financial information. Accordingly, ~~there~~these ~~was~~interim afinancial ~~forward~~statements do not ~~split~~include all of ~~common~~the ~~stock~~information ~~whereby~~and ~~each~~footnotes ~~issued~~required ~~and~~for ~~outstanding~~annual ~~share~~financial statements. In the opinion of ~~common~~management, ~~stock~~all adjustments (consisting of normal ~~was~~recurring ~~split~~accruals) ~~into~~considered 12necessary ~~shares~~to ofmake ~~common~~the ~~stock~~financial statements not misleading have been included.

~~Effective~~The operating results for the three months ended March 2531, 2010, are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. These interim financial statements should be read in conjunction with the audited financial statements and footnotes thereto for the year ended December 31 2009, included in the Company’'s ~~Articles~~Annual ofReport ~~Incorporation~~on ~~were~~Form ~~amended~~10-K tofor ~~change~~the year ended December 31, 2009, filed with the ~~name~~SEC toon ~~GetFugu~~April 16, ~~Inc~~2010.

~~Basis of Presentation —~~ The accompanying ~~unaudited~~ condensed consolidated financial statements have been prepared in accordance ~~conformity~~ with ~~accounting~~Accounting ~~principles~~Standards ~~generally~~Codification ~~accepted~~(“ASC”) 915, “Development inStage ~~the~~Entities.” ~~United~~The ~~States~~Company's condensed consolidated statements of ~~America~~operations and cash flows from inception (March 14, 2007 through March 31, 2010) represent the financial information cumulative from inception as required by ASC 915.

~~The~~Going accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which areConcern, inLiquidity ~~the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information~~ and ~~footnote~~Financial disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2008 included in the Company's Annual Report on Form 10-K. The results of the nine months ended September 30, 2009, are not necessarily indicative of the results to be expected for the full year ending December 31, 2009.Condition

The Company' incurred a net loss of approximately $9.3 million and $8.1 million for the three months ended March 31, 2010 and 2009, respectively. As of March 31, 2010, the Company’s ~~principal~~accumulated ~~activities~~deficit ~~are~~from ~~expected~~inception amounted to ~~focus~~approximately on$62.1 million and the ~~commercialization~~Company’s ofworking capital deficit ~~its~~amounted ~~technologies~~to approximately $9.7 million. ~~The~~During ~~accompanying~~the ~~condensed~~three ~~financial~~months ~~statements~~ended ~~have~~March ~~been~~31, ~~prepared~~2010, net cash used in ~~accordance~~operating ~~with~~activities ~~Accounting~~amounted ~~Standards~~to ~~Codification~~approximately $546,000. ~~(“ASC”)~~During the three months ended March 31, 2010, cash provided by ~~915~~financing activities amounted to $562,000. ~~“Development~~As ~~Stage~~of ~~Entities~~March 31, 2010, the Company’s cash position was $15,890.” Subsequent to March 31, 2010, the Company raised additional operating capital of approximately $100,000, by entering into short-term debt financing arrangements. (See Note 11)

The Company needs to raise additional capital from external sources in order to sustain its operations while continuing the longer term efforts contemplated under its business plan. The Company expects to continue incurring losses for the foreseeable future and must raise additional capital to pursue its product development initiatives, to penetrate markets for the sale of its products and to continue as a going concern. The Company cannot provide any assurance that it will raise additional capital. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives, modify its existing business plan and take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company’s efforts to commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

NOTE ~~2. GOING~~3 ~~CONCERN,~~- SUMMARY ~~LIQUIDITY~~OF ~~AND~~SIGNIFICANT ~~FINANCIAL~~ACCOUNTING ~~CONDITION~~POLICIES

~~The~~Use ~~Company incurred a net loss~~ of $21,977,398 and $35,272,071 for the three and nine months ended September 30, 2009, respectively. At September 30, 2009, the Company’s accumulated deficit amounted to $35,320,321. During the nine months ended September 30, 2009, net cash used in operating activities amounted to $3,286,809. At September 30, 2009, the Company’s working capital deficit amounted to $6,674,839. The Company needs to raise additional capital from external sources in order to sustain its operations while continuing the longer term efforts contemplated under its business plan. The Company expects to continue incurring losses for the foreseeable future and must raise additional capital to pursue its product development initiatives, to penetrate markets for the sale of its products and to continue as a going concern. The Company cannot provide any assurance that it will raise additional capital. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet it obligations. These measures could cause significant delays in the Company’s efforts to commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.Estimates

~~NOTE~~The ~~3. SUMMARY~~preparation OFof ~~CERTAIN~~financial ~~SIGNIFICANT~~statements ~~ACCOUNTING~~in ~~POLICIES~~conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

~~Use~~Management bases ofits estimates on historical experience and on various assumptions that are ~~Estimates—The~~believed ~~preparation~~to ofbe ~~financial~~reasonable ~~statements~~under inthe ~~conformity~~circumstances, ~~with~~the results of which form the ~~generally~~basis ~~accepted~~for ~~accounting~~making ~~principles~~judgments inabout the ~~United~~carrying ~~States~~value of ~~America~~assets and liabilities ~~requires~~that ~~management~~are tonot ~~make~~readily apparent from other sources. The most significant estimates, ~~and~~among ~~assumptions~~other ~~that~~things, ~~affect~~are ~~the~~used ~~reported~~in accounting for allowances ~~amounts~~for ofdeferred income taxes, expected realizable values for long-lived assets (primarily property and ~~liabilities~~equipment and ~~disclosure~~intangibles), ofand ~~contingent~~contingencies, ~~assets~~as well as the recording, presentation and valuation of its common stock, related warrants, option issuances and derivative liabilities. Estimates atand assumptions are periodically reviewed and the ~~date~~effects of any material revisions are reflected in the consolidated financial statements ~~and~~in the ~~reported~~period ~~amounts~~that ofthey ~~revenues~~are ~~and~~determined ~~expenses~~to ~~during~~be ~~the reporting period~~necessary. Actual results could differ ~~from~~ from those estimates and assumptions.

~~Loss Per Common~~Principle ~~Share —The Company computes earnings per share in accordance with ACS 260, “Earnings Per Share” ACS 260 requires dual presentation~~ of basic and diluted earnings per share. Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding (including vested restricted stock awards) during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, resulting from the exercise of outstanding stock options and stock awards. These potentially dilutive securities were not included in the calculation of loss per common share for the three and nine months ended September 30, 2009 and 2008 because, due to the loss we incurred during such periods, their inclusion would have been anti-dilutive. Accordingly, basic and diluted losses per common share are the same for all periods presented.Consolidation

The ~~following~~condensed ~~table~~consolidated ~~summarizes~~financial ~~the~~statements ~~number~~ of ~~shares~~GetFugu, Inc. include accounts of the ~~Common~~Company ~~Stock~~and ~~outstanding~~its wholly-owned subsidiaries. Intercompany ~~attributable~~transactions toand ~~potentially~~balances ~~dilutive~~are ~~securities~~eliminated in consolidation.

	September 30,
	2009		2008
Stock options		27,000,000		-
Warrants		29,083,392		-
Non-vested restricted stock awards		3,375,000		-
Total		59,458,392		-

Stock-Based Compensation

InThe ~~accordance~~Company ~~with~~reports ~~ACS~~stock-based ~~260~~compensation ~~the~~under ~~Company~~ASC ~~has~~718 ~~given~~“Compensation ~~effect~~– toStock Compensation”. ASC ~~the~~718 ~~issuance~~requires ofall share-based payments to 1employees,~~500,000~~ ~~warrants~~including ~~issued~~grants inof ~~conjunction~~employee ~~with~~stock ~~the~~options ~~Company’s~~and ~~September~~warrants ~~2009~~to ~~financing~~non-employee directors and ~~exercisable~~consultants atto ~~$0.01~~be ~~per~~recognized ~~share~~ in ~~computing~~the ~~basic~~consolidated financial ~~net~~statements ~~loss~~based ~~per~~on their fair values over the requisite service ~~share~~periods.

~~Research and~~The ~~Development~~Company ~~—Research~~accounts for stock option and ~~development~~warrant ~~expense~~grants ~~relates~~issued to ~~the~~non-employees ~~development~~for goods and services using the guidance of ~~new~~ASC ~~products~~718 and ~~processes~~ASC ~~including~~505 ~~improvements~~“Accounting for Equity Instruments that are Issued to ~~existing~~Other ~~products.~~Than ~~These~~Employees for Acquiring, or in ~~costs~~Conjunction ~~are~~with ~~expensed~~Selling asGoods ~~incurred~~or Services”, whereby fair value of such option and warrant grants is determined using the Black Scholes option valuation model at the earlier of the date at which the non-employee’s performance is completed or a performance commitment is reached.

~~Fair~~The Black-Scholes ~~Value~~option valuation model is used to estimate the fair value of the ~~Financial~~warrants ~~Instruments—The~~or ~~Company’s~~options ~~financial~~granted. The ~~instruments~~model ~~are~~includes ~~cash~~subjective ~~and~~input ~~accounts~~assumptions ~~payable~~that can materially affect the fair value estimates. The model ~~recorded~~was ~~values~~developed offor ~~cash~~use ~~and~~in ~~accounts~~estimating ~~payable~~the fair value of traded options or ~~approximate~~warrants. The ~~their~~expected ~~fair~~volatility ~~values~~is estimated based on ~~their~~the ~~short-term~~most recent ~~nature~~historical period of time equal to the weighted average life of the warrants or options granted.

~~Subsequent~~The ~~Events~~Company’s ~~—Management~~determination ~~has~~of ~~evaluated~~fair ~~subsequent~~value ~~events~~of orshare-based ~~transactions~~payment awards to employees ~~occurring~~and ~~through~~directors ~~November~~on the date of grant uses the Black Scholes model, which is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include but are 23not limited to the risk free interest rate, the expected term, expected ~~2009~~volatility, and actual projected employee stock option exercise behaviors. The risk free interest rate is based on the ~~date~~U.S. Treasury zero-coupon yield curve over the ~~financial~~expected ~~statements~~term ~~were~~of ~~issued~~the option. The expected term assumption represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by SEC Staff Accounting Bulleting (“SAB”) 110 for “plain vanilla” options. Since the Company has limited historical volatility information, it bases its expected volatility on the historical volatility of similar entities whose share prices are publicly available. In making its determination as to ~~determine~~similarity, ifthe Company considered the industry, stage of life cycle, size, and financial leverage of such ~~events~~other entities. The Company’s model includes a zero dividend oryield ~~transactions~~assumption, ~~require~~as ~~adjustment~~the orCompany ~~disclosure~~has innot historically paid nor does it anticipate paying dividends on its common stock. The periodic expense is then determined based on the ~~financial~~valuation of the options, and at that time an estimated ~~statements~~forfeiture rate is used to reduce the expense recorded. The Company’s estimate of pre-vesting forfeitures is primarily based on the Company’s historical experience and is adjusted to reflect actual forfeitures as the options vest.

