UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2007~~2008

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

For the transition period from ________ to ________

Commission file number: 000-20675

~~(Exact name~~My ofScreen ~~small~~Mobile, ~~business issuer as specified in its charter)~~Inc.

(Exact name of issuer as specified in its charter)

Delaware	23-2932617
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

70 Yorkville Ave, Suite 300, Toronto, ONT, Canada M5R 1B9

(Address of principal executive offices)

866-936-8333

(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

~~last~~Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required ~~report~~to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

~~Check whether~~Indicate ~~the~~by ~~issuer~~check ~~(1)~~mark ~~has~~whether ~~filed~~the ~~all~~registrant ~~reports~~is ~~required~~a tolarge beaccelerated ~~filed~~filer, ~~by Section~~a 13non-accelerated orfiler, ~~15(d) of the Securities Exchange Act during the past 12 months (~~or ~~for~~a ~~such~~smaller ~~shorter~~reporting ~~period~~company, ~~that~~See the ~~registrant~~definition ~~was~~of ~~required to~~"large ~~file~~accelerated ~~such reports)~~filer, ~~and~~" ~~(2)~~"accelerated ~~has~~filer" ~~been~~and ~~subject~~"smaller toreporting ~~such~~company" ~~filing requirements~~in ~~for~~Rule 12b-2 of the ~~past~~Exchange ~~90 days~~Act. ~~Yes o No x~~

~~Indicate by~~Large ~~check mark whether the registrant is a large~~ accelerated filer, ~~an accelerated~~o Accelerated filer, ao ~~non~~Non-accelerated filer, oro aSmaller ~~smaller~~ reporting ~~company. See~~ ~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting~~ company” ~~in Rule 12b-2 of the Exchange Act.~~x

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~whether ~~filer~~the oregistrant ~~Non-accelerated~~is ~~filer~~a oshell company (Doas ~~not~~defined ~~check~~in ifRule a12b-2 ~~smaller~~of ~~reporting~~the ~~company~~Exchange Act). ~~Smaller~~Yes ~~reporting~~o ~~company~~No x

The number of shares of the registrant's common stock, outstanding as of ~~March~~November 117, 2009 was ~~131~~134,~~695~~044,~~637~~050, and there were ~~230~~260 stockholders of record.

Transitional Small Business Disclosure Format (Check one): Yes o No x

My Screen Mobile, Inc.

Index to Form 10-Q

		Page
PART I	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheet – As of September 30, 2007	3
	Condensed Consolidated Balance Sheet – As of June 30, 2008	3
	Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2007 and 2006	4
	Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2008 and 2007	4
	Condensed Consolidated Statements of Cash Flows - Three and Nine Months Ended September 30, 2007 and 2006	5
	Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2008 and 2007	5
	Notes to Condensed Consolidated Financial Statements	67
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1115
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1418
Item 4.	Controls and Procedures	1418
PART II	OTHER INFORMATION	1519
Item 1.	Legal Proceedings	15
Item 1A.	Legal Proceedings	19
Item 1A.	Risk Factors	15
Item 1B.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2126
Item 3.	Defaults Upon Senior Securities	2126
Item 4.	Submission of Matters to a Vote of Security Holders	2126
Item 5.	Other Information	2127
Item 6.	Exhibits	2227
SIGNATURES		2227

PART I FINANCIAL INFORMATION

Item 1.

Financial Statements

MY SCREEN MOBILE, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS AT SEPTEMBER 30, 2007
AS AT JUNE 30, 2008
(UNAUDITED)
ASSETS
	September 30			December 31.
	June 30			December 31.
	2007			2006
	2008			2007
	(UNAUDITED)			(AUDITED)
	$			$
CURRENT ASSETS:
Cash		-4,003,598			-244
Accounts receivable		-			-
Restricted cash		3,000,000
Other		-			-
Prepaid expenses		5,817,690			-
		-			-
TOTAL CURRENT ASSETS		12,821,288			244
Property and equipment (net)		55129,~~644~~877			-95,301
TOTAL ASSETS		5512,~~644~~951,165			-95,545
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		246
Accrued expenses		20,446			293,085
Convertible debenture payable		~~581,500~~-			-431,500
Advances from related party		~~11,633~~-			149,373
Accrued liabilities		-			100,000
TOTAL CURRENT LIABILITIES		20,446			873,958
TOTAL CURRENT LIABILITIES		593,379			100,000
TOTAL LIABILITIES		20,446			873,958
TOTAL LIABILITIES		593,379			100,000
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' DEFICIT
Common stock: $.001 par value;
200,000,000 shares authorized; 106,235,047 shares issued and outstanding at September 30, 2007;
200,000,000 shares authorized;
369,047 shares issued and outstanding at December 31, 2006		106,235			369
125,922,098 and 106,868,193 shares issued and outstanding
Additional paid-in capital		5,549,542			2,947,781
at June 30,2008 and December 31, 2007 , respectively		125,921			106,868
Deficit accumulated during development stage		(6,193,512	)		(3,048,150	)
Additional paid-in capital		53,174,960			7,202,851
TOTAL STOCKHOLDERS' EQUITY		(537,735	)		(100,000	)
Deficit accumulated during development stage		(40,370,162	)		(8,088,132	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		55,644			-
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		12,930,719			(778,413	)
( THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		12,951,165			95,545
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS)

MY SCREEN MOBILE, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	FOR THE THREE MONTHS ENDED,						FOR THE ~~NINE~~SIX MONTHS ENDED,						FOR THE PERIOD FROM ~~January 10, 1996~~
	September 30			September 30			September 30			September 30			(INCEPTION)
	June 30			June 30			June 30			June 30			January 10, 1996 (INCEPTION)
	2007			2006			2007			2006			To September 30, 2007
	2008			2007			2008			2007			To June 30, 2008
	$			$			$			$			$
REVENUE
Net sales		-			-			-			-			563,382
Cost of goods sold		-			-			-			-			516,031
Gross Profit		-			-			-			-			47,351
EXPENSES
Programming		~~614~~517,~~875~~440			-815,150			1,~~430~~121,~~025~~481			-815,150			13,~~430~~428,~~025~~558
Advertising and promotion		2866,~~205~~186			-4,728			32103,~~933~~566			-4,728			32156,~~933~~701
Consulting		1,047,917			-			1,092,517			-			1,092,517
Consulting and salaries		27,924,516			44,600			30,524,296			44,600			32,503,517
General, selling and administrative expenses		54231,~~157~~988			-			54288,~~157~~334			-			3,~~149~~377,~~658~~960
Legal and Audit		60,242			-			64,970			-			64,970
Depreciation		15,061			-			25,179			-			155,439
Bank Charges		93			-			445			-			445
Travel and entertainment		27,751			-			53,381			-			81,295
Total Operating Expense		1,805,489			-			2,675,047			-			5,770,548
Legal and Audit		55,885			4,728			55,885			4,728			120,855
OPERATING LOSS		(1,805,489	)					(2,675,047	)					(5,723,197	)
Foreign currency translation loss		12,162						10,632						10,632
Impairment loss on intellectual property intangible asset					10,000						10,000			10,000
Bank Charges		347			352			458			352			1,252
Other operating expenses					-						-			-
Total Operating Expense		28,851,336			879,558			32,183,212			879,558			39,846,209
OPERATING LOSS		(28,851,336	)		(879,558	)		(32,183,212	)		(879,558	)		(39,798,858	)
OTHER INCOME (EXPENSE)
Interest expense		~~(300,315~~-	)		(160,000	)		(~~460~~99,~~315~~524	)		(160,000	)		(~~460~~572,~~315~~010	)
Impairment loss on intellectual property intangible asset		-						(10,000	)					(10,000	)
Interest income		706			-			706			-			706
Total other expense		~~(300,315~~706	)		(160,000	)		(~~470~~98,~~315~~818	)		(160,000	)		(~~470~~571,~~315~~304	)
Loss before income taxes		(228,~~105~~850,~~804~~630	)		-(1,039,558	)		(332,~~145~~282,~~362~~030	)		-(1,039,558	)		(640,~~193~~370,~~512~~162	)
Provision for income taxes		-			-			-			-			-
Loss after income taxes		(2,105,804	)		-			(3,145,362	)		-			(6,193,512	)
Net (loss)		(28,850,630	)		(1,039,558	)		(32,282,030	)		(1,039,558	)		(40,370,162	)
NET LOSS PER COMMON SHARE -
- BASIC AND DILUTED		(0.02	)		0.00			(0.06	)		0.00
- BASIC AND FULLY DILUTED		(0.26	)		(0.02	)		(0.29	)		(0.02	)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC AND DILUTED		106,016,714			36,905			53,355,698			36,905
- BASIC AND FULLY DILUTED		111,804,054			52,898,380			110,021,691			52,898,380
( THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
( THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS)