The following assumptions were used to estimate the fair value of options granted for the three months ended March 31, 2010, using the Black-Scholes option valuation model:


Risk free interest rate	2.35		%
Expected term (years)	4.9
Expected volatility (based on peer companies)		171	%
Expected dividend yield		-	%

~~Derivative Financial Instruments —~~The ~~Company does not use derivative instruments to hedge exposures to~~ ~~cash~~effect ~~flow, market or foreign currency risks. The Company evaluates all~~ of ~~its~~recording ~~financial~~stock-based ~~instruments~~compensation toexpense ~~determine~~for ifthe ~~such~~three ~~instruments~~months ~~are~~ended ~~derivatives~~March ~~or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities~~31, ~~the~~2010 ~~derivative instrument is initially recorded at its fair value~~ and ~~is then re-valued at each reporting date~~2009, ~~with changes~~ in ~~the~~accordance ~~fair value~~with ~~reported in~~ the ~~condensed~~applicable ~~consolidated~~provisions ~~statements~~ of ~~operations. For~~ ~~stock-based~~ASC ~~derivative financial instruments, the~~718 Company uses the Black-Scholes option valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is ~~evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet~~ as ~~current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.~~follows:

Recently Issued and Adopted Accounting Pronouncements—On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right, as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting standards are referenced, the adoption of these changes had no impact on the Financial Statements.


	Three Months Ended March 31,
	2010		2009
Compensation and related benefits	$	1,363,058	$	-
Consulting and outside services		4,715,181		7,886,250
Research and development		1,212,800		-
Total stock based compensation	$	7,291,039	$	7,886,250

~~Fair~~Loss ~~Value—The~~Per ~~Company~~Common adopted a new accounting standard included in ASC 820, “Fair Value Measurements and Disclosures”, which delayed the effective date for disclosing all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis (at least annually). This standard did not have a material impact on the Company’s financial condition and results of operations. See Note 6, “Fair Value Measurements”.Share

The Company ~~adopted~~computes aloss ~~new~~per ~~accounting~~common ~~standard~~share ~~related~~in toaccordance ~~interim~~with ~~disclosures~~ASC ~~about~~260, “Earnings Per ~~fair~~Share.” ~~value~~ASC 260 requires dual presentation of ~~financial~~basic ~~instruments~~and ~~included~~diluted inloss ~~ASC~~per share. Basic ~~825,~~loss ~~“Financial~~per common share is computed by dividing net loss ~~Instruments,”~~by ~~which~~the ~~requires~~weighted ~~disclosures~~average ~~about~~number ~~fair~~of ~~value~~common shares outstanding (including vested restricted stock awards) during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of ~~financial~~common ~~instruments~~shares ~~for~~outstanding, ~~interim~~plus ~~reporting~~the ~~periods~~issuance of ~~publicly-traded~~common ~~companies~~shares, asif ~~well~~dilutive, resulting asfrom inthe ~~annual~~exercise ~~financial~~of ~~statements~~outstanding stock options and stock awards. ~~Our~~These potentially ~~adoption~~dilutive securities were not included in the calculation of ~~this~~loss ~~standard~~per common share for the three months ended March 31, ~~effective~~2010 and 2009, respectively, ~~April 1~~because, ~~2009~~due to the loss incurred during such periods, ~~did~~their ~~not~~inclusion ~~impact~~would have ~~our~~been ~~consolidated~~anti-dilutive. ~~financial~~Accordingly, ~~condition~~basic orand diluted losses per common share ~~results~~are ofthe ~~operations~~same for all periods presented.

~~Business~~In ~~Combinations—The~~accordance ~~Company~~with ~~adopted a new accounting standard included in~~ ASC ~~805,~~260 ~~“Business~~the ~~Combinations,”~~Company ~~which~~has ~~significantly~~given ~~changed~~effect to the ~~accounting~~issuance ~~for~~of ~~and~~1,500,000 ~~reporting~~warrants ofissued ~~business~~in ~~combination~~conjunction ~~transactions.~~with ~~This standard was effective for~~ the Company’s ~~for~~September ~~business combination transactions for which the acquisition~~2009 ~~date~~financing ~~was~~and onexercisable orat ~~after~~$0.01 ~~January 1,~~per ~~2009.~~share ~~The~~in ~~adoption~~computing ofbasic ~~this~~net ~~standard~~loss ~~will~~per ~~have~~share anclassified ~~impact~~as ona ~~the~~derivative ~~Company’s accounting for any future business combinations~~liability.

~~Consolidation—The~~Total ~~Company~~shares ~~adopted~~issuable aupon ~~new~~the ~~accounting~~exercise ~~standard~~of ~~included in ASC 810~~warrants, ~~“Consolidation,” which~~options ~~establishes new accounting~~ and ~~reporting~~conversion ~~standards~~option for ~~the non-controlling~~ ~~interest in a subsidiary and for~~ the ~~deconsolidation~~three ofmonths aended ~~subsidiary~~March ~~through~~31, ~~the use~~2010 ~~of disclosures that clearly identify~~ and ~~distinguish between the interests of the parent and the interests of the non-controlling owners. This standard is effective for fiscal years beginning on or after December 15~~2009, ~~2008~~were ~~with~~comprised ~~early~~as adoption prohibited. The new standard would have an impact on the presentation and disclosure of the non-controlling interests of any non wholly-owned businesses acquired by the Company in the future.follows:

Derivative Instruments and Hedging Activities—The Company adopted a new accounting standard included in ASC 815, “Derivatives and Hedging,” requiring entities to provide greater transparency through additional disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under U.S. GAAP, and (c) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. Additional disclosures have been included in the Company’s condensed consolidated financial statements in accordance with this standard.

	As of March 31,
	2010		2009
Warrants		12,083,392		-
Stock options		48,400,000		-
Convertible promissory notes		7,166,667		-
Unvested restricted stock grants		1,625,000		-
Total common stock equivalents		69,275,059		-

~~The~~Derivative ~~Company~~Financial adopted a new accounting standard included in ASC 815-40, “Contracts in Entity’s Own Equity,” which requires that the Company apply a two-step approach in evaluating whether an equity-linked financial instrument (or embedded feature) is indexed to the Company’s stock, including evaluation of the instrument’s contingent exercise and settlement provisions. See Note 6 for the impact of the adoption of ASC 815-40 on the Company’s consolidated financial position and results of operations.Instruments

~~Intangibles~~The —Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company ~~adopted~~evaluates aall ~~new~~of ~~accounting~~its financial ~~standard~~instruments ~~relating~~ to ~~intangibles~~determine ~~and~~if such instruments are derivatives or ~~business~~contain ~~combinations~~features ~~included~~that inqualify ~~ASC~~as ~~350,~~embedded ~~“Intangibles~~derivatives. For —derivative financial ~~Goodwill~~instruments ~~and~~that ~~Other~~are accounted for as liabilities,” the derivative ~~which~~instrument ~~amends~~is ~~the~~initially ~~factors~~recorded ~~that~~at ~~should~~its befair ~~considered~~value inand ~~developing~~is ~~renewal~~then orre-valued at each ~~extension~~reporting ~~assumptions~~date, ~~used~~with tochanges ~~determine~~in the ~~useful~~fair ~~life~~value ofreported ain ~~recognized~~the consolidated ~~intangible~~statements ~~asset~~of operations. For ~~This~~stock-based ~~standard~~derivative isfinancial instruments, ~~intended~~the toCompany ~~improve~~uses the ~~consistency~~Black-Scholes ~~between~~option valuation model to value the ~~useful~~derivative ~~life~~instruments at inception and on subsequent valuation dates. The classification of aderivative ~~recognized~~instruments, ~~intangible~~including whether ~~asset~~such ~~and~~instruments should be recorded as liabilities or as equity, is evaluated at the ~~period~~end of ~~expected~~each ~~cash~~reporting period. Derivative instrument ~~flows~~liabilities ~~used~~are toclassified ~~measure~~in the ~~fair~~condensed ~~value~~consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the derivative ~~asset~~instrument could be required within 12 months of the balance sheet date.

~~This~~As ~~standard~~further isdiscussed ~~effective~~in ~~prospectively~~Note ~~for~~8, ~~intangible~~the ~~assets~~Company ~~acquired~~was orrequired ~~received~~under accounting guidance ~~after~~prescribed ~~January~~by 1,ASC ~~2009~~815 to reclassify certain fully vested warrants held by consultants as a derivative liability. The ~~adoption~~Company was not able to determine that it had enough authorized shares of ~~this~~common ~~standard~~stock ~~did~~to ~~not~~settle ~~impact~~the warrants. As a result, the Company’s ~~consolidated~~reclassified $722,586 of warrants to derivative liability. The derivative financial ~~position~~instruments ~~and~~were revalued ~~results~~at March 31, 2010, with the change of $599,889 reflected as a component ~~operations~~of the gain on derivative financial instruments. The warrants will continue to be marked to market through earning at the end of each reporting period.

As of March 31, 2010, the derivative liability included warrants valued at $352,332 and the intrinsic value of the embedded conversion option related to convertible promissory notes valued at $200,000. The derivative liability related to the warrant was valued using the Black-Scholes option valuation model with the following assumptions on the following dates:

Subsequent Events—The Company adopted a new accounting standard included in ASC 855, “Subsequent Events,” which requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity will be required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. In addition, this standard requires an entity to disclose the date through which subsequent events have been evaluated.

	March 31, 2010			December 31, 2009
Risk-free interest rate		2.49% to 3.21	%		2.49	%
Expected volatility		170% to 171	%		171	%
Expected life (in years)		3 to 4.47			4.7
Expected dividend yield		n/a			n/a

Number of warrants		13,583,392			1,500,000

Fair value	$	352,332		$	229,635

~~Accounting~~The ~~Standards~~risk-free ~~Updates—In~~interest ~~August 2009,~~rate ~~the~~was ~~FASB~~based ~~issued~~on ~~Accounting Standards~~rates ~~Update~~established ~~("ASU")~~by Nothe Federal Reserve. ~~2009-04,~~ The ~~“Accounting~~Company’s ~~for~~expected ~~Redeemable~~volatility ~~Equity Instruments~~was —based ~~Amendment~~on tothe historical ~~Section 480-10-S99.” This~~volatility ~~ASU~~of ~~represents an~~similar ~~update~~entities towhose ~~Section 480-10-S99, Distinguishing~~share ~~Liabilities~~prices ~~from~~are publicly ~~Equity,~~available. The ~~per~~expected ~~Emerging~~life ~~Issues~~of ~~Task~~the ~~Force~~warrants ~~Topic~~was ~~D-98,~~determined ~~“Classification~~by ~~and~~the ~~Measurement~~expiration date of ~~Redeemable~~the ~~Securities~~warrants.” The ~~adoption~~expected ofdividend ~~ASU~~yield ~~2009-04~~was based ~~did~~upon the fact that the Company has not ~~have~~historically paid dividends, and adoes ~~material~~not ~~impact~~expect onto ~~the~~pay ~~Company’s~~dividends ~~condensed~~in ~~consolidated~~the ~~financial statements~~future.

InSubsequent August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value. This ASU amends Subtopic 820-10, Fair Value Measurements and Disclosures - Overall, to provide guidance on the fair value measurement of liabilities. The adoption of ASU 2009-05 did not have a material impact on the Company’s condensed consolidated financial statements.Events

InManagement ~~September 2009,~~has ~~the~~evaluated ~~FASB~~subsequent ~~issued~~events ~~ASU~~or ~~No. 2009-07,~~transactions ~~Technical~~occurring ~~Corrections to~~through ~~SEC~~the ~~Paragraphs.~~date ~~This~~the financial ~~ASU~~statements ~~corrected~~were ~~SEC~~issued, ~~paragraphs in response~~ to ~~comment letters.~~determine ~~The~~if ~~adoption~~such ofevents ~~ASU~~or ~~2009-07~~transactions require ~~will~~adjustment ~~not~~or ~~have~~disclosure ~~material~~in ~~impact on~~ the ~~Company’s~~ condensed consolidated financial statements.

InRecent ~~September 2009,~~Accounting the FASB issued ASU No. 2009-08, “Earnings Per Share Amendments to Section 260-10-S99.” This Codification Update represents technical corrections to Topic 260-10-S99, Earnings per Share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that Includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The adoption of ASU 2009-08 did not have material impact on the Company’s condensed consolidated financial statements.Pronouncements

~~NOTE~~In June 42009, the Financial Accounting Standards Board (“FASB”) issued ASC Topic 810-10 “Consolidation – ~~STOCK~~Variable Interest Entities” (“ASC Topic 810-~~BASED~~10”), ~~COMPENSATION~~to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. The Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of this Statement did not have a material impact on the Company’s condensed consolidated financial statements.

~~Stock~~In June 2009, the FASB issued ASC Topic 860-~~Based~~20 “Transfers and Servicing - Sale of ~~Compensation~~Financial ~~The~~Assets”, ~~Company~~to ~~uses~~improve the ~~fair~~reporting ~~value~~for ~~recognition~~the ~~provisions~~transfer of financial assets resulting from 1) practices that have developed since the issuance of ASC ~~718~~Topic 860, “~~Compensation~~Transfers –and ~~Stock Compensation~~Servicing,” ~~using~~that are not consistent with the ~~modified~~original ~~prospective~~intent ~~method~~and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. ~~Consequently,~~ASC ~~for~~Topic 860-20 must be applied as of the ~~nine~~beginning ~~months~~of each ~~ended~~reporting ~~September~~entity’s 30first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and ~~2008,~~annual ~~the~~reporting periods thereafter. Earlier application is prohibited. The Company’s ~~condensed~~does ~~statements~~not ofcurrently ~~operations~~engage ~~reflect~~in ~~stock-based~~the transfer ~~compensation~~of ~~expense~~financial ~~for~~assets ~~stock~~and, ~~options~~therefore, ~~granted~~adoption ~~under~~of ~~its~~ASC ~~long~~Topic 860-~~term~~20 ~~stock~~did not have a ~~incentive~~material ~~plans~~impact ~~amounting~~on tothe ~~$1,766,292~~Company’s ~~and~~condensed ~~zero~~consolidated ~~respectively~~financial statements.

~~The~~In ~~fair~~August ~~value~~2009, ofthe ~~stock~~FASB ~~options~~issued ~~granted~~Accounting ~~was~~Standards ~~determined~~Update on2009-05 ~~the~~which ~~grant date using~~includes ~~assumptions~~amendments ~~for~~to ~~risk~~Subtopic ~~free interest rate~~820-10, ~~the~~“Fair ~~expected~~Value ~~term,~~Measurements ~~expected volatility,~~ and ~~expected dividend yield~~ Disclosure--Overall.” The ~~risk~~update ~~free~~provides ~~interest~~clarification ~~rate~~that ~~is based on~~in ~~U.S.~~circumstances ~~Treasury~~in ~~zero-coupon~~which ~~yield~~a ~~curve~~quoted ~~over~~price ~~the~~in ~~expected~~an ~~term~~active ofmarket ~~the option. The~~for ~~expected term assumption represents~~ the ~~average period~~identical ~~the~~liability ~~stock~~is ~~options~~not ~~are~~available, ~~expected~~a toreporting ~~remain~~entity ~~outstanding~~is ~~and~~required isto ~~based~~measure onfair ~~the~~value ~~expected~~using ~~term~~one ~~calculated~~or ~~using~~more of the ~~approach~~techniques ~~prescribed~~provided ~~by SAB110~~ for ~~“plain vanilla~~in ~~options~~this update. ~~Since~~The amendments ~~the~~in ~~Company~~this ~~has~~update ~~limited~~clarify ~~historical~~that ~~volatility information,~~a itreporting ~~bases~~entity ~~its~~is ~~expected~~not ~~volatility~~required ~~on the historical volatility of~~to ~~similar~~include ~~entities~~a ~~whose~~separate ~~share~~input ~~prices~~or ~~are~~adjustment ~~publicly~~to ~~available. In~~other ~~making its~~inputs ~~determination~~relating as to ~~similarity,~~ the ~~Company considered the industry, stage~~existence of ~~life~~a ~~cycle,~~restriction ~~size,~~that ~~and~~prevents ~~financial~~the ~~leverage~~transfer of ~~such~~the ~~other entities. The~~liability ~~Company’s~~and ~~model~~also ~~includes~~clarifies that both a ~~zero~~quoted ~~dividend~~price ~~yield assumption,~~in asan ~~the~~active ~~Company~~market ~~has~~for ~~not~~the ~~historically~~identical ~~paid~~liability ~~nor~~at ~~does it anticipate~~the ~~paying~~measurement ~~dividends~~date onand ~~its~~the ~~common~~quoted ~~stock.~~price ~~The~~for ~~periodic expense is then determined based on~~ the ~~valuation~~identical ofliability ~~the~~when ~~options,~~traded ~~and~~as an atasset ~~that~~in ~~time~~ an ~~estimated~~active ~~forfeiture rate~~market iswhen ~~used~~no adjustments to ~~reduce~~ the ~~expense~~quoted ~~recorded. The~~price ~~Company’s estimate~~ of ~~pre-vesting forfeitures is primarily based on~~ the ~~Company’s historical~~ ~~experience~~asset ~~and~~are isrequired ~~adjusted~~are toLevel ~~reflect~~1 ~~actual~~fair ~~forfeitures~~value ~~as the options vest~~measurements. The ~~following assumptions were used to estimate the fair value~~adoption of ~~options~~this ~~granted~~standard ~~for~~did ~~the~~not ~~nine~~have ~~months~~a ~~ended~~material ~~September~~impact ~~30,~~on ~~2009~~the ~~and~~Company’s ~~2008 using~~condensed ~~the~~consolidated ~~Black-Scholes~~financial ~~option-pricing model:~~statements.

	September 30,
	2009			2008
Risk free interest rate		2.90	%		-
Expected term (years)		6.19			-
Expected volatility (based on peer companies)		171	%		-
Expected dividend yield		-			-

The FASB has published FASB Accounting Standards Update 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements,” which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements,” for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. FASB Accounting Standards Update 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements.

AThe ~~summary~~FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards updates and regulations as of March 31, 2010 that will become effective in subsequent periods; however, management of the ~~option~~Company ~~activity~~does ~~for~~not believe that any of those updates would have significantly affected the Company’s ~~nine~~financial ~~months~~accounting ~~ended~~measures ~~September~~or ~~30,~~disclosures had they been in effect during 2010 or 2009, isand asit does not believe that any of those pronouncements ~~follows:~~will have a significant impact on the Company’s condensed consolidated financial statements at the time they become effective.

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Options outstanding at January 1, 2009		-		-
Granted		27,000,000		.19		6
Cancelled		-		-
Exercised		-		-
Options outstanding at September 30, 2009		27,000,000		.19		6
Options exercisable at September 30, 2009		6,125,000		.20		6

~~The weighted-average~~NOTE ~~grant-date~~4– ~~fair~~EQUITY value of options granted during the nine months ended September 30, 2009 and 2008 was $5,130,000 and $0 respectively. There have been no options exercised during the nine months ended September 30, 2009. The remaining unvested options of 20,875,000 vest over an average contractual term of 6.19 years.TRANSACTIONS

~~Non-Employee~~Shares ~~Stock-Based Compensation The Company accounts~~ for equity instruments issued to non-employees in accordance with the provisions of ASC 718, which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests. Non-employee stock-based compensation charges are amortized generally over the vesting period.Services

~~NOTE~~On March 59, –2010 ~~EQUITY~~the ~~TRANSACTIONS~~Company issued 180,000 shares of common stock for services to an employee. The shares were fully vested on the date of issuance. The fair value of the shares was calculated to be $16,200 based on the share price on the date of the issuance and accordingly, the Company recorded a stock based compensation charge to the condensed consolidated financial statements for the three months ended March 31, 2010.

~~Private~~On ~~Placements—During the~~March ~~nine months ended September 30~~11, ~~2009,~~2010 the Company ~~sold~~issued 1,~~005~~000,000 shares of common stock for services to an ~~Common~~employee. ~~Stock~~The inshares ~~private~~were ~~placements~~fully ~~resulting~~vested inon ~~net~~the ~~proceeds~~date ~~totaling~~of issuance. The fair value of the shares was calculated to be $~~502~~80,~~500~~000 based on the share price on the date of the issuance and accordingly, the Company recorded a stock based compensation charge to the condensed consolidated financial statements for the three months ended March 31, 2010.