MY SCREEN MOBILE, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	FOR THE NINE MONTHS ENDING,						FOR THE PERIOD FROM January 10, 1996
	FOR THE SIX MONTHS ENDED,						FOR THE PERIOD FROM
	September 30			September 30			(INCEPTION)
	June 30			June 30			January 10, 1996 (INCEPTION)
	2007			2006			To September 30, 2007
	2008			2007			To June 30, 2008
	$			$			$
Cash flows provided by (used for) operating activities:
Net loss		(332,~~145~~282,~~362~~030	)		-(1,039,558	)		(640,~~193~~370,~~512~~162	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Common stock issued for services		~~803~~6,~~700~~166,122			-44,600			~~803~~7,~~700~~619,822
Convertible debenture beneficial conversion interest		460,315						460,315
Stock purchase warrants issued for services		28,577,291						29,764,845
Warrants issued for consulting expense		333,612						333,612
Convertible debenture beneficial conversion interest		91,249			160,000			551,564
Bad debt expense		-			-			28,770
Depreciation and amortization		-			-			95,379
Depreciation		25,179			-			155,439
Impairment loss on intellectual property		~~10,000~~-			10,000			10,000
Discount for warrant valuation		-			-			244,802
		-			-
Changes in operating assets and liabilities:		-			-
(Increase) decrease in accounts receivable		-			-			(22,274	)
(Increase) decrease in inventory		-			-			(216,867	)
(Increase) decrease in prepaid expenses and other assets		-			-			7,666
(Increase) decrease in prepaid expenses		(5,817,690	)		-			(5,810,024	)
Advances from related party		11,879						11,879
( Decrease ) Increases in accounts payable and accrued expenses:		-			-
( Decrease ) Increases in accounts payable and accrued expenses:		-						-
Prepetition		-			-			(59,032	)
Postpetition		-(272,639	)		-			~~714~~734,~~252~~698
Decrease in settlement receivable		-			-			362,694
Advances from related party		(149,373	)		8,138			-
( Decrease ) in fees payable		-			-			(75,000	)
Net cash ( used in ) provided by operating activities		(13,~~525~~661,~~856~~891	)		-(816,820	)		(37,~~493~~080,~~616~~725	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Payment of debt		-			-			(118,623	)
Loans made to stockholders		-			-			(100,000	)
Purchase of property and equipment		(5559,~~644~~755	)		-(2,347	)		(~~228~~362,~~045~~338	)
Net cash ( used in ) provided by investing activities		(5559,~~644~~755	)		-(2,347	)		(~~446~~580,~~668~~961	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock		110,~~000~~325,000			-1,000,000			111,~~000~~325,000
Proceeds from convertible debt borrowing		~~581~~400,~~500~~000			184,000			~~581~~981,500
Sale of preferred stock		-			-			3,500,000
Proceeds from short term borrowing		-			-			1,615,000
Payment of offering costs for sale of preferred stock		-			-			(500,000	)
Payment of offering costs for sale of Senior Notes		-			-			(290,715	)
Payment of prepetition liabilities		-			-			(1,781,737	)
Loans repaid to stockholder		-			-			(183,764	)
Net cash ( used in ) provided by financing activities		110,~~581~~725,~~500~~000			-1,184,000			314,~~940~~665,284
NET ( DECREASE ) INCREASE IN CASH AND CASH EQUIVALENTS		-			-			-
CASH AND CASH EQUIVALENTS:
- beginning of period		-			-			-
CASH AND CASH EQUIVALENTS:
- end of period		-			-			-
SUPPLEMENTAL disclosure of CASH FLOW INFORMATION:
Cash paid during the year
Interest paid		-			-			10,668
Income taxes paid		-			-			-
Non cash financing activities:
Common stock issued for intellectual property		10,000						10,000
Issuance of common stock to settle accrued liabilities		100,000			-			100,000
( THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)

CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

NET ( DECREASE ) INCREASE IN CASH AND CASH EQUIVALENTS	7,003,354	364,833	7,003,598

CASH AND CASH EQUIVALENTS:
- beginning of period	244	-	-

CASH AND CASH EQUIVALENTS:
- end of period	7,003,598	364,833	7,003,598

SUPPLEMENTAL disclosure of CASH FLOW INFORMATION:
Cash paid during the year

Interest paid	-	-	10,668

Income taxes paid	-	-	-

Non cash financing activities:
Common stock issued for intellectual property		10,000	10,000
Issuance of common stock to settle accrued liabilities		100,000	100,000
Common stock issued for conversion of debenture	831,500	150,000	981,500
Cancelation of common stock	418,831		418,831

( THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS)

MY SCREEN MOBILE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ JUNE 30, ~~2007~~ 2008

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization and Nature of Operations

My Screen Mobile, Inc. (the "Company"), is organized for the purpose of developing or acquiring the expertise to produce computer software to be compatible with mobile phone technology. From 1996 until 2006, the Company was named Nouveau International, Inc. and experienced a period of dormancy, during which several ~~reorganizations~~ reorganizations were attempted, but never completed. On April 19, 2007 the Company filed a Certificate of Amendment with the state of Delaware and changed its legal name and management was established with the above purposes planned.

The Company is a Development Stage Company ~~under~~and follows the provisions of the Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") NO. 7, where applicable. The Company was incorporated under the laws of the state of Delaware on January 10, 1996. The Company acquired 2089207 Ontario Inc. which operates as MyScreen Mobile in Canada on April 2, 2007.

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars.

The accompanying unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and ~~Item~~ ~~310(b)~~Article 8 of Regulation S-BX. ~~Certain~~They do not include all information and ~~disclosures~~notes ~~normally~~required by generally ~~included~~accepted inaccounting principles for complete financial statements. ~~prepared~~However, inexcept ~~accordance~~as ~~with~~disclosed ~~accounting principles~~herein, ~~generally~~there ~~accepted~~has inbeen ~~the~~no ~~United~~material ~~States~~change ofin ~~America~~the ~~have~~information ~~been condensed~~disclosed orin ~~omitted~~the ~~pursuant~~notes to ~~such~~financial ~~rules and~~statements ~~regulations,~~included ~~although MyScreen~~in ~~believes that~~ the ~~following~~10 ~~disclosures~~KSB ~~are~~report ~~adequate~~for tothe ~~make~~year ~~the information~~ended ~~presented~~December ~~not~~31, ~~misleading~~2007. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods ~~presented~~ have been made and are of a normal, recurring nature. Operating results for the three ~~and nine~~ months ended ~~September~~June 30, ~~2007~~ are not necessarily indicative of the results that may be expected for any interim period or the entire year. For further information, these financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, ~~2006~~2007 included in the Company’s 10KSB report.

Basis of Presentation

These consolidated financial statements ~~and~~include ~~related~~the ~~notes~~accounts ~~are~~My ~~presented~~Screen inMobile, ~~accordance~~Inc. and its wholly-owned subsidiary 2089207, with ~~accounting~~ ~~principles~~all ~~generally~~inter-company ~~accepted~~transactions inand ~~the~~balances ~~United~~having ~~States~~been eliminated.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity or remaining maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash must be used to fund certain technical expenditures.

~~Property and Equipment~~7

Property and equipment are stated at cost, less accumulated depreciation. No amortization is provided for construction in progress until the assets are ready for their intended use. Repairs and maintenance expenditures are charged to operating expense as incurred. Repairs and maintenance expenditures are charged to operating expense as incurred. Depreciation is calculated on a straight line basis over the expected useful life as follows:

Computer equipment and software	3 years
Office furniture and equipment	5 years
Leasehold improvements	term of the lease

Fair Value of Financial Instruments

The Company’s financial instruments include cash and accrued liabilities. The fair value of these financial instruments approximates their carrying values due to their short maturities.

MY SCREEN MOBILE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ JUNE 30, ~~2007~~2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Property and Equipment

Property, plant, and equipment are stated at cost less accumulated depreciation. No amortization is provided for construction in progress until the assets are ready for their intended use. Repairs and maintenance expenditures are charged to operating expense as incurred. Depreciation is calculated on a straight line basis over the expected useful life as follows:

Computer equipment and software	3 years
Office furniture and equipment	5 years
Leasehold improvements	term of the lease

Fair Value of Financial Instruments

The Company’s financial instruments include cash, prepaid expenses, accrued expenses, and advances from related party. The fair value of these financial instruments approximates their carrying values due to their short maturities.

Accounting Estimates

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

Revenue Recognition

Revenue is recognized when goods are shipped.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 Foreign Currency Translation, using the exchange rate prevailing at the balance sheet date. Historical cost balances are remeasured using historical exchange rates. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes

Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit ~~carryforwards~~carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

~~Basic and Diluted Net (Loss) Per Common Share (“EPS”)~~8

Basic net (loss) per share is computed by dividing the net (loss) attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of the options and warrants to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options and warrants (which were assumed to have been made at the average market price of the common shares during the reporting period).

At September 30, 2007, the Company had issued and outstanding 106,235,047 common shares, and had no outstanding options or warrants.

MY SCREEN MOBILE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ JUNE 30, ~~2007~~2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Basic and Diluted Net (Loss) Per Common Share (“EPS”)

At June 30, 2008, the Company had issued and outstanding 125,922,098 common shares, and 25,434,697 common stock purchase warrants. All of the stock purchase warrants were potentially dilutive.

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), Share-Based Payment (“SFAS 123(R)”), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) was effective for public companies for the first fiscal year beginning after June 15, 2005, supersedes Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of Cash Flows. SFAS 123(R) eliminates the option to use APB 25’s intrinsic value method of accounting and requires recording expense for stock compensation based on a fair value based method.

The Company occasionally will issue shares of stock and stock warrants in exchange for services. The Company values the issuance of shares based on the fair value of its stock on the date of issuance. The Company values the warrants it issues based on the Black-Scholes model and in accordance with SFAS No. 123R.

Reclassifications

Certain prior period amounts have been reclassified to conform to current year presentation.

Recent Accounting Pronouncements

We do not expect the adoption of any recent accounting pronouncements to have a material effect on the financial statements.

NOTE 3 – GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. At ~~September~~June 30, 2007, the Company had accumulated losses of $640,~~193~~370,~~512~~ 162 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. The company is currently seeking additional equity and debt financing to sustain its operations. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

~~NOTE~~ 4 9 MY –SCREEN ~~PROPERTY~~MOBILE, ~~AND~~INC. (A ~~EQUIPMENT~~DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2008

NOTE 4 – PREPAID EXPENSES

Prepaid expenses include the value of shares and warrants issued under services agreements and contracts that are being expensed over the term of their respective agreements.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Cost		Accumulated				December 31,
Leasehold improvements	$	22,671
			Depreciation		Net		2007
Computer equipment	$	22,230
Leasehold improvements	$	56,729	$	20,574	$	36,155	$	22,517
Office furniture and equipment	$	10,742
Computer equipment	$	60,977	$	19,743	$	41,234	$	21,706
Total	$	55,644
Software	$	676	$	75	$	601	$	NIL
Office furniture and equipment	$	71,555	$	19,668	$	51,887	$	51,078
Total	$	189,937	$	60,060	$	129,877		95,301

Total depreciation expense for the three ~~and nine~~ months ended ~~September~~June 30, ~~2007~~2008 ~~and 2006~~ was $015,061 as(2007 – $NIL) and for the ~~assets~~six ~~were~~months ~~not~~ended ~~ready~~was ~~for~~$25,179 ~~their~~(2007 ~~intended~~– ~~use~~$NIL).

NOTE 5 6 – INTANGIBLE ASSETS

On April 4, 2007 the Company issued 10,000,000 shares of its common stock to acquire patents and intellectual property, for $10,000. The Company determined these intangible assets were impaired due to lack of foreseeable cash flows generated by these assets, and accordingly recorded an impairment loss of $10,000 in 2007.

8NOTE 7 – CONVERTIBLE DEBENTURES

Convertible debentures mature four years from the date of issuance and all have the following interest rate payment schedule: year 1 – 6%; year 2 – 8%; year 3 – 10%; year 4 – 12%. Interest is paid yearly, in arrears. The convertible debentures may be converted at any time in whole or in part, at the option of the holders, into restricted common shares of the Company at conversion prices ranging from $0.60 to $1.63. All of the Convertible debentures were converted into restricted common shares on or before March 31, 2008. Debentures in the amount of $431,500 were outstanding on December 31, 2007. See the table below for additional information on the convertible debentures:

	Principal amount of Debenture	Maturity Date	Interest Rate	Conversion Price	FV of stock on date of issuance
#1	$200,000	May 9, 2011	See above	$1.50	$2.70
#2	$47,500	August 24, 2011	See above	$1.58	$2.75
#3	$184,000	August 31, 2011	See above	$1.63	$2.65
#4	$150,000	October 15, 2011	None	$1.00	$3.04
#5	$75,000	February 4, 2012	See above	$0.60	$0.98
#6	$75,000	February 19, 2012	See above	$0.60	$0.65
#7	$200,000	March 12, 2012	See above	$0.60	$0.70
#8	$50,000	March 19, 2012	See above	$0.60	$0.65

MY SCREEN MOBILE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

NOTE 7 – CONVERTIBLE DEBENTURES - continued

Each of the above convertible debentures contains a beneficial conversion feature as calculated using the provisions of EITF 98-5. For Debenture #4 above, the intrinsic value of the beneficial conversion feature was greater than the proceeds allocated to the convertible debenture. As such, the amount assigned to the debt discount was limited to the $150,000. For all 8 debentures, since the debt is convertible on the date of issuance, the amount of the related debt discounts were immediately charged to interest expense. See the chart below:

	Debt discount from beneficial conversion	Amount charged to interest expense
#1	$115,141	$115,141
#2	$35,174	$35,174
#3	$160,000	$160,000
#4	$306,000	$150,000
	INTEREST EXPENSE FOR YEAR ENDED DECEMBER 31,2007	$460,315
#5	$47,500	$47,500
#6	$6,250	$6,250
#7	$33,333	$33,333
#8	$4,166	$4,166
	INTEREST EXPENSE FOR THE SIX MONTHS ENDED JUNE 30,2008	$91,249

All debentures were converted into common stock of the Company at their respective conversion prices.

NOTE 8 – RELATED PARTY TRANSACTIONS

The Company has an agreement with one of its shareholders (approximate 20% owner) whereby the shareholder’s company will perform programming services to the Company in developing its mobile phone technology. On occasion, the shareholder’s company has also advanced operating capital to the Company, on an as needed basis. There was no outstanding balance at June 30, 2008. No formal note payable has been established for such advances, and as such no related interest expense has been accrued. Total programming expenses recorded for this related party were $2,313,000 in 2007 and $1,022,126 for the six months ended June 30, 2008. The Company and the shareholder agreed to cancel 523,539 previously issued shares to the shareholder valued at $418,831 effective May 28, 2008 to reflect a revised agreed upon amount for the services provided.

NOTE 9 – STOCKHOLDERS’ EQUITY

On January 18, 2008, we issued 300,000 shares of common stock to an individual in exchange for consulting services provided to us by such individual. The related consulting expense was valued using the fair value of the Company’s common stock on the date of issuance, and totalled $300,000.

On January 23, 2008, in exchange for cash of $175,000, we issued two entities 175,000 shares of common stock, together with a warrant to purchase 175,000 shares of common stock exercisable at $1.00 per share. The warrants were valued on the date of issuance using the Black-Scholes model that generated a total fair value of $ 134,481. This amount was recorded as consulting expense.

On January 30, 2008, we issued an aggregate of 1,395,000 shares of common stock to 13 individuals and one entity, in exchange for services provided to us by such individuals and entity. The related consulting expense was valued using the fair value of the Company’s common stock on the date of issuance, and totalled $1,395,000.

On February 4, 2008, in exchange for $75,000, we issued a consultant a convertible Debenture in the principle amount of $75,000, together with a warrant to purchase 125,000 shares of common stock exercisable at $1.00 per share. The warrants were valued on the date of issuance using the Black-Scholes model that generated a total fair value of $ 107,497. This amount was recorded as consulting expense. On March 31, 2008, the consultant converted the debenture into an aggregate of 125,000 shares of common stock.

On February 19, 2008, in exchange for $75,000, we issued another consultant a convertible Debenture in the principle amount of $75,000, together with a warrant to purchase 125,000 shares of common stock exercisable at $1.00 per share. On March 12, 2008, in exchange for $200,000, we issued the same consultant a second convertible Debenture in the principle amount of $200,000, together with a second warrant to purchase 333,333 shares of common stock exercisable at US$1.00 per share. On March 19, 2008, in exchange for $50,000, we issued the same consultant a third convertible Debenture in the principle amount of $50,000, together with a warrant to purchase 83,333 shares of common stock exercisable at $1.00 per share. The 541,666 warrants issued to the consultant were valued on the date of issuance using the Black-Scholes model that generated a total fair value of $465,821. This amount was recorded as consulting expense. On March 31, 2008, the consultant converted all three debentures into an aggregate of 541,666 shares of common stock, 441,666 of which were issued on March 31, 2008, to the consultant, and 100,000 of which were issued on June 26, 2008, to a third party at the written direction of such consultant.

MY SCREEN MOBILE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ JUNE 30, ~~2007~~2008

NOTE 69 – ~~CONVERTIBLE DEBENTURE~~STOCKHOLDERS’ EQUITY - continued

~~Convertible debentures~~On ~~mature~~March ~~four years from the date of issuance and all have the following interest rate payment schedule: year 1 – 6%; year 2 – 8%; year 3 – 10%; year 4 – 12%. Interest is paid yearly~~31, ~~in arrears. The convertible debentures may be converted at any time in whole or in part~~2008, atwe ~~the~~issued ~~option~~one ~~of the~~entity ~~holders~~287,667 ~~into restricted common~~ shares of ~~the~~common ~~Company~~stock, atupon its conversion ~~prices ranging~~of ~~from~~three ~~$1.00 to $1.63. Convertible~~ debentures inwe ~~the~~issued ~~amount~~to ofsuch ~~$581,500 were~~entity ~~outstanding~~during ~~on September 30,~~ 2007~~, with none being outstanding at December 31, 2006~~. ~~See the table below for additional information on the convertible debentures:~~

	Principal amount of Debenture		Maturity Date	Interest Rate	Conversion Price		FV of stock on date of issuance
#1	$	184,000	May 9, 2011	See above	$	1.63	$	2.65
#2	$	47,500	August 24, 2011	See above	$	1.58	$	2.75
#3	$	200,000	August 31, 2011	See above	$	1.50	$	2.70
#4	$	150,000	October 15, 2011*	None	$	1.00	$	3.04

On March 31, 2008, we issued an individual, 75,000 shares of common stock as compensation due under an Employment Agreement entered into between us and such individual on January 1, 2008. The related consulting expense was valued using the fair value of the Company’s common stock on the date of issuance, and totalled $69,750.

* This convertibleOn ~~debenture~~April ~~was~~3, ~~originally~~2008, we issued one entity 475,000 shares of common stock, together with a warrant to purchase 1,163,000 shares of common stock for a purchase price of $1.00 per share, in exchange for services provided to us by such entity. The shares were valued using the fair value of the Company’s common stock on ~~September~~the 7date of issuance, and ~~2007~~totalled $475,000.The warrants were valued on the date of issuance using the Black-Scholes model that generated a total fair value of $1,320,510. These amounts were recorded as prepaid expenses and expensed as consulting expense over the term of the agreement.