On ~~July~~March 2212, ~~2009~~2010 the Company ~~entered~~issued ~~in to an exclusive investment banking agreement (the “Banking Agreement”) which included the issuance of 2~~50,000~~,000~~ shares of common stock ~~and~~for ~~28,000,000~~services ~~warrants. The~~to ~~Banking Agreement also~~an ~~provides~~employee. ~~for~~The ashares ~~cash~~were ~~fee~~fully asvested ~~well~~on as the ~~issuance~~date of ~~warrants~~issuance. ~~based~~The onfair ~~amounts~~value ~~actually~~of ~~raised for~~ the ~~Company. At September 30, 2009 the~~ shares ~~of common~~was ~~stock~~calculated ~~valued~~to atbe $~~640~~4,000 ~~were~~based ~~recorded~~on asthe ~~well~~share asprice ~~$8,486,388~~on ~~as additional paid in capital associated with~~ the ~~warrant to purchase 28,000,000~~date ~~shares~~ of ~~common~~the ~~stock. On~~issuance ~~November~~and 13accordingly, ~~2009,~~ the ~~Banking~~Company ~~Agreement was~~recorded ~~modified~~a tostock bebased ~~non-exclusive. As~~compensation charge ~~part~~to of the ~~amendment,~~condensed ~~the original~~consolidated ~~warrant~~financial tostatements ~~purchase~~for ~~28,000,000 shares of~~ the ~~Company’s~~three ~~common stock was~~months ~~reduced~~ended toMarch ~~purchase 8~~31,~~000,000~~ ~~shares of the Company’s common stock~~2010.

On ~~September~~ 18March 11, ~~2009~~2010, the Company ~~entered~~accepted ~~into~~the anresignation ~~unregistered~~of ~~securities~~a ~~purchase~~consultant and the simultaneous agreement ~~pursuant~~ to ~~which~~enter ~~the~~into ~~Company~~a ~~agreed~~master tosales ~~sell~~agreement. The Company upagreed to anterminate ~~aggregate~~the of 10,000,000 ~~shares~~options ofpreviously ~~common~~granted ~~stock~~ and ~~issue a warrant to purchase up to~~issued 510,000,000 shares of ~~common stock for an aggregate purchase price~~ of ~~$5,000,000.~~ ~~The initial closing under this securities purchase agreement was held concurrently with closing, pursuant to which~~ the Company’s ~~agreed to issue 3,000,000 shares of~~ common stock ~~together with a warrant~~ to ~~purchase 1,500,000 shares of common stock for~~ the ~~aggregate~~consultant. ~~purchase~~The ~~price of $1,300,000 which is~~shares ~~net~~fully ofvested ~~$200,000~~on ~~of closing related costs. At September 18, 2009~~ the ~~amount~~ ofdate ~~$1,300,000 was received and as~~ of ~~September 30, 2009 the net amount is included in the balance sheet as accrued stock~~ issuance ~~payable~~. On ~~September 18~~Accordingly, ~~2009,~~ the ~~warrant~~Company ~~was~~accounted ~~also~~for ~~recorded~~the attransaction as a ~~fair~~modification ~~value~~ of ~~$1,045,872 as~~ a ~~derivative~~stock ~~liability~~based ~~(see~~compensation ~~Note 6). There~~award ~~are no assurances that the remainder of the proceeds called for~~ under ~~this securities purchase agreement will be~~ASC ~~received~~718. ~~Under~~The ~~the Banking Agreement described above, the~~ Company~~’s investment~~ ~~banker~~recorded ~~earned compensation for this transaction in the form of~~ a ~~warrant~~ tocharge ~~purchase 500,000 shares~~ of ~~common stock at~~ $~~.33 per share~~1, ~~valued using Black-Scholes at $337~~854,~~485. The~~742 ~~warrant~~for ~~was accrued as~~ stock based compensation ~~and~~with ~~additional~~respect ~~paid~~to inthe ~~capital~~modification as of ~~September~~the ~~30,~~original ~~2009~~award.

~~During September~~On ~~2009, the Company negotiated a securities purchase agreement whereby~~March ~~the investors agreed to invest $4 million and $1 million~~17, ~~respectively~~2010, ~~and~~ the ~~Company~~ ~~received $1,750,000 in anticipation of closing. The agreement was never executed. On November 6, 2009, the~~ Company entered into a ~~subscription~~consulting agreement ~~with~~pursuant ~~the~~to ~~investor for the purchase of~~which 5100,~~250,525~~000 shares of the Company'’s ~~Common~~ ~~Stock~~common instock ~~exchange~~were ~~for $1~~issued,~~750,000 which~~ ~~was previously paid to~~ the ~~Company.~~shares Aswere ~~of September 30, 2009, the Company~~fully ~~recorded~~vested ~~the~~on ~~transaction as shares payable in~~ the ~~equity~~date ~~section~~ of ~~the financial statements~~issuance. ~~Under~~ The ~~the Banking Agreement described above, the~~ Company’s ~~investment~~recorded ~~banker earned compensation for~~ this ~~transaction~~as stock inbased ~~the~~compensation ~~form~~expense of a$6,000 ~~warrant~~based toon ~~purchase~~the ~~583,392~~share ~~shares~~price of ~~common stock at~~ $0.3306 per share~~, valued using Black-Scholes at $216,439~~. ~~The warrants were accrued as stock compensation and additional paid in capital as of September 30, 2009.~~

On November 3, 2009, the Company settled a claim with a consultant and issued 16,000,000 shares of the Company’s common stock. This claim was disputed but accrued for as of September 30, 2009. The accompanying financial statements include $5,120,000 in shares payable and general and administrative expense, which reflects the entire obligation associated with this claim.Other

~~Issuance of Shares for~~On ~~Services—During~~January ~~the nine months ended September 30~~14, ~~2009~~2010, the Company ~~issued 36,800,000~~ ~~shares~~entered ofinto ~~common~~an ~~stock~~agreement for ~~various~~ services ~~that~~related to ~~vest~~establishing ~~ratably~~a ~~over~~joint ~~the~~venture ~~period~~and ofoperating ~~the~~entity ~~service~~in Japan. ~~Compensation~~Under ~~expense is~~the ~~recorded~~terms asof the ~~instruments~~agreement ~~vest and~~ the Company ~~recorded~~will anobtain ~~expense~~a ~~of $11,914,750 associated~~75% ~~with~~interest ~~these~~in ~~issuances of common stock based on~~ the ~~fair~~ ~~market value determined at the time of the individual~~joint ~~issuances~~venture. ~~The~~ ~~unvested~~Pursuant ~~compensation~~to ~~expense~~this ~~that~~agreement ~~will~~the ~~be recorded in future periods is $5,727,500.~~Company

~~NOTE~~issued 63,000,000 ~~- DERIVATIVE~~shares ~~LIABILITY~~of its common stock. The shares were fully vested on the date of the issuance and accordingly the Company recorded a stock based compensation charge of $480,000, which represented the fair value of the shares on the date of the agreement.

~~Under ASC~~On ~~815-40~~January 15, ~~"Contracts~~2010, inthe ~~Entity's Own Equity"~~Company, ~~instruments~~through ~~which~~GetFugu doResearch ~~not~~Inc, ~~have~~its ~~fixed~~wholly-owned ~~settlement~~subsidiary, ~~provisions~~entered ~~are~~into ~~deemed~~an toagreement bewith ~~derivative instruments. The~~Health ~~warrants~~Matrix, ~~issued~~Inc. Under the ~~with~~terms of the ~~Company’~~agreement, ~~September 18~~7,580,000 ~~2009~~shares of the Company’s common stock ~~financing,~~were issued doin ~~not~~exchange ~~have~~for ~~fixed~~all ~~settlement~~of ~~provisions~~the ~~because their~~ownership ~~exercise~~interest ~~price~~in ~~may~~Health beMatrix. ~~lowered~~The former ifowners ~~the~~of ~~Company~~Health ~~issues~~Matrix ~~securities~~also atentered ~~lower~~into employment agreements which ~~prices~~included insix-month ~~the~~non-competition ~~future~~provisions. The Company ~~was~~evaluated the ~~required~~transaction toand ~~include~~determined that the ~~reset provisions~~transaction inwas ~~order~~an toasset ~~protect~~acquisition ~~the~~of in-process ~~warrant~~research ~~holders~~and ~~from~~development ~~the~~comprising ~~potential~~of ~~dilution associated~~trademarks ~~with~~and ~~future financings~~tradenames. In ~~accordance~~The Company ~~with~~was ~~ASC~~unable ~~815-40,~~to ~~the warrants~~determine ~~were~~alternate ~~recognized~~future asuses aof ~~derivative~~the ~~instrument.~~trademark ~~ASC~~and tradenames ~~815-40~~and ~~requires~~determined that the ~~fair~~employment ~~value~~agreement ofand ~~these~~non-compete agreement ~~liabilities~~had beno ~~re-measured~~intrinsic atvalue. Accordingly, the ~~end~~Company ofrecorded ~~every reporting~~a ~~period~~charge ~~with~~of $1,212,800 for the ~~change~~three inmonths ~~value~~ended ~~reported~~March in31, ~~the~~2010, ~~statement~~for ofin-process ~~operations~~research and development.

On March 24, 2010, the Company entered into an agreement with each of Mobile Search Technologies, Inc. and Cellular Software Corporation, pursuant to which the Company acquired both companies as wholly-owned subsidiaries in exchange for 100,000,000 shares of common stock each. Mobile Search Technologies, Inc. and Cellular Software Corporation was owned by Oscar Holdings, LLC, which is beneficially owned by the President of the Company, Carl Freer. The primary assets of each company are intellectual property rights relating to next generation mobile search technology. Each of the principals also executed a standard form confidentiality and intellectual property assignment agreement. The Company evaluated the transaction and determined that the transaction was an asset acquisition of in-process research and development comprising of patent pending algorithms with no alternate future uses. Through Carl Freer’s role as co-founder and one of the single largest indirect shareholders of the Company, Carl Freer is considered to have management control in accordance with ASC 850, “Related Party Disclosures.” The principals were determined to be affiliates and accordingly the Company recorded the transaction as a deemed dividend of $8,000,000.

Stock Options

On February 15, 2010, the Company entered into consulting agreements with two individuals including monthly fees totaling $25,000 and the issuance of non-qualified stock options totaling 20,000,000. On the date of the grant 25% of the options vest immediately and the remaining will vest over a term of 5 years. The options granted are exercisable at $0.13 per share and have a contractual life of 5 years. The fair value of the awards based on the Black Scholes option valuation model totaled $2,454,608. The Company recorded a charge to operations for $659,676 for the three months ended March 31, 2010, which represented the vested portion of the awards. As of March 31, 2010, options with a value of $1,794,932 remains non-vested and will be charged to operations over the remaining vesting period of 4.9 years.