~~Each~~On ~~of the~~April ~~above~~3, ~~convertible~~2008, ~~debentures~~we ~~contain~~issued aeach ~~beneficial~~one ~~conversion~~entity, ~~feature as calculated using the provisions of EITF 98-5. For Debenture #4 above~~100,000 ~~the intrinsic~~shares ~~value~~ of ~~the~~common ~~beneficial~~stock ~~conversion~~in ~~feature~~exchange ~~was~~for ~~greater~~services ~~than~~such ~~the proceeds~~entity ~~allocated~~provided to ~~the convertible debenture~~us. AsThe ~~such,~~related ~~the~~prepaid ~~amount~~expense ~~assigned to the debt discount~~ was ~~limited~~valued toat ~~the~~ $~~150~~100,000. ~~Additionally,~~using ~~Debenture~~the #4fair ~~above was~~value ~~converted~~of ~~to common shares on October 15, 2007. For all 4 debentures, since~~ the ~~debt~~Company’s iscommon ~~convertible~~stock on the date of issuance, ~~the~~and ~~amount~~was ofexpensed ~~the~~as ~~related~~consulting ~~debt discounts~~expense ~~were~~over ~~immediately~~the ~~charged~~term toof ~~interest expense. See~~ the ~~chart below:~~agreement.

	Debt discount from beneficial conversion		Amount charged to interest expense
#1	$	160,000	$	160,000
#2	$	35,174	$	35,174
#3	$	115,141	$	115,141
#4	$	306,000	$	150,000
	TOTAL		$	460,315

On April 18, 2008, we issued one entity a warrant to purchase 1,895,768 shares of common stock for a purchase price of $1.00 per share, in exchange for services provided to us by such entity. The warrants were valued on the date of issuance using the Black-Scholes model that generated a total fair value of $ 1,821,429. This amount was recorded as a prepaid expense and expensed as consulting expense over the term of the agreement.

~~Subsequent to~~On ~~December~~April 3118, ~~2007~~2008, ~~debentures~~we #issued one entity 1, #2731,281 ~~and~~shares #3of ~~were~~common ~~converted~~stock ~~into~~in ~~common~~exchange ~~stock~~ for services provided to us by such entity. The related prepaid expense was valued using the fair value of the Company’s atcommon ~~their~~stock ~~respective~~on ~~conversion~~the ~~prices~~date of issuance, and totalled $1,904,409.This amount was expensed as consulting expense over the term of the agreement

~~NOTE~~On April 18, 2008, we issued two entities 1,446,830 shares of common stock and warrants to purchase 750,930 shares of common stock for a purchase price of $1.00 per share, in exchange for services provided to us by such entity. The related prepaid expense was valued using the fair value of the Company’s common stock on the 7date –of ~~RELATED~~issuance, ~~PARTY~~and ~~TRANSACTIONS~~totalled $1,591,513.The warrants were valued on the date of issuance using the Black-Scholes model that generated a total fair value of $721,484 which was recorded as a prepaid expense. This amount was expensed as consulting expense over the term of the agreement.

~~The Company~~On ~~has~~April an18, ~~agreement~~2008, ~~with~~in ~~one~~exchange offor ~~its~~$150,000, ~~shareholders~~we ~~(approximate~~issued ~~27%~~an ~~owner) whereby~~individual ~~the~~250,000 ~~shareholder’s~~shares ~~company~~of ~~will~~common ~~perform~~stock, ~~programming~~together ~~services~~with toa ~~the Company~~warrant into ~~developing~~purchase ~~its mobile phone technology. On occasion~~150,000 ~~the shareholder’s~~shares ~~company~~of ~~has~~our ~~also~~common ~~advanced~~stock ~~operating~~for ~~capital~~a topurchase ~~the~~price ~~Company,~~of on$1.00 ~~an as~~per ~~needed basis~~share. The ~~amount~~warrants ofwere ~~these~~valued ~~advances~~on atthe ~~September~~date ~~30,~~of ~~2007~~issuance ~~was~~using ~~$11,633. No~~the ~~formal~~Black-Scholes ~~note~~model ~~payable~~that ~~has~~generated ~~been~~a ~~established~~total ~~for~~fair ~~such~~value ~~advances~~$144, ~~and as such no related interest expense has been accrued~~118. ~~Subsequently~~This ~~this~~ amount was ~~paid back~~recorded toas ~~the shareholder’s company, in full~~consulting expense.

~~NOTE~~On May 22, 2008, in exchange for $10,000,000 in cash, we issued Orascom Telecom Holdings, S.A.E., 12,500,000 shares of common stock along with a warrant to purchase 20,000,000 shares of our common stock having an exercise price of $2.00 per share. The 8warrants –were ~~STOCKHOLDERS’~~valued ~~EQUITY~~on the date of issuance using the Black-Scholes model that generated a total fair value of $23,861,952. This amount was recorded as consulting expense.

On ~~March 11~~May 28, ~~2007~~2008, ~~the~~we ~~Company’s~~issued ~~Board~~each one entity, 100,000 shares of ~~Directors~~common ~~approved~~stock ain 1exchange for ~~100~~services ~~stock~~such ~~reverse split~~entity provided to us. ~~Additionally, on~~The ~~May~~related ~~11,~~prepaid ~~2007,~~expense ~~the~~was ~~Company’s~~valued ~~Board~~using ofthe ~~Directors approved~~fair avalue 4of ~~for~~the 1Company’s ~~forward~~common stock ~~split.~~on ~~These~~the ~~consolidated~~date ~~financial~~of ~~statements have~~issuance, ~~been~~and ~~retroactively~~totalled ~~adjusted~~$195,000. toThis ~~account~~amount ~~for~~was ~~these~~expensed ~~stock~~as ~~splits~~consulting asexpense ifover the term ~~splits~~of ~~occurred~~the ~~at inception~~agreement.

~~On April 4, 2007, the Company issued 15,996,000 shares of common stock to various creditors for the $100,000 liability that was accrued at December 31, 2006.~~12

On May 23, 2007, the Company issued 35,000,000 shares of its common stock for cash of $1,000,000.

On May 29, 2007 the Company issued 44,600,000 shares of its common stock for services provided to the Company. The related consulting expense totalled $ 44,600.

During the period July 1, 2007 to September 31, 2007, the Company issued 270,000 shares of its common stock for services provided to the Company. The related consulting expense was valued using the fair value of the Company’s common stock on the date of issuance, and totalled $759,100.

In conjunction with the convertible debenture #4, as identified in footnote 6 above, the Company also issued 150,000 warrants with an exercise price of $1.00. Using the Black-Scholes model, the Company calculated the related fair value of the warrants and recorded consulting expense and additional paid in capital in the amount of $333,612. These 150,000 warrants were still outstanding at September 30, 2007.

MY SCREEN MOBILE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ JUNE 30, ~~2007~~2008

NOTE 9 – ~~SUBSEQUENT~~STOCKHOLDERS’ ~~EVENTS~~EQUITY - continued

~~During the~~Effective ~~period~~May ~~October 1~~28, ~~2007~~2008 tothe ~~December~~Company ~~31,~~cancelled ~~2007~~523,539 ~~the Company~~ issued ~~483,333~~ shares ofto ~~its~~a ~~common~~related ~~stock~~party ~~for~~shareholder ~~services provided~~ to ~~the~~reflect ~~Company.~~a ~~The~~revised ~~related consulting~~agreed ~~expense~~upon ~~was~~amount ~~valued~~for ~~using~~ the ~~fair~~services ~~value~~previously ofprovided. ~~the~~The Company’s charged common stock on ~~the~~and ~~date~~credited ofadditional ~~issuance,~~paid ~~and~~in ~~totalled~~capital $~~650,000~~524. ~~No common stock shares were issued during the year ended December 31, 2006.~~

~~The Company~~On ~~issued~~June ~~633~~30,~~333~~ ~~stock~~2008, ~~purchase~~we ~~warrants~~issued ~~during~~an ~~the year ended December 31~~individual, ~~2007 (including the 150~~75,000 ~~warrants~~shares ~~disclosed~~of ~~above~~common instock ~~footnote~~as ~~8).~~compensation ~~These warrants~~due ~~were~~under ~~valued~~an onEmployment ~~the~~Agreement ~~date~~entered ofinto ~~issuance~~between ~~using~~us ~~the~~and ~~Black-Scholes~~such ~~model~~individual ~~that generated~~on aJanuary ~~total fair value of $~~1,~~187,554~~ 2008. ~~This~~The ~~amount~~related ~~was recorded as~~ consulting expense inwas ~~these~~valued ~~consolidated~~using ~~financial~~the ~~statements.~~fair ~~All~~value ~~633,333 warrants~~of ~~remain~~the ~~outstanding~~Company’s atcommon ~~December 31, 2007. No~~ stock ~~purchase~~on ~~warrants were~~the ~~issued~~date ~~for~~of ~~the~~issuance, ~~year~~and ~~ended~~totalled ~~December 31~~$135, ~~2006~~450.

OnFor ~~May 22~~the six months ended June 30, 2008, the Company issued 125,~~500~~698,~~000~~111 shares for services. These shares were valued using the fair value of ~~its~~the Company’s common stock ~~along~~on ~~with 20,000,000~~the ~~stock~~date ~~purchase~~of ~~warrants~~issuance. ~~for~~The total fair value was $106,~~000~~166,~~000~~122. in$3,251,532 ~~cash.~~of ~~The~~this ~~warrants~~amount ~~have~~is anbeing expensed as consulting expense in these consolidated financial statements ~~exercise~~and ~~price~~the remaining balance of $2,914,590 ~~per~~was ~~common~~recorded ~~share.~~as a prepaid expense and is being expensed over the term of the service agreements

10For the six months ended June 30, 2008, the Company issued 24,801,364 stock purchase warrants. These warrants were valued on the date of issuance using the Black-Scholes model that generated a total fair value of $28,577,291. $25,674,191 of this amount is being expensed as consulting expense in these consolidated financial statements and the remaining balance of $2,903,100 was recorded as a prepaid expense and is being expensed over the term of the service agreements. 633,333 stock purchase warrants were issued for the year ended December 31, 2007. All 25,434,697 warrants remain outstanding at June 30, 2008.

NOTE 10 – SUBSEQUENT EVENTS

On November 10, 2008, we issued 4,000,000 shares of common stock to one entity in exchange for certain technology assets. Subsequently the parties agreed to reduce the number of shares by 2,000,000.The purchase price was valued using the fair value of the Company’s common stock on the date of issuance, and totalled $2,020,000.

On November 10, 2008, we issued an entity 1,250,000 shares of common stock, in exchange for services provided to us by such entity. The related consulting expense was valued using the fair value of the Company’s common stock on the date of issuance, and totalled $1,262,500.

On December 4, 2008 the Company granted 4,500,000 options to purchase common shares at $1.00 under the Company’s Long Term Incentive Plan. The options vest in 6 equal installments on December 31, 2008, June 30, 2009, December 31, 2009, June 30, 2010, December 31, 2010, and June 30, 2011. These options were valued on the date of issuance using the Black-Scholes model that generated a total fair value of $112,935 for the options that vested on December 31, 2008. The grants as well as the Long Term Incentive Plan are all subject to shareholder approval.

On January 29, 2009, the Company issued one entity, 25,000 shares of common stock in exchange for consulting services to be provided to the Company.

During March 2009, the Company issued 100,000 shares of common stock in return for $100,000 in cash.

The Company entered into an employment contract effective April 1, 2009 which requires 70,000 shares of Company’s common stock to be issued, vesting in 6 equal monthly installments of 11,666 shares beginning May 1, 2009 as long as the individual is employed as of the applicable vesting date.

MY SCREEN MOBILE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

NOTE 10 – SUBSEQUENT EVENTS - continued

The Company entered into an employment contract effective May 1, 2009 which requires 3,000,000 shares of Company’s common stock to be issued, vesting in 6 equal installments of 500,000 shares, six months, twelve months, eighteen months, twenty four months, thirty months and thirty-six months after May 1, 2009 as long as the individual is employed as of the applicable vesting date.

On June 26, 2009 the Company issued 560,000 shares of the Company’s common stock for $560,000. Each share of Common Stock was issued together with a warrant to purchase one half of a share of Common Stock exercisable at $1.00 per share, and a warrant to purchase one half of a share of Common Stock exercisable at $2.00 per share.

On June 27, 2009 the Company issued 55,000 shares of its common stock to an individual in return for services provided to the Company.

On August 28, 2009 the Company issued 175,000 shares of the Company’s common stock for $175,000. Each share of Common Stock was issued together with a warrant to purchase one half of a share of Common Stock exercisable at $1.00 per share, and a warrant to purchase one half of a share of Common Stock exercisable at $2.00 per share

On August 31, 2009 the Company issued 50,000 shares of the Company’s common stock for $50,000. Each share of Common Stock was issued together with a warrant to purchase one half of a share of Common Stock exercisable at $1.00 per share, and a warrant to purchase one half of a share of Common Stock exercisable at $2.00 per share

On August 31, 2009 the Company issued 27,500 shares of its common stock to an individual in return for services provided to the Company.

On September 9, 2009, the Company issued one entity, 200,000 shares of common stock in exchange for programming services to be provided to the Company.

Effective September 11, 2009, the two individuals holding the $100,000 Convertible Promissory Notes converted their notes into 66,666 restricted common shares.

During September, 2009 the Company issued 500,000 shares of the Company’s common stock for $500,000. Each share of Common Stock was issued together with a warrant to purchase one half of a share of Common Stock exercisable at $1.00 per share, and a warrant to purchase one half of a share of Common Stock exercisable at $2.00 per share.

On September 21, 2009 the Company issued 17,500 shares of the Company’s common stock to a Company and 14,000 shares of the Company’s common stock to an individual for services provided to the Company. Each share of Common Stock was issued together with a warrant to purchase one half of a share of Common Stock exercisable at $1.00 per share, and a warrant to purchase one half of a share of Common Stock exercisable at $2.00 per share.

On September 30, 2009, in exchange for $500,000, we issued a company a convertible Debenture in the principle amount of $500,000, together with a warrant to purchase 250,000 shares of common stock exercisable at $1.00 per share and a warrant to purchase 250,000 shares of common stock exercisable at $2.00 per share.

On September 30, 2009, the Company issued one individual, 25,000 shares of common stock in exchange for services provided to the Company.

From October 1 to the 16th, 2009 the Company issued 80,000 shares of the Company’s common stock for $55,000. Each share of Common Stock was issued together with a warrant to purchase one half of a share of Common Stock exercisable at $1.00 per share, and a warrant to purchase one half of a share of Common Stock exercisable at $2.00 per share.

During April 1 to October 2, 2009 the Company granted 11,100,000 options to purchase common shares at prices ranging from $1.00 to $1.45 under the Company’s Long Term Incentive Plan. 7,100,000 options are based on length of service, 887,500 options vested immediately, and the balance vest over two to three years. 4,000,000 options are performance based.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. To the extent that our analysis contains statements that are not of a historical nature, these statements are forward-looking statements, which involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements”. The following should be read in conjunction with our Consolidated Financial Statements and the related Notes included elsewhere in this filing, and in conjunction with our consolidated financial statements as of December 31, ~~2006~~2007, and the year then ended, and Management's Discussion and Analysis of Financial Condition and Results of Operations, which are contained in our Annual Report on Form 10-KSB for the year ended December 31, ~~2006~~2007.

Overview

My Screen Mobile, Inc., a Delaware corporation, was incorporated in the State of Delaware on January 10, 1996, under the name Nouveau Health Management, Inc. On January 16, 1996, we entered into a Merger Agreement with Health Management, Inc., a Florida corporation, in which Health Management, Inc. was merged with and into us. In connection with our merger with Health Management, Inc., we changed our name to Nouveau International, Inc. On January 17, 1996, we entered into an Agreement and Plan of Merger with Nouveau International, Inc., a Pennsylvania corporation, and Nouveau Acquisition Corp., a Delaware corporation and our wholly owned subsidiary, pursuant to which Nouveau Acquisition Corp. was merged with and into Nouveau International, Inc., which became our wholly owned subsidiary. On March 31, 1998, we ceased all of our operations and remained dormant until September 27, 2006, when we filed a Certificate of Renewal of Charter with the Delaware Secretary of State.

On April 4, 2007 we acquired the technology that forms the basis of our current business, and on April 19, 2007, we changed our name to My Screen Mobile, Inc.

Our technology is an application for direct incentive-based advertising to mobile telephones that allows mobile subscribers to be compensated for viewing targeted advertisements that is viewed on their mobile telephones or other mobile devices in the form of images.

Critical Accounting Policies and Estimates

The Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The discussion and analysis set forth below covers the following comparative periods: for the three and ~~nine~~six months ended ~~September~~June 30, ~~2007~~2008 and ~~2006~~ 2007.

Liquidity and Capital Resources

We had no cash of $7,003,598 as of ~~September~~June 30, ~~2007.~~2008 Wewhich ~~had~~included norestricted cash as of ~~December 31~~$3,000,000. ~~2006~~Prepaids orincludes at$5,817,690 ~~any time~~relating ~~between~~to ~~March~~the ~~1998~~value of shares and ~~2006~~warrants ~~since~~issued wefor ~~had~~services ~~been~~that ~~dormant~~will ~~since~~be ~~March 1998~~performed over the balance of the fiscal year. Property and equipment, net of depreciation was $129,877. Total assets, at ~~September~~June 30, 2008 were $12,951,165. Total assets as of December 31, 2007 were $5595,~~644~~545 which consisted of cash of $244 and property and equipment., net of depreciation $95,301. Total ~~assets~~Liabilities as of ~~December~~ 31June 30, ~~2006~~2008 ~~were~~was $020,446 which consisted of accrued expenses. Total Liabilities as of ~~September~~ 30December 31, 2007 was $~~593~~873,~~379~~958 which consisted of convertible ~~accounts~~debentures payable of $~~246~~431, ~~convertible~~500 ~~debentures~~and ~~payable~~accrued expenses of $~~581~~293,~~500~~085 and advances from a related party of $11149,~~633~~373 which were payable ~~to a related party~~ for software development. ~~Total Liabilities as at December 31, 2006 was $ 100,000.~~

During ~~the~~ ~~first nine months~~ the ~~company issued 35~~quarter,~~000,000~~ ~~shares~~in exchange for $110,~~000~~150,000 ~~and raised another $581,500~~ in ~~convertible debt financing. During fiscal 2008~~cash, we issued 12,~~500~~750,000 shares of our common stock along with warrants to purchase 20,000,000 shares of our common stock ~~purchase~~ ~~warrants~~having ~~for~~an exercise price of $~~10,000,000~~2.00 inper ~~cash~~share. Management believes that even with these financings, that without obtaining additional financing and developing an an ongoing source of revenue, we will not be able to complete the development of our software and launch successfully. Although we have actively been pursuing new business operations, we cannot give assurance that we will succeed in this endeavor, or be able to enter into necessary agreements to pursue our business on terms favorable to us. Should we be unable to generate additional revenues or raise additional capital, we could eventually be forced to cease business activities altogether.