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

	September 30, 2009			September 18, 2009
Risk-free interest rate		2.49	%		2.49	%
Expected volatility		171	%		171	%
Expected life (in years)		4.9			5
Expected dividend yield		-			-
Number of warrants		1,500,000			1,500,000
Fair value	$	1,105,753		$	1,045,872

A summary of the status of the Company’s nonvested shares of common stock as of March 31, 2010, and changes during the three months then ended is presented below:

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

			Weighted
			Average
			Grant Date
Nonvested Shares	Shares				Fair Value
Nonvested at January 1, 2010	10,312,500			$	0.52
Granted	-				-
Vested	(1,375,000	)			0.47
Cancelled	(7,312,500	)			-
Nonvested at March 31, 2010	1,625,000			$	0.52

~~The fair value of this warrant~~NOTE ~~liability~~5 ~~was~~— ~~$1,105,753~~FAIR at September 30, 2009. The $59,881 change in fair value is reported in Company’s condensed statement of operations as a loss on derivative financial instruments. The fair value of this liability will be re-measured at the end of every reporting period and the change in fair value will be reported in the condensed statement of operations as a gain or loss on derivative financial instrument.VALUE

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

ASC 820, ~~"Fair Value and Disclosures,"~~ establishes athe ~~valuation~~following hierarchy ~~for disclosure of the inputs to valuation~~ used toin ~~measure~~ fair value. ~~This~~measurements hierarchy prioritizes the inputs into three broad levels as follows. Level 1inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and ~~liabilities~~ ~~in active markets or inputs that are observable for the asset or~~expands ~~liability, either directly or indirectly through market corroboration, for substantially~~ the ~~full~~required ~~term~~disclosures of ~~the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure~~ assets and liabilities measured at fair ~~value. A financial asset or~~ ~~liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair~~ value ~~measurement.~~:

~~The following~~· ~~table~~Level ~~provides~~1 ~~the~~– ~~assets~~Inputs ~~and~~use ~~liabilities~~quoted ~~carried~~prices atin ~~fair~~active ~~value measured~~markets onfor aidentical ~~recurring~~assets ~~basis~~or asliabilities ofthat ~~September~~the ~~30,~~Company ~~2009:~~has the ability to access.

			Fair Value Measurements at September 30, 2009
	Total carrying value at September 30, 2009		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative liabilities	$	1,105,753	$	-	$	-	$	1,105,753

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

~~The carrying~~· ~~amounts~~Level of3 ~~cash,~~– ~~accounts~~Inputs ~~payable,~~are ~~and~~unobservable ~~accrued~~inputs, ~~liabilities~~including ~~approximate their~~inputs ~~fair~~that ~~value due to their short maturities. The derivative liabilities~~ are ~~measured~~available atin ~~fair~~situations ~~value~~where ~~using~~there ~~quoted~~is ~~market~~little, ~~prices~~if ~~and estimated volatility factors~~any, ~~and~~market ~~are~~activity ~~classified~~for ~~within Level 3 of~~ the ~~valuation hierarchy.~~related ~~There~~asset ~~were~~or ~~no changes in the valuation techniques during the nine months ended September 30, 2009~~liability.

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

Liabilities measured at fair value on a recurring basis at March 31, 2010 are as follows:

			Fair Value Measurements at March 31, 2010
	Total carrying value at March 31, 2010		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative liability	$	552,332	$	-	$	-	$	552,332

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities consist of derivative liabilities associated with the 1,500,000 of warrants granted that contains a reset price provision, the embedded conversion option with respect to convertible notes payable, and the 12,083,392 of nonemployee warrants.

~~NOTE~~The 7following –table ~~RELATED~~provides ~~PARTY~~a ~~TRANSACTIONS~~summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the three months ended March 31, 2010.

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

	Warrants			Embedded conversion options		Total
Balance at January 1, 2010	$	229,635		$	-	$	229,635
Additions		722,586			200,000		922,586
Reductions		(599,889	)		-		(599,889	)
Transfer in and /or out of Level 3		-			-		-
Balance at March 31, 2010	$	352,332		$	200,000	$	552,332

~~On July~~The 17carrying ~~2009,~~amounts ~~the~~of ~~Company~~cash, ~~agreed~~accounts ~~to issue Freer 10~~payable,~~000,000~~ ~~shares~~and ofaccrued ~~Series~~liabilities ~~A preferred stock with each such share~~approximate ~~having~~their ~~twenty~~fair ~~votes~~value ondue ~~all matters brought~~ to atheir ~~shareholder~~short ~~vote~~maturities. ~~The issuance~~There ofwere ~~Series~~no Achanges in ~~preferred~~the ~~stock~~valuation istechniques ~~subject~~during ~~to Board approval and~~ the ~~authorization~~ ofthree amonths ~~sufficient~~ended ~~number~~March ~~of shares of Series A~~31, ~~preferred~~2010.

~~On August~~NOTE ~~19,~~6—NOTES 2009 the Company and Freer executed a twelve month agreement which limits Freer’s rights to vote shares of the Company’s Common Stock that he owns during this twelve month period to a level of 17% of the total votes cast on any matter brought to Company shareholders for a vote. On October 16, 2009, Freer created a limited liability company controlled by three individuals including Freer’s daughter. All shares of Company Common Stock owned by Freer were transferred to this limited liability company. Concurrent with the creation of this limited liability company, the August 19, 2009 agreement which limited Freer's right to vote shares was terminated.PAYABLE

On November 26, 2009, ~~Freer~~the Company entered into an unsecured note payable which matures on December 6, 2009, in the amount of $250,000 accruing interest at 10% per annum. The note balance at March 31, 2010 was $250,000. As ~~appointed~~of ~~President~~May ~~and~~17, a2010, ~~member~~this note is in default of the ~~Board~~applicable repayment provisions.

On ~~August~~ ~~29,~~December ~~2008~~21, ~~a $15~~2009,~~000~~ ~~loan from~~ the Company’s ~~then~~entered ~~sole~~into ~~director~~an ~~was~~unsecured ~~forgiven~~note payable which ~~without~~matured ~~interest~~on orJanuary ~~penalty~~20, 2010, in the amount of $50,000. The ~~This~~note balance ~~forgiven~~at ~~loan~~March 31, 2010 was ~~charged~~$50,000. At toMay ~~additional~~17, 2010, this ~~paid-~~note is in ~~capital~~default of the applicable repayment provisions.

~~During~~On ~~2008~~February 5, ~~Freer~~2010, ~~paid~~the Company entered into a short-term secured promissory note. Under the terms of this secured promissory note, the Company received $2150,~~025~~000. Interest accrues at an annual rate of 10% and the note is payable on demand. Security for this note includes a first priority interest in all of the Company’s ~~expenses~~assets owned on the date of the loan as well as all assets acquired while the loan is outstanding. OnThe ~~December~~principal balance of the note at March 31, ~~2008~~2010 was $150,000. At ~~this~~May 17, ~~amount~~2010, ~~was~~this ~~forgiven~~note ~~and~~is ~~charged~~in todefault ~~additional~~of ~~paid-in~~the ~~capital~~applicable repayment provisions.

OnNOTE ~~August~~7—CONVERTIBLE ~~24,~~NOTES 2009, the Company entered into revolving promissory note (“Promissory Note”) with a lender whose owners include an employee of the Company. Under the terms of the Promissory Note the maximum available advance shall not exceed $5 million, interest with an annual rate of 10% payable on demand. As of September 30, 2009, the Company had received advances under the Promissory Note totaling $1,299,849 and repaid $434,807. Subsequent to September 30, 2009, the Company received an additional $42,180 and repaid an additional $200,000. As of November 19, 2009, the amount due under this facility totaled $716,912. PAYABLE

~~NOTE~~On March 12, 2010, the 8Company –entered ~~LEGAL~~into ~~PROCEEDINGS~~a $75,000 short-term convertible promissory note which may be converted at any time prior to the maturity date at the option of the lender into the Company’s common stock based on a 40% discount to the weighted average price of the Company’s common stock for the three lowest closing share prices during the ten trading days prior to the conversion date. The gross proceeds from the note were recorded net of a discount of $50,000, related to the fair value of the embedded conversion option. The debt discount will be charged to interest expense ratably over the term of the convertible note. The note matures on June 23, 2010. Under accounting guidance provided by ASC 815, the conversion price of the loans did not have a determinable number of shares the loans could be settled in and as a result, have been presented as a derivative liability. Accordingly, the conversion option will be marked to market through earnings at the end of each reporting period.

~~From~~On ~~time~~March to23, ~~time~~2010, the Company isentered ~~involved~~into ina ~~routine litigation incidental to the normal course of business. While it is not feasible to predict or determine the final outcome of any known claims~~$150,000 ~~the~~short-term ~~Company~~convertible ~~believes the resolution of~~promissory ~~any~~note ofwith ~~these types of matters will not have~~ a ~~material~~stated ~~adverse~~interest ~~effect~~rate ~~on the Company’s financial position, results~~ of ~~operations~~10% orper ~~liquidity~~annum.

~~NOTE~~The note matures on June 923, –2010. ~~SUBSEQUENT~~At ~~EVENTS~~any time prior to the maturity date, the note can be converted at the option of the lender into the Company’s common stock at a price of $0.02 per share. If the lender demands repayment on the maturity date the conversion feature is terminated and the Company is obligated to pay the lender $200,000. In addition the lender was also granted a warrant to acquire 3,000,000 shares of the Company’s common stock at $0.10 per share for three years. The gross proceeds from the note were recorded net of a discount of $150,000, consisting of an allocation of the fair values attributed to the warrants and to the embedded conversion feature in accordance with ASC 815. The debt discount consisted of a $95,351 value related to the warrants and a value attributed to the embedded conversion feature of $150,000. The debt discount was first allocated to the embedded conversion feature based on its fair value. After reducing the gross proceeds by the value allocated to the embedded conversion feature, the remaining unallocated debt discount was allocated to the warrants. The excess of the fair value of the warrants above the debt discount allocated to the warrants was $95,351 and was recorded as a charge to operations partially offsetting the gain of derivative financial instruments. The note’s embedded conversion feature and warrants will be marked to market through earnings at the end of each reporting period.

OnNOTE ~~October~~8 ~~21,~~– ~~2009,~~RELATED ~~the~~PARTY Company executed a mutual general release agreement to cancel a consulting agreement dated February 17, 2009. As part of this release, the Company will be returned 4,500,000 of the 6,000,000 common shares originally issued as stock compensation on March 4, 2009.TRANSACTIONS

The Company has an unsecured revolving promissory note with a lender whose owners include a founder and shareholder of the Company. Interest will be accrued at an annual rate of 10% and will be payable on demand by the lender. For the three months ended March 31, 2010, the Company had received no new borrowings and made no payments under the unsecured promissory note. As of March 31, 2010, the amount due under this facility totaled $538,213.

The Company has a revolving promissory note with a founder and shareholder of the Company. For the three months ended March 31, 2010, the Company received no new borrowings and made no payments. The note has a stated interest rate of 10% and is payable on demand. As of March 31, 2010 the amount due under this facility totaled $111,518.

The Company has received borrowings from a company owned by two individuals, one being an officer and Director, and the other a founder and shareholder of the Company. For the three months ended March 31, 2010, the Company received advances of $128,900 and repaid $10,000. As of March 31, 2010, the total amount owed to this related party was $319,400.

On ~~November~~ 5March 2, ~~2009~~2010, the Company ~~settled~~received aan ~~claim~~advance ~~with~~totaling ~~a consultant and in exchange agreed to issue 4~~$83,000~~,000~~ ~~shares~~from ofa ~~common~~former ~~stock, which as~~ officer of the ~~filing~~Company. ~~date have~~Interest ~~not~~accrues ~~been~~at ~~issued. This~~an ~~claim~~annual ~~was~~rate ~~disputed~~of ~~but~~10% ~~accrued~~and ~~for~~the asnote ofis ~~September~~payable ~~30,~~on ~~2009~~demand. ~~The~~As ~~accompanying~~of ~~financial~~March ~~statements~~31, ~~include $1~~2010,~~480,000~~ inthe ~~accrued~~total ~~stock~~amount ~~compensation~~owed ~~and general and administrative expense~~to ~~which~~this ~~reflects~~related ~~the~~party ~~entire~~was ~~obligation associated with this claim~~$83,000.

OnNOTE ~~November~~9 ~~13, 2009 the Company created a new wholly~~-~~owned~~ ~~subsidiary,~~COMMITMENTS ~~GetFugu Research,~~AND Inc. and entered in to a merger agreement with IKDATA DE, Inc. (“IKDATA”) and its sole stockholder, Ivan Kozhuharov, our Chief Software Architect, pursuant to which the Company acquired IKDATA and its intellectual property in exchange for an agreement to issue Mr. Kozhuharov five million shares of the Company's common stock immediately and an additional five million shares in March 2010. Mr. Kozhuharov also entered in to an employee agreement and a six month non-competition agreement.CONTINGENCIES

A meeting of the Board of Directors (the “Board”) of the Company was held on October 19, 2009. At this meeting, the Board approved (i) the reincorporation of the Company from Nevada to Delaware, (ii) increasing the number of authorized shares of Common Stock from 500,000,000 to 750,000,000, (iii) issuing up to 200,000,000 shares of “blank check” preferred stock, and (iv) the creation of the 2009 Incentive Compensation Plan with a maximum of 250,000,000 shares of Common Stock to be issued with no more than 100,000,000 shares permitted to be issued in any fiscal year. All of the above noted items require shareholder approval. Accordingly, at this meeting, the Board approved the filing with the SEC of a written consent statement.Other

~~A meeting of the Board of the Company was held on November 2, 2009.~~ At ~~this~~March ~~meeting~~31, ~~the Board approved (i) the appointment of five new directors (ii) board compensation of $15~~2010,~~000~~ ~~per month for~~ the ~~chairman~~Company ~~and~~has ~~$10,000~~an aobligation ~~month~~totaling ~~for board members, and (iii) granted~~ $2,~~000~~047,~~000~~010 ~~options~~related to ~~each of the new directors at the~~unpaid ~~fair~~payroll ~~value~~tax, onincluding ~~the~~an ~~grant~~estimate ~~date~~ of ~~$.37~~penalties ~~per share~~ and ~~of which 333,333 options vest in six months and the remainder vests over a period of 3 years~~interest. The ~~fair~~Company ~~value~~has offiled the ~~10,000,000~~applicable ~~options~~payroll ~~using~~tax ~~Black-Scholes of $3,574,280 will be amortized over the 3 years~~returns.

~~A meeting~~The ofCompany ~~the~~has ~~Board~~not offiled ~~the~~either ~~Company~~federal ~~was~~or ~~held~~state onincome ~~November~~tax ~~13,~~returns ~~2009. At~~for ~~this meeting,~~ the ~~Board approved 5,400,000 options to its chief operating officer at~~years ~~$.40~~ended ~~per share of which 2~~2009,~~000,000~~ ~~options vest on January 10~~2008, ~~2010~~ and ~~the remainder vests over a period of 20 months~~2007. There ~~The~~are ~~fair~~no ~~value~~penalties ofor ~~the~~interest 5due,~~400,000~~ ~~options~~nor ~~using~~is ~~Black-Scholes~~a ofliability $1recorded,~~898,685~~ ~~will~~as bein ~~amortized~~all ~~over~~periods the 22Company ~~month~~reported ~~term of the contract~~losses.

Litigation

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

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

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

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

A demand for arbitration was filed on April 13, 2010, by six former employees and independent contractors, seeking unpaid wages and unspecified damages. At March 31, 2010, the Company had accrued $147,000 for all such wages.

NOTE 10 – SUBSEQUENT EVENTS

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

On May 14, 2010, the Company’s board of directors accepted the resignations of Michael Solomon from the positions of Chairman of the Board and Chief Executive Officer, Michael O’Connor as director, and Alan Bailey as director. The board appointed Richard Jenkins as a director and Chief Executive Officer and Vrajesh Chokshi as a director.

ITEM 2 . MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ~~RESULTS~~ RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, ~~2008~~ ~~(filed under our former name Madero~~2009, ~~Inc.)~~ and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our condensed consolidated financial statements and the notes to the condensed consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Form 10-Q, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended December 31, ~~2008~~2009 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

Overview

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

We currently have four products under development.

1. See It (ARL): “Vision recognition” This GetFugu application recognizes logos and products through any mobile phone camera. Consumers simply point their phone at a logo and retrieve content from the brand owner. 2. Say It (VRL): “Voice recognition” The consumer can simply speak into the phone to retrieve content. In addition to brand names, the consumer can say generic keywords such as “best pizza” or “ATM”. 3. Find It (GRL): “Location recognition” For local content, GetFugu is designed to work with the ~~GPS~~Global ~~systems~~Positioning inSystems ~~modern~~(“GPS”) in mobile phones. The application will return content, based on the proximity to the user. A keyword of “pizza” will return the ~~five~~ closest pizza parlors. Local businesses can pay for voice-activated key words to position themselves at the top of the search list within a geographic area. 4. Get it (Hot-Spotting): GetFugu provides advertisers with a way to monetize their marketing efforts through a mobile ecommerce tool called Hot-Spotting,. ~~which~~Hot-Spotting enables the consumer to purchase or retrieve information on any item featured in a video simply by touching itproducts as displayed on the screen. ~~This function is currently limited to touch-screen phones and selected Blackberry models.~~

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

Prior to the closing of the transactions referenced in the Stock Purchase Agreement, wethe ~~were~~Company was a development stage company in an unrelated industry. Through March 14, 2007, ~~our~~the Company’s activities had been limited to its formation, business planning and raising capital~~. Since~~, and since August 29, 2008, weinvolved ~~have~~in ~~been developing~~the development of next generation mobile search tools.

On January 23, 2009, the Company amended its Articles of Incorporation to increase the number of authorized common stock, par value $0.001 per share, from 75,000,000 to 500,000,000. On February 11, 2009, there was a forward split of common stock whereby each issued and outstanding share of common stock was split into 12 shares of common stock.

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

~~On January~~Effective 23April 9, 2009, we ~~amended~~entered into ~~our~~an ~~Articles~~Agreement offor ~~Incorporation~~the toAssignment ~~increase~~of Patent Rights (the “Assignment ~~number~~Agreement”) ofwith ~~authorized~~MARA ~~common~~Group ~~stock,~~Ltd. Pursuant ~~par~~to ~~value~~the ~~$0.001~~Assignment ~~per~~Agreement we ~~share,~~acquired eight patent applications (the “Patent Applications”) from ~~75,000,000~~MARA toGroup ~~500,000,000~~Ltd. On ~~February~~in ~~11,~~exchange ~~2009,~~for ~~there~~25 ~~was~~million ashares ~~forward split~~ of common stock ~~whereby~~of ~~every~~the Company. Prior ~~one~~to ~~issued~~the ~~and~~closing ~~outstanding~~of ~~share~~this oftransaction, ~~common~~MARA ~~stock~~Group ~~was~~Ltd. ~~automatically~~was ~~split~~deemed ~~into~~to 12be ~~shares~~an “affiliate”, as it owned more than ten (10%) percent of our outstanding common stock.

~~Effective~~On ~~March~~October 2519, 2009, the Company’s ~~Articles~~Board of ~~Incorporation~~Directors ~~were~~approved ~~amended~~(i) the reincorporation of the Company from Nevada to ~~change~~Delaware, (ii) increasing the number of authorized shares of common stock from 500,000,000 to 750,000,000, (iii) issuing up to 200,000,000 shares of “blank check” preferred stock, and (iv) the ~~name~~creation of the 2009 Incentive Compensation Plan with a maximum of 250,000,000 shares of common stock to ~~GetFugu~~be issued with no more than 100,000,000 shares ~~Inc~~permitted to be issued in any fiscal year. As of April 15, 2010, the Company had not formally adopted the Incentive Compensation Plan. All of the above noted items require shareholder approval. Accordingly, at this meeting, the Board approved the filing with the Securities and Exchange Commission (“SEC”) of a written consent statement. As of May 17, 2010 the Company has not filed its amended articles of incorporation with the appropriate regulatory bodies.

Effective April 9, 2009, we entered into an Agreement for the Assignment of Patent Rights (the “Assignment Agreement”) with MARA Group Ltd (“MARA”). Pursuant to the Assignment Agreement we acquired eight patent applications (the “Patent Applications”) from MARA in exchange for 25 million shares of common stock of the Company. Prior to the closing of this transaction MARA was deemed to be an “affiliate”, as Carl Freer (“Freer”), co-founder of the Company and sole owner of MARA owned, approximately 21% percent of the Company’s outstanding common stock. Subsequent to this transaction, Freer beneficially owned approximately 37.5% of the Company’s outstanding common stock. As of September 30, 2009, Freer beneficially owned approximately 5% of the Company’s outstanding commons stock.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates, which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. Our significant accounting policies are described in the notes to our annual consolidated financial statements included in Form 10-K for the year ended December 31, ~~2008~~2009.

Results of Operations for the Three Months Ended ~~September~~March 3031, ~~2009~~2010 compared to the Three Months Ended ~~September~~ 30March 31, ~~2008~~2009

~~There are no revenues for the three months ended September 30, 2009 and 2008.~~Revenues

~~Research~~Revenues ~~and development expenses~~ were ~~$807,054~~zero for the three months ended ~~September~~March 3031, ~~2009~~ ~~and~~2010 ~~$0 in 2008. The increase in expense is directly related to the development of software~~ and ~~cost to support our products under development. During~~ 2009, ~~research and development consisted of~~ ~~$483,916 in employee compensation, $50,319 for porting and information technology support costs, and $272,819 for third party consultants~~respectively.