1115

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations - continued

Results of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2007~~2008 and ~~2006~~ 2007 and for the period from inception (January 10, 1996) to ~~September~~June 30, ~~2007~~ 2008

Income

Our predecessor corporation was operational from January 1996 to March 1998. We were dormant from ~~March~~ 1998 through ~~2006~~March 2007. In April 2007, we commenced developing our software application and gathered interest from parties to deploy our software. We have no expectation of earning revenue until the first quarter of 2010 and as such, we had no income during the three orand ~~nine~~six months ended ~~September~~ June 30, ~~2007~~2008 and ~~2006~~2007. For the period from our inception on January 10, 1996 through ~~September 30~~March, ~~1996~~1998, we had net sales of $563,382, less $516,031 for cost of goods sold, resulting in gross profit of $47,351.

Expenses

WeFor ~~had no expenses for~~ the three ormonths ~~nine month period~~ ended ~~September~~June 30, ~~2006~~2008, ~~because~~ we ~~were~~ ~~dormant~~incurred ~~since~~an ~~March~~operating ~~1998. For~~loss ~~the~~of ~~three~~$28,851,336 ~~months~~compared ~~ended~~to ~~September 30~~$879,558 ~~2007,~~for wethe ~~incurred~~same ~~$1,805,489~~period in ~~operating expenses~~2007. Programming expense totaled $~~614~~517,~~875~~440 (2007 - $815,150). Programming payments were all made to a third party service ~~provider~~ providers and were expensed as incurred. Included in programming was $~~614~~454,~~875~~634 in(2007 – $810,250) in payments made to ~~one~~a ofrelated ~~its shareholder’s company~~party. Consulting ~~expense~~for the quarter was $127,~~047~~924,~~917~~516 (2007 - $44,600) which included $~~702~~23,~~500~~861,952 in expense relating to the Black-Scholes valuation of the 20,000,000 warrants issued as part of the $10 million financing and $1,104,440 in expense relating to common share purchase warrants issued in exchange for services. In addition $1,486,782 in expense was recognized in the quarter relating to common shares issued in return for services. ~~Legal~~General, selling and ~~Audit~~ administrative expense for the three months ended June 30, 2008 was $60231,~~242~~988 ~~which~~(2007 - $NIL) and included $56169,~~600~~791 in ~~expense~~premise expenses relating to ~~common~~the ~~shares~~leasing ~~issued~~of inpermanent ~~return~~office ~~for services~~space as well as temporary office space.

For the ~~nine~~ six months ended ~~September~~June 30, ~~2007~~2008, we incurred an operating loss of $232,~~675~~183,~~047~~212 compared to $879,558 for the same period in ~~operating expenses~~2007. Programming expense totaled $1,~~430~~121,~~025~~481 (2007 - $815,150). Programming payments were all made to a third party service ~~provider~~providers and were expensed as incurred. Included in programming was $1,~~425~~022,~~125~~126 (2007 – $810,250) in payments made to ~~one~~a ofrelated ~~its shareholder’s company~~party. Consulting ~~expense~~ was $130,~~092~~524,~~517~~296 (2007 - $44,600) which included $~~702~~23,~~500~~861,952 in expense relating to ~~common~~the ~~shares~~Black-Scholes valuation of the 20,000,000 warrants issued inas ~~return~~part ~~for~~of ~~services.~~the ~~Legal~~$10 ~~and~~million ~~Audit~~financing ~~expense was~~and $641,~~970~~812,239 ~~which~~in ~~included~~expense relating to common share purchase warrants issued in exchange for services. In addition $563,~~600~~251,532 in expense was recognized relating to common shares issued in return for services. General, selling and administrative expenses were $288,334 (2007 - $NIL) including $187,696 relating to the leasing of permanent office space as well as temporary office space.

~~For~~The ~~the period~~Company ~~from~~earned ~~our~~$706 ~~inception~~(2007 – NIL) in interest income on ~~January~~invested ~~10,~~cash ~~1996~~during ~~through~~the ~~September~~three and six months ended June 30, ~~2007,~~2008. weFor ~~had total~~the ~~operating~~six ~~expenses~~months ofended $5June 30,~~770,548,~~ ~~less~~the ~~gross~~Company ~~profit~~incurred of$99,524 (2007-$47160,~~351,~~000) ~~resulting~~ in ~~net~~Interest ~~operating~~expense ~~losses~~relating ofto ~~$5,723,197~~beneficial conversion features included in our convertible debenture agreement.

The ~~Company~~ ~~incurred~~operating ~~$300,315~~loss infor ~~Interest~~the ~~expense~~three ~~relating~~months toended ~~its~~June ~~debt~~30, ~~financing~~2008 was $28,851,336 (2007 – $879,558), for the ~~quarter~~six months ended ~~September~~June 30, 2008 $32,183,212 (2007 ~~and~~- $~~460~~879,~~315~~558) and for the ~~nine~~period ~~months~~from ~~ended September~~our inception on January 10, 1996 through June 30,~~2007.~~ ~~All~~2008, ofwe ~~this~~had ~~expense~~total ~~was~~an aoperating ~~result~~loss of ~~the~~$39,798,858. ~~beneficial~~The ~~conversion~~Other (income) expense for the ~~included~~three inmonths ~~our~~ended ~~convertible~~June ~~debenture~~30, ~~agreements.~~2008 Wewas ~~were~~($706) ~~required~~(2007 to– ~~fully amortize~~$160,000), for the ~~debt~~six ~~discount~~months asended June 30, 2008 $98,818 (2007 – $160,000) and for the ~~debenture~~period ~~was~~from ~~fully~~our ~~convertible~~inception on ~~date~~January ~~of issuance~~10, ~~per~~1996 ~~EITF~~through ~~98-5~~June 30, 2008, we had total other expenses of $571,304.

The ~~Impairment~~ Net loss ~~recorded~~for in the ~~second~~three ~~quarter~~months ofended ~~$10~~June 30,~~000~~ ~~results~~2008 ~~from~~was ~~the~~$28,850,630 ~~full write~~(2007 ~~off~~– of1,039,558), for the ~~value~~six ~~ascribed~~months toended ~~the~~June ~~shares~~30, ~~issued~~2008 in$32,282,030 ~~return~~(2007 ~~for~~- ~~the~~$1,039,558) ~~patents~~ and ~~trademarks~~for ~~assigned to~~ the ~~Company.~~period ~~The~~from ~~Company~~our ~~determined~~inception ~~the~~on ~~long~~January ~~term carrying~~10, ~~value~~1996 ofthrough ~~the~~June ~~asset~~30, ~~could~~2008, ~~not~~we behad ~~supported~~total ~~and~~Net ~~recorded~~loss ~~the~~of ~~Impairment loss~~$40,370,162.

The net loss for the three months ended September 30, 2007 was $2,105,804 and for the nine months ended September 30, 2007 was $3,145,362 and since inception, the net loss was $6,193,512.

Our Plan of Operation for the Next Twelve Months

On ~~September~~ June 30, ~~2007~~2008 we had no$7,003,598 of Cash and $~~593~~20,~~379~~446 in Current Liabilities. ~~We budgeted~~As toof ~~invest~~the adate ~~total~~ of ~~$2,000,000~~this ~~in software development in 2007 and a further $3~~report,~~000,000~~ ~~in 2008. We estimated~~ we ~~would~~are ~~need~~continuing to ~~raise~~develop atour ~~least~~business ~~an additional~~of ~~$5,000,000~~providing inmarketing ~~capital~~and inadvertising ~~2008~~tools infor ~~order~~the tomobile ~~continue~~communications ~~developing our business~~industry. InThere ~~2008,~~is weno ~~went~~guarantee ~~through~~that awe ~~very~~will ~~thorough~~be ~~request~~able ~~for proposal process~~ to ~~identify~~successfully adevelop ~~software~~our ~~development~~business ~~firm~~or that ~~could migrate our~~ ~~systems~~we towill begenerate ~~accepted~~sufficient byrevenues ~~mobile~~to ~~phone~~sustain ~~operators~~our ~~around~~operations. We ~~the~~need ~~world.~~to Wecontinue ~~budgeted~~ to ~~hire~~invest ~~approximately~~in 10our ~~full~~software, ~~time~~operating ~~staff~~software atand ahardware ~~cost~~platforms ofas ~~$1,100,000~~we ~~and~~near ~~budgeted~~commercial ~~to invest~~launch ~~$250,000~~early in ~~property~~2010. ~~and~~The ~~equipment~~amount ~~during~~invested ~~the~~is ~~year.~~dependent Weupon ~~also~~our ~~planned~~capability to ~~attend~~ araise ~~number~~additional ofcapital. ~~industry~~We ~~trade~~are ~~shows~~presently ~~and~~negotiating ~~budgeted~~to raise $~~250~~10,000 ~~for travel~~, ~~entertainment and advertising~~000.

We ~~are continuing~~anticipate tothat ~~have~~additional ~~discussions~~capital ~~with~~will alikely ~~number~~have ofto ~~mobile~~come ~~phone~~from ~~carriers~~issuing ~~and~~additional ~~we were~~equity ~~pleased~~or toconvertible ~~announce~~interests ~~Globalive~~in ~~Communications~~2009 ~~intent~~and to2010, ~~launch~~which ~~mobile advertising~~cannot ~~services~~occur inwithout ~~Canada~~diluting ~~using~~ the ~~MyScreen~~existing ~~application.~~equity Weownership ~~also~~of ~~spent~~our ~~a significant~~existing ~~amount~~common ofstockholders. ~~time~~We inare ~~2008~~continuing ~~identifying~~our ~~advertising~~efforts ~~firms~~ to ~~partner~~raise ~~with and~~additional ~~announced~~capital afrom ~~partnership~~both ~~with~~of ~~Zimmerman~~these ~~Advertising to help build the our brand internationally~~sources.

As of the date of this report, we are continuing to develop our business of providing marketing and advertising tools for the mobile communications industry. There is no guarantee that we will be able to successfully develop our business or that we will generate sufficient revenues to sustain our operations. We anticipate that additional capital will likely have to come from licensing fees or from issuing additional equity interests in 2009, which cannot occur without dramatically diluting the existing equity ownership of our existing common stockholders. We are continuing our efforts to raise additional capital from both of these sources.16

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations - continued

Off-Balance Sheet Arrangements

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Working Capital

Under the Securities Purchase Agreement dated May 15, 2008, between us and Orascom Telecom Holdings, S.A.E. we agreed to set aside $3,000,000 of the $10,000,000 invested is us under the Securities Purchase Agreement, in a separate bank account pursuant to an Escrow Agreement, which must be used by us to fund certain technical expenditures.

Contractual Obligations and Other Commercial Commitments

The following table sets forth information concerning our obligations and commitments to make contractual future payments, such as debt agreements, purchase obligations and contingent commitments.

Payments Due During Fiscal Years Ending December 31

Total

2008

2009-2010

2011-2012

Thereafter

Contractual Obligations:

Convertible debt obligations

581,500

Unrecorded Contractual Obligations:

Purchase obligations

NIL

All amounts below relate to agreements entered into subsequent to June 30, 2008.

Convertible debentures mature four years from the date of issuance and all have the following interest rate payment schedule: year 1 – 6%; year 2 – 8%; year 3 – 10%; year 4 – 12%. Interest is paid yearly, in arrears. The convertible debentures may be converted at any time in whole or in part, at the option of the holders, into restricted common stock at conversion prices ranging from $1.00 to $1.63 with a weighted average price of $1.33. Subsequent to September 30, 2007, all debentures were converted into common stock at their respective conversion prices and as such, there are no future payments due.

	Payments Due During Fiscal Years Ending December 31,
	Total		2009		2010-2011	2012-2013	Thereafter
Contractual Obligations:

Software development contract		2,249,550		2,249,550

Server Hosting IP Transit Contract		1,562,881		253,959	980,316	328,606

Convertible promissory note obligations **

Convertible Debenture ***

Unrecorded Contractual Obligations:
Purchase obligations	NIL

** On September 5, 2008, we issued two Convertible Promissory Notes in an aggregate principal amount of $100,000 which are convertible at the option of the holders into restricted shares of common stock at $1.50 per share. On September 11, 2009 the holders exercised their option and converted into 66,666 restricted common shares. On September 30, 2009, we issued a Convertible Debenture in the principal amount of $500,000 which is convertible into shares of common stock at $1.00 per share.

*** Convertible debentures issued prior to June 30, 2008 were converted at the option of the holders, into restricted common stock at prices ranging from $0.60 to $1.63 and as such, there are no future payments due.

Warrants

As of ~~September~~ June 30, ~~2007~~2008, we had no20,000,000 outstanding warrants, each of which allow the holder to purchase restricted common shares at $2.00 and 5,434,697 outstanding warrants which allow the holder to purchase a restricted common share at $1.00.

Common Stock

On During ~~May 11,~~the ~~2007,~~three ~~our~~month ~~Board~~period ofended ~~Directors~~June ~~approved~~30, a2008, 4the ~~for~~Company 1issued ~~forward~~3,928,111 shares of common stock ~~split.~~for ~~During the~~services ~~three~~and ~~month~~12,750,000 ~~period~~common ~~ended~~shares ~~September~~for 30$10, ~~2007~~150,000. ~~the~~The Company ~~issued~~cancelled ~~270~~523,~~000~~ 539 issued shares ofto ~~common~~a ~~stock~~related party shareholder to reflect a revised agreed upon amount for services previously provided. The total number of shares of common stock outstanding as of ~~September~~June 30, ~~2007~~2008 was ~~106~~125,~~235~~922,~~047~~098.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations - continued

Special Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward-looking statements made by or on behalf of the Company. We and our representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to stockholders. Generally, the inclusion of the words "believe", "expect", "intend", "estimate", "anticipate", "will", and similar expressions identify statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections.

All statements addressing operating performance, events, or developments that we expect or anticipate will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results (in particular, statements under Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations), contain forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. There can be no assurance that any statements of expectation or belief will result or be achieved or accomplished. In addition, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

By their nature, all forward-looking statements involve risk and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons. You should carefully review Item 1B of Part II of this 10-Q which sets forth various Risk Factors.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - continued

Recent Accounting Pronouncements

We do not expect the adoption of any recent accounting pronouncements to have a material effect on our financial statements.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by our management, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of ~~September~~June 30, ~~2007~~2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC's rules and forms. Management has taken steps to ensure that all future filings contain all required disclosures and that such filings are made within the time periods specified.

Management's Report on Internal Control Over Financial Reporting

Management of our company is responsible for establishing and maintaining adequate internal control over financial reporting. Our company's internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

•	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;

Item 4.

Controls and Procedures. - continued

Management's Report on Internal Control Over Financial Reporting - continued

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Management was made aware of certain errors in our consolidated financial statements. Such errors are deemed by management to have occurred due to material weaknesses in our controls and procedures. Accordingly, based on our assessment we have concluded that, as of March 31, 2008, our internal controls over financial reporting were not effective based on those criteria outlined under the Securities Exchange Act. Our Chief Executive Officer and Chief Financial Officer, the (“Certifying Officers”) have evaluated the effectiveness of our disclosure controls and the timeliness of our regulatory filings and believe that our disclosure controls and procedures were not effective based on the required evaluation as of the date of this Report. As stated previously, we were dormant from March 1998 until April 2007. We intend to take steps to remediate these material weaknesses, including either engaging an outside consulting firm or hiring qualified staff with the requisite expertise to assist with certain complex accounting of our convertible securities and our long term incentive plan and to ensure timelier reporting.

Changes in Internal Control over Financial Reporting

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended ~~September~~June 30, ~~2007~~2008, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 11A. Legal Proceedings

We are not a party to any pending litigation and none is contemplated or threatened; except a former consultant has claimed that he is entitled to shares of common stock of the Company, although he has not filed a formal complaint. The Company believes such claim does not have merit and in the event a complaint is filed the Company intends to vigorously defend itself.

Item 1A1B. Risk Factors

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications ~~with~~ with investors and oral statements. Any or all of our forward-looking statements in this ~~Quarterly~~quarterly ~~Report~~report on Form 10-Q and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

We immediately need additional funding to continue our operations. If we are unable to obtain additional funding, we may be required to cease operations and you could lose your investment.

We need substantial amounts of additional capital in the near term, to continue our operations. At the present time, we are not generating any revenue, and our cash reserves are very low. As of October 9, 2009, cash and cash equivalents were almost zero, while our outstanding debt and accrued liabilities exceeded one million five hundred thousand dollars ($1,500,000). In addition, our monthly operating expenses are approximately $300,000. As a result of our current financial condition, our ability to continue as a going concern is dependent on our ability to quickly obtain additional financing, and ultimately achieve and maintain profitable operations. We are in the process of seeking additional capital through the issuance of debt and/or equity securities. Although we believe that we are taking steps to rectify our liquidity position, we cannot assure you that our actions will be successful or that we will be able to continue as a going concern. If we are unable to obtain such additional funding, we may be required to cease operations and you could lose your investment.

Item 1B.

Risk Factors - continued

Our limited operating history makes evaluation of our business difficult.

We acquired our current mobile technology in April 2007, and have not yet commercially deployed our technology. We, therefore, have limited historical financial data related to our current business, upon which to base planned operating expenses or forecast accurately our future operating results. Our limited operating history will make it difficult for investors to evaluate our business and prospects. Our failure to address these risks and difficulties successfully could seriously harm us.

We expect that our anticipated future growth may strain our management, administrative, operational and financial infrastructure, which could adversely affect our business.

We have recently undergone significant expansion of our operations, and anticipate that further significant expansion of our present operations will be required to capitalize on the potential growth in market opportunities. This expansion has placed, and is expected to continue to place, a significant strain on our management, operational and financial resources. We expect to add a significant number of additional key personnel in the future, including key managerial, sales and technical employees who will have to be fully integrated into our operations. ~~In order~~To to manage our growth, we will be required to continue to implement and improve our operational and financial systems, to expand existing operations, to attract and retain superior management, and to train, manage and expand our employee base. We cannot assure you that we will be able to effectively manage the expansion of our operations, that our systems, procedures or controls will be adequate to support our operations or that our management will be able to successfully implement our business plan. If we are unable to manage growth effectively, our business, financial condition and results of operations could be materially adversely affected.

Our executive officers and certain key personnel are critical to our success, and the loss of these officers and key personnel could harm our business.

Our performance is substantially dependent on the continued services and performance of our executive officers and other key personnel, and our ability to retain and motivate our officers and key employees. The loss of the services of one or more of our officers or other key employees could have a material adverse effect on our business, prospects, financial condition and results of operations. Our future success also depends on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial and marketing personnel. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such personnel. The failure to attract and retain our officers or the necessary technical, managerial and marketing personnel could have a material adverse effect on our business, prospects, financial condition and results of operations.

The market for mobile advertising services is in the early stages of development, and if ~~the~~that market ~~for our services~~ does not develop as we anticipate, it will have a material adverse effect on our business, prospects, financial condition and results of operations.

Mobile marketing and advertising, in general, are in the early stages of development. Our future revenue and profits are substantially dependent upon the widespread acceptance, growth, and use of mobile telephony anas effective advertising medium. Most advertisers have generally relied upon more traditional forms of media advertising and have no, or only limited, experience advertising on mobile telephones. Mobile marketing ~~is still in an early stage of development and~~ may not be accepted by advertisers and/or consumers for many reasons. If advertisers or consumers reject our services, or opt-in mobile advertising in general, the commercial utility of our technology and services may not develop as we anticipate.

Item 1A. Risk Factors - continued

We will rely on our advertiser network partners to provide us access to their advertisers, and if they do not, it could have an adverse impact on our business.

We will rely on our advertiser network partners to provide us with access to their advertisers so that we can deploy their advertisements to customers in order to generate revenue when a consumer views an advertisement. Our success depends, in part, on the maintenance and growth of our advertiser network partners. If we are unable to develop or maintain relationships with these partners, our operating results and financial condition will suffer.

We may experience downward pressure on our advertising revenues if advertisers do not obtain a competitive return on investment, which could have a material and adverse effect on our financial results.

We may experience downward pressure on our future advertising revenues if advertisers do not obtain a favorable return on investment from our mobile advertising in comparison to traditional advertising or mobile advertising offered by competitors. Our technology employs certain filtering processes with respect to the quality and demographics of the consumer traffic to which our advertisers’ messages will be targeted, including, having our customers complete a registration on which they identify their lifestyle preferences and other demographic information. In addition, we will limit the number of paid advertisements each consumer may receive per day, to, among other things, decrease the risk that consumers will become inundated with too many advertisements, thereby reducing the effectiveness of each advertisement. There is a risk, however, that a certain number of advertisements will be directed to consumers deemed to be less valuable by our advertisers. This may adversely ~~effect~~affect the return on investment of our advertisers, harm our relationships with our advertisers and slow ~~down~~ the growth of, or prevent us from growing, our advertiser base, which would adversely affect our revenues.

We will depend on mobile telecommunication providers to attract a significant percentage of our customers, and if our relationship with them deteriorates or terminates, we may be unable to attract customers, which would adversely affect our business and results of operations.20

~~To succeed,~~Item ~~we must attract and retain a large number of customers on a cost-effective basis~~1B. WeRisk ~~will~~Factors rely on a variety of methods to attract customers, namely by partnering with telecommunications providers to promote our services to their customers. As a result, we expect that many of our customers will be generated through our telecommunication provider partners. If we are unable to grow our base of telecommunications provider partners or maintain relationships with our existing partners, or our partners do not adequately promote our services, we may not be able to attract new customers or retain existing customers on a cost-~~effective~~ basis and, as a result, our revenue and results of operations would be affected adversely. In addition, if our network of telecommunication providers does not grow and does not improve over time, advertisers may reduce or terminate their business with us, which would have an adverse effect on our revenue and results of operations.continued

We will depend on mobile telecommunication providers to attract a significant percentage of our customers, and if we are unable to effectively develop relationships with mobile telecommunication providers or any of our relationships with them deteriorates or terminates, we may be unable to attract customers, which would adversely affect our business and results of operations.

To succeed, we must attract and retain a large number of customers on a cost-effective basis. We will rely on a variety of methods to attract customers, namely by partnering with telecommunications providers to promote our services to their customers. As a result, we expect that many of our customers will be generated through our telecommunication provider partners. If we are unable to grow our base of telecommunications provider partners or maintain relationships with our existing partners, or our partners do not adequately promote our services, we may not be able to attract new customers or retain existing customers on a cost-effective basis and, as a result, our revenue and results of operations would be affected adversely. In addition, if our network of telecommunications providers does not grow and does not improve over time, advertisers may reduce or terminate their business with us, which would have an adverse effect on our revenue and results of operations.

Failure to adequately protect our intellectual property and proprietary rights could harm our competitive position.

Our success is substantially dependent upon our proprietary technology, which relates to a variety of business, technology, and transactional processes associated with our mobile advertising technology. We rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality agreements and technical measures, to protect our proprietary rights. Although we have filed for patent protection over aspects of our technology, much of our proprietary information may not be patentable. We cannot assure you that any pending patent applications will be issued or that their scope is broad enough to provide us with meaningful ~~protection. Although~~ ~~we have filed to obtain trademarks over certain of the marks we use in our business, we cannot assure you that we will be able to secure significant~~ protection ~~for these marks~~. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our technology and/or services or to obtain and use information that we regard as proprietary. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology or duplicate our services or design around patents issued to us or our other intellectual property rights. If we are unable to adequately protect our intellectual property and proprietary rights, our business and our operations could be adversely affected.

16Although we have filed to obtain trademarks over certain of the marks we use in our business, we cannot assure you that we will be able to secure significant protection for these marks. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our technology and/or services or to obtain and use information that we regard as proprietary. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology or duplicate our services or design around patents issued to us or our other intellectual property rights. If we are unable to adequately protect our intellectual property and proprietary rights, our business and our operations could be adversely affected.

Item 1A. Risk Factors - continued

We may be subject to intellectual property claims that create uncertainty about ownership of technology essential to our business and divert our managerial and other resources.

There has been a substantial amount of litigation in the technology industry regarding intellectual property rights. Our success depends, in part, on our ability to protect our intellectual property and to operate without infringing on the intellectual property rights of others in the process. There can be no guarantee that any of our intellectual property will be adequately safeguarded, or that it will not be challenged by third parties. We may be subject to patent or trademark infringement claims or other intellectual property infringement claims that would be costly to defend and could limit our ability to use certain critical technologies. We may also become subject to interference proceedings conducted in the patent and trademark offices of various countries to determine the priority of inventions.

Any patent litigation or interference proceedings could negatively impact our business by diverting resources and management attention away from other aspects of our business and adding uncertainty as to the ownership of technology and services that we view as proprietary and essential to our business. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments in the litigation. If investors perceive these results to be negative, it could have an adverse effect on the trading price of our common stock.

In addition, a successful claim of patent or trademark infringement against us and our failure or inability to obtain a license for the infringed or similar technology or trademark on reasonable terms, or at all, could have a material adverse effect on our business. Also, an adverse determination of any litigation or defense proceedings could cause us to pay substantial damages, including treble damages, if we willfully infringe, and, also, could put our patent applications at risk of not being issued.

Government and legal regulations may damage our business.

Because the mobile advertising business is in its infancy, we are not currently subject to direct regulation by any government agency, other than regulations generally applicable to the mobile telecommunications, marketing and advertising industries. The mobile telecommunications industry in general is subject to regulation by the Federal Communications Commission and other foreign, federal, state and local agencies. Existing or future laws and regulations may inhibit our ability to expand our business and introduce new products and services, or may restrict the use of our services or the features we offer. In addition, changes to the existing regulatory framework could adversely affect our business plans.

Item 1B.

Risk Factors - continued

The mobile telecommunications, marketing and advertising industries face uncertainty related to future government regulation through the application of new or existing federal, state and international laws. Due to the rapid growth and widespread use of mobile telephones, legislatures at the international, federal and state level have enacted and may continue to enact various laws and regulations relating to the mobile telecommunications industry.

Laws and regulations may be adopted in the future that directly govern mobile advertising. The adoption of laws or regulations relating to the placement of advertisements, defamation or taxation may inhibit the growth in use of mobile advertising, which in turn, could decrease the demand for our technology and services and increase our cost of doing business or otherwise have a material adverse effect on our business, prospects, financial condition and results of operations.

In addition, foreign governments may pass laws which could negatively impact our business and/or may prosecute us for violating existing laws. Such laws might include EU member country conforming legislation under applicable EU Privacy and Data Protection Directives. Any costs incurred in addressing foreign laws could negatively affect the viability of our business.

Item 1A. Risk Factors - continued

We may incur liabilities for the activities of our advertisers, distribution partners and other users of our services, which could adversely affect our business.

In obtaining advertisements, we may rely on the content and information provided to us by our advertisers or advertiser network partners on behalf of their individual advertisers. We may not investigate the individual business activities of these advertisers other than the information provided to us, or analyze the legality of, or verify the accuracy or content of advertisements. We As a result, we may not successfully avoid liability for unlawful activities carried out by our advertisers and other users of our services.

Our potential liability for unlawful activities of our advertisers and other users of our services could require us to implement measures to reduce our exposure to such liability, which may require us, among other things, to spend substantial resources, to discontinue certain service offerings or to terminate certain partner relationships. For example, as a result of the actions of advertisers in our network, we may be subject to private or governmental actions relating to a wide variety of issues, such as privacy, gambling, promotions, and intellectual property ownership and infringement. We may be required to indemnify these distribution partners against liabilities or losses resulting from the content of the advertisements we deliver or resulting from third-party intellectual property infringement claims. Any costs incurred as a result of such liability or asserted liability could have a material adverse effect on our business, operating results and financial condition.

We face competition from internet and traditional media companies, and we may not be included in the advertising budgets of large advertisers, which could harm our operating results.

Although we believe our ~~products~~product and services have certain advantages over the products and services currently offered by our competitors, the mobile advertising industry is very competitive. Many of our competitors, such as Third Screen Media, which was ~~recently~~ purchased by a division of AOL, have substantially greater