~~General~~Cost ~~and administrative (“G&A”) expenses were $21,094,462 for the three months ended September 30, 2009 and $4,806 in 2008. The increase in expense is directly related to the establishment~~ of corporate offices, hiring of employees and consultants, expenses associated with the raising of capital, and marketing expense in anticipation of our product launch. In 2009, G&A consisted of $2,182,057 in employee compensation, $17,390,513 in professional services and consulting, $268,000 in board fees, $783,620 in sales and marketing expenses, $307,070 in travel and entertainment, and $163,202 in overhead and corporate cost. In 2008, G&A consisted solely of professional fees associated with compliance costs.Sales

~~During the~~Cost ~~three months ended September 30, 2009, G&A expenses consisted primarily~~ of sales ~~stock-based~~were ~~compensation,~~zero ~~which amounted to $18,734,175,~~ for the ~~issuance~~three ~~of shares,~~months ~~options~~ended ~~and~~March ~~warrants to employees~~31, ~~board~~2010 ~~members~~ and ~~various consultants. This consisted of $1~~2009,~~502,612 in stock-based~~ compensation to employees, $281,250 in stock-based compensation to the CEO, and $195,000 in stock-based compensation to the chairman of the board. Stock-based compensation associated with consulting and professional services amounted to $16,755,313, of which the Company recorded $9,040,313 and $640,000 in warrants and common stock, respectively, to its investment banker, $5,120,000 in stock for a contract settlement, $1,480,000 in stock for finders’ fees and commissions, $175,000 in stock for consultants assisting in investor relations, $175,000 in stock for financial consultations and $125,000 in stock for consulting services relating to mobile content. ~~There was no stock-based compensation in the 2008 comparable period.~~

~~Other~~Operating income and expenses were $75,882 for the three months ended September 30, 2009 and $15,000 in income in 2008. During the three months ended September 30, 2009, other expenses consisted of interest expense of $16,001, a marked to market adjustment of $59,881 related to the loss in fair value of the derivative financial instrument (see Financial Statement Note 6). No adjustment to the derivative financial instrument was required in 2008 in accordance with ASC 815-40. In 2008, other income consisted solely of a gain on forgiveness of debt from a shareholder.Expenses

Operating expenses totaled $9,784,420 and $8,123,100 for the three months ended March 31, 2010 and 2009, respectively. Following are the primary components of operating expenses:

Compensation and Related Benefits —Compensation and related benefits totaled $3,027,549 and $0 for the three months ended March 31, 2010 and 2009, respectively, of which $1,756,479 related to employees and $1,271,070 related to the Company’s Board of Directors. Included in the total expense for the three months ended March 31, 2010 and 2009, respectively, are $1,363,058 and $0 of non-cash expenses consisting of $240,538 associated with employee stock options, $381,450 associated with the issuance of the Company’s common stock to various employees, $546,070 and $0 associated with director stock options, and $195,000 and $0 associated with the amortization of the previous issuance of the Company’s common stock to the Company’s directors.

Legal and Professional Fees —Legal and professional fees totaled $3,500 and $236,850 for the three months ended March 31, 2010 and 2009, respectively. The amounts in 2009 related to legal efforts associated with compliance and other similar activities.

Marketing —Marketing expenses totaled $79,159 and $0 for the three months ended March 31, 2010 and 2009, respectively, primarily consisting of public relations related activities, development of the corporate website, media related activities, and development of the marketing campaign for the Company’s consumer launch.

Occupancy and Related Costs —Occupancy and related costs totaled $70,658 and $0 for the three months ended March 31, 2010 and 2009, respectively. Rent and related expense of the Company’s office in Los Angeles totaled $65,816.

Research and Development — Research and development expense relates to the development and purchase of existing in-process research and development of new products and processes including improvements to existing products. These costs are expensed as incurred and totaled $1,352,312 and $0 for the three months ended March 31, 2010 and 2009, respectively, which includes a charge of $1,212,800 related to in-process research and development.

~~Results~~Travel and ofEntertainment ~~Operations~~—Travel and entertainment expenses totaled $44,849 and $0 for the ~~Nine~~three ~~Months~~months ~~Ended~~ended ~~September~~March 3031, 2010 and 2009, ~~compared~~respectively. The majority toof ~~the~~such ~~Nine Months~~costs ~~Ended~~were ~~September~~travel, 30meals, ~~2008~~and lodging related to financing activities and similar costs related to consultants traveling to work in the Company’s offices.

~~There~~Consulting ~~are~~and Outside noServices ~~revenues~~—Consulting and outside services totaled $5,048,478 and $7,886,250 for the ~~nine~~three months ended ~~September~~March 3031, 2010 and 2009, respectively. Due to the liquidity issues related to a new venture, the Company utilized its common stock as a primary means of compensating consultants. The Company issued stock and ~~2008~~options resulting in non-cash expenses of $4,715,181 and $7,886,250 for the three months ended March 31, 2010 and 2009, respectively. In addition, the Company contracted with specialized developers and contractors on an as needed basis to assist in the development of the Company’s mobile search technology.

~~Research~~Office and ~~development expenses were~~Other ~~$1,422,679~~Expenses ~~for~~—Office ~~the~~and ~~nine~~other ~~months~~expenses ~~ended~~totaled ~~September 30~~$116,232 ~~2009,~~ and $0 ~~in 2008. The~~for ~~increase in expense is directly related to~~ the ~~development~~three ofmonths ~~software~~ended ~~and~~March ~~cost~~31, to2010 ~~support~~and ~~our~~2009, ~~products platform~~respectively. ~~During~~These ~~2009,~~expenses ~~research~~included postage and ~~development~~delivery ~~consisted~~charges, oftelephone, ~~$641~~Internet services,~~637~~ instock transfer ~~employee~~agent ~~compensation~~fees, ~~$263,680~~ inclosing ~~stock~~down ~~option~~and ~~employee~~relocation ~~compensation,~~of ~~$220,022~~the ~~for~~San ~~porting~~Francisco ~~and~~office to ~~information~~Los ~~technology~~Angeles, ~~support costs~~insurance, and ~~$297,340~~other ~~for~~miscellaneous ~~third~~office ~~party~~related ~~consultants~~expenses.

~~General~~Depreciation ~~and~~—Depreciation ~~administrative~~expense ~~(“G&A”) expenses were $33,773,185~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 and 2009, totaled $1741,~~808~~483 inand ~~2008~~$0, respectively. The ~~increase~~Company ~~in expense~~began ~~is directly related to the establishment of corporate offices, hiring of~~depreciating ~~employees~~computer and ~~consultants,~~other ~~expenses~~fixed ~~associated~~assets ~~with~~beginning the ~~raising~~month offollowing ~~capital,~~the ~~and marketing~~quarter ~~expense~~ in which ~~anticipation~~the ofassets ~~our~~were ~~product launch~~acquired. ~~G&A expenses~~The ~~included~~primary ~~$3,081,210~~fixed inassets ~~employee compensation, $27,144,624 in~~are ~~professional~~computers ~~services~~ and ~~consulting,~~related ~~$2,003,000~~equipment inwhich ~~board~~are ~~fees,~~being ~~$828,442~~depreciated ~~in sales~~over ~~and~~3 ~~marketing,~~years ~~$436,482~~on ~~in travel and entertainment and $279,427 in~~a ~~overhead~~straight-line ~~and corporate cost~~basis. ~~In 2008, SG&A consisted solely of professional fees associated with compliance costs.~~

During the nine months ended September 30, 2009, G&A expenses consisted primarily of stock-based compensation, which amounted to $30,206,008, for the issuance of shares, options and warrants to employees, board members and various consultants. This consisted of $1,502,612 in stock-based compensation to employees, $1,062,500 in stock-based compensation to the CEO, and $1,885,000 in stock-based compensation to the chairman of the board. Stock-based compensation associated with consulting and professional services amounted to $25,755,896, of which the Company recorded $9,040,313 and $3,640,000 in warrants and common stock, respectively, to its investment bankers, $5,120,000 in stock for a contract settlement, $1,636,000 in stock for finders’ fees and commissions, $2,050,000 in stock for consultants assisting in investor relations, $936,250 in stock for financial consultations and $3,333,333 in stock for consulting services relating to mobile content. There was no stock-based compensation in the 2008 comparable period.

Other income and expenses were $76,207 for the nine months ended September 30, 2009 and $15,000 in income in 2008. During the nine months ended September 30, 2009, other expenses consisted of interest expense of $16,326, a marked to market adjustment of $59,881 related to the loss in fair value of the derivative financial instrument (see Financial Statement Note 6). No adjustment to the derivative financial instrument was required in 2008 in accordance with ASC 815-40. In 2008, other income consisted solely of a gain on forgiveness of debt from a shareholder.

~~Liquidity~~Other ~~and~~Income ~~Capital Resources~~(Expense)

~~Net cash used in operating~~Interest ~~activities~~Expense—Interest ~~totaled~~expense ~~$3,286,809 and $2,808~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~ ~~and~~2010 ~~2008, respectively. The net loss for the nine months ended~~and ~~September 30~~2009, ~~2009 and 2008~~ totaled $3563,~~272,071~~479 and $20,~~808,~~ respectively. Adjustments during the nine months ended September 30, 2009, which reconcile net loss to net cash used in operating activities, included stock based compensation related to stock based compensation expense of $27,841,355 and an accrual for future issuances of equity instruments for services of $2,628,333.

~~Net~~Gain ~~cash~~on ~~used~~Derivative inFinancial Instrument ~~investing~~—The ~~activities~~gain on derivative financial instrument totaled $599,889 and $0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009, respectively. Financial ~~totaled~~instruments ~~$239,126~~which ~~and~~do $0not have fixed settlement provisions are deemed to be derivative instruments. The warrants issued with the Company’s September 18, 2009 common stock financing did not have fixed settlement provisions because ~~respectively~~the ~~all~~exercise ofprice ~~which~~may be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the warrant holders from the potential dilution associated with future financings. In accordance with ASC 815-40, the warrants ~~purchase~~were recognized as a derivative instrument. In addition, the conversion price of ~~property~~a short-term note payable did not have a determinable number of shares the loans could be settled into and as a result this and an additional convertible note ~~equipment~~payable, together with non-employee warrants have been presented as a derivative liability. Accordingly, the conversion options of these notes and embedded conversion features of non-employee warrants will be marked to market through earnings at the end of each reporting period.

~~Net cash~~Going ~~provided by financing activities totaled $4~~Concern,~~207,542~~ ~~and~~Liquidity ~~$0 for the nine months ended September 30, 2009~~ and ~~2008,~~Financial respectively. During the nine months ended September 30, 2009, we raised cash proceeds totaling $1,300,000 (net of $200,000 of legal and other costs) through a private placement. The proceeds were recorded as accrued stock issuance payable, as the shares have not been issued as of the filing date. We also raised $1,540,000 (net of $210,000 of costs) through another private placement in which the proceeds were recorded as shares subscribed as of September 30, 2009. The shares were issued on November 5, 2009. During the nine months ended September 30, 2009, we sold an aggregate of 1,005,000 shares of common stock and received gross proceeds of $502,500. During the nine months ended September 30, 2009, we also received $1,299,849 as proceeds from a related party and repaid $434,807.Condition

WeThe Company incurred ~~losses~~a ~~from~~net ~~operations~~loss of approximately $~~35,272,071~~9.3 ~~for~~million ~~the~~and ~~nine~~$8.1 ~~months~~million ~~ending~~for ~~September~~the ~~30,~~three ~~2009~~months ~~and~~ended ~~had~~March an31, ~~accumulated~~2010 ~~deficit~~and ~~of $35~~2009,~~320,321~~ asrespectively. ofAs ~~September~~of 30March 31, ~~2009. We~~2010, ~~had~~the ~~cash~~Company’s ~~totaling~~accumulated ~~$681,607~~deficit asfrom ofinception ~~September 30,~~amounted ~~2009. As~~to aapproximately ~~result~~$62.1 ofmillion ~~our~~and ~~liquidity~~the ~~position,~~Company’s weworking ~~have~~capital ~~delayed payment~~deficit ofamounted ~~accounts~~to ~~payable~~approximately ~~and~~$9.7 ~~accrued expenses~~million. ~~Unless~~ During wethe ~~obtain~~three ~~additional~~months ended ~~capital~~March 31, ~~loans~~2010, ornet ~~sell~~cash orused ~~license~~in ~~assets,~~operating weactivities ~~may~~amounted beto ~~required~~approximately $546,000. toDuring ~~seek~~the ~~to reorganize~~three ~~our~~months ~~business~~ended orMarch ~~discontinue~~31, ~~operations~~2010, ~~and~~cash ~~liquidate~~provided ~~our~~by ~~assets. There~~financing ~~can~~activities beamounted noto ~~assurance~~$562,000. ~~that~~As weof ~~will~~March be31, ~~able~~2010, tothe ~~secure~~Company’s ~~sufficient~~cash ~~financing~~position onwas ~~terms~~$15,890. ~~acceptable~~Subsequent to ~~us.~~March If31, ~~additional~~2010, ~~funds~~the ~~are~~Company raised ~~through~~additional ~~the~~operating ~~issuance~~capital of ~~equity~~approximately ~~securities~~$100,000, ~~the~~by ~~percentage~~entering ~~ownership of our~~into ~~current~~short-term ~~stockholders~~debt isfinancing ~~likely to or will be reduced~~arrangements.

~~Doubt~~The Company ~~About~~needs ~~Our~~to ~~Ability~~raise Toadditional ~~Continue~~capital from external sources in order to Assustain ~~Going~~its ~~Concern~~operations while continuing the longer term efforts contemplated under its business plan. The Company expects to continue incurring losses for the foreseeable future and must raise additional capital to pursue its product development initiatives, to penetrate markets for the sale of its products and to continue as a going concern. The Company cannot provide any assurance that it will raise additional capital. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives, modify its existing business plan and take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company’s efforts to commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

The accompanying financial statements have been prepared on the basis that we will continue as a going concern. We have financed our operations since inception primarily through the sale of shares of our stock and convertible notes. We have incurred significant operating losses and negative cash flows from operating activities since our inception. As of September 30, 2009 and the date of filing this report, these conditions raised substantial doubt as to our ability to continue as a going concern.

We will need to immediately raise additional capital in order to avoid curtailing or substantially reducing operations.

As of the filing of this report, we have extremely limited cash availability of less than $50,000. We incur expenses in the range of approximately $500,000 to $600,000 per month. We expect to incur operating losses and negative cash flows until after we generate significant revenue from the successful consumer launch of our application. Our ability to execute on our business plan is dependent upon our ability to fund operations, develop and market our products, and, ultimately, to generate revenue.

There can be no assurance that we will be successful in our efforts to generate, increase, or maintain revenue, or to raise necessary short and long-term additional capital on terms acceptable to us, or at all, or that we will be able to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability of the carrying amount of the recorded assets or the amount of liabilities that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Safe Harbor

The discussions of the results of operations and financial condition of the Company should be read in conjunction with the financial statements and notes pertaining to them that appear elsewhere in this Form 10-Q. Statements made in this Form 10-Q that are not historical or current facts are "forward- looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. The Company intends that such forward-looking statements be subject to the safe harbors for such statements. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond the control of the Company that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. These factors include adverse economic conditions, risks of foreign operation, entry of new and stronger competitors, inadequate capital and unexpected costs. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

WeEvaluation ~~maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act~~ of ~~1934,~~Disclosure asControls ~~amended, is recorded, processed, summarized~~ and ~~reported~~ within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud within the company have been detected.Procedures

AsOur chief executive officer and Principal Financial and ~~required~~Accounting byOfficer ~~Securities~~has reviewed and ~~Exchange~~evaluated ~~Commission~~the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(be), weand ~~carried out an~~Rule ~~evaluation,~~15d-15(e) ~~under~~of the ~~supervision~~Securities ~~and~~Exchange ~~with~~Act ~~the~~of ~~participation~~1934), as of ~~the~~March ~~Company’s management~~31, 2010. Based ~~including~~on ~~our~~such ~~Principal~~review ~~Executive~~and ~~Officer~~evaluation, ~~and~~our ~~Principal~~chief ~~Financial~~executive ~~Officer,~~officer ofand ~~the~~chief ~~effectiveness~~financial ofofficer ~~the~~have ~~design~~concluded ~~and~~that, ~~operation~~as of March 31, 2010, our disclosure controls and procedures ~~and~~were not ~~whether~~effective ~~there~~to ~~has~~ensure ~~been~~that information ~~any~~required ~~change~~to be disclosed by us in ~~our~~the ~~controls~~reports that we file or submit to the Securities and ~~procedures~~Exchange asCommission ofpursuant to the ~~end~~reporting obligations of the ~~quarter~~Exchange ~~covered~~Act, byincluding this Quarterly Report~~. Based~~ on ~~this~~Form ~~evaluation~~10-Q, ~~our~~is ~~Principal~~recorded, processed, ~~Executive~~summarized ~~Officer~~and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures ~~Principal~~include, ~~Financial~~without ~~Officer~~limitation, ~~concluded~~controls and procedures designed to ensure that information required to be disclosed by an issuer in the ~~Company~~reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s ~~disclosure~~management, ~~controls~~including its principal executive and principal financial ~~procedures~~officers, ~~were~~or ~~not~~persons ~~effective~~performing similar functions, as ofappropriate ~~that~~to ~~date~~allow timely decisions regarding required disclosure.

~~Due~~A tocontrol ~~the~~system, ~~small~~no ~~size~~matter ofhow ~~the~~well ~~operations,~~conceived weand ~~have~~operated, ~~limited~~can ~~personnel~~provide ~~and~~only ~~therefore~~reasonable, ~~segregation~~not absolute, assurance that the objectives of ~~duties~~the iscontrol ~~limited~~system are met. AsThe ~~our~~design ~~operations~~of ~~expand~~any system of controls also is based in part on certain assumptions regarding the likelihood of future events, and there can be ~~additional~~no ~~personnel~~assurance that any design will besucceed ~~employed~~in ~~and~~achieving ~~respective~~its ~~controls~~stated goals under all potential future conditions. Given these and ~~procedures~~other inherent limitations of control systems, there is only reasonable assurance that our controls will besucceed ~~enhanced~~in achieving their stated goals under all potential future conditions.

~~There was~~As noreported ~~change~~ in our ~~internal~~Annual ~~control~~Report ~~over financial reporting identified~~ in ~~connection~~ ~~with~~Form ~~the evaluation required by paragraph (d) of Rule 13a~~10-15K ~~or 15d-15~~for ~~under the Securities Exchange Act of 1934 that occurred during~~ our ~~most recent~~ fiscal ~~quarter~~year ~~that~~ended ~~has materially affected~~December 31, ~~or is reasonably likely to materially affect~~2009, our ~~internal~~management ~~control~~identified ~~over~~material ~~financial~~weaknesses ~~reporting.~~in ~~This Form 10-Q does not include an attestation report of the Company’s registered public accounting firm regarding~~ internal ~~control~~ controls over financial reporting~~. Management’s~~ ~~report~~as ~~was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules~~ of ~~the~~December ~~Securities~~31, ~~Exchange Commission~~2009 ~~that~~and ~~permit~~March ~~the~~31, ~~Company~~2010 ~~to provide only management’s report in this~~as ~~Form 10-Q.~~follows:

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

There was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 5. Other Information

~~Donald A~~5. Kurz was appointed to our board of directors on November 2, 2009. Mr. Kurz, age 54, has over 25 years experience in strategy, finance, marketing and public company leadership. Mr. Kurz serves as CEO of Artemis Capital Partners, LLC, an innovative hedge fund he co-founded in 2006. He founded management consulting firm Insight Creative Solutions Inc. in 2005. From 1990 to April 2005, Mr. Kurz was employed by EMAK Worldwide, Inc. 02(~~formerly Equity Marketing~~b)~~, a~~ ~~NASDAQ~~Departure company providing Fortune 1000 clients with integrated marketing solutions, where he served as Chairman, President and CEO for his last six years. Mr. Kurz spent a decade as a management consultant with Coopers and Lybrand (now PriceWaterhouseCoopers), Cresap McCormick and Paget/Towers Perrin, where he was elected a Senior Partner and managed the New York office. He sits on the Finance Committee of ~~the~~Directors ~~Board of Trustees of The Johns Hopkins University, and has served as adjunct professor~~ or ~~guest~~Principal ~~lecturer at Johns~~Officers; ~~Hopkins,~~Election ~~Columbia University, Andersen School~~ of ~~Management~~Directors; atAppointment ~~UCLA and the Young Presidents Organization. Mr. Kurz received a Bachelor~~ of ~~Arts~~Principal ~~from the Johns Hopkins University and a Master of Business Administration from Columbia University Graduate School of Business~~Officers.

Item 6. Exhibits and Reports on Form 8-K

Exhibits

(a) Exhibit 31. Certifications required by Rule 13a-14(a) or Rule 15d- 14(a)

31.1 and 32.2 Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(b) Exhibit 32. Certifications required by Rule 13a-14(b) or Rule 15d- 14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

32.1 and 32.2 Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

None

SIGNATURES

In accordance with the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ ~~BERNARD~~Richard ~~STOLAR~~Jenkins Principal Executive Officer and Principal Financial Officer Date: ~~November~~May 2317, ~~2009~~2010

EXHIBIT INDEX

Exhibit		Description

31		Certification of Chief Executive Officer, and Principal Financial Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of the Company’s Principal Executive Officer, and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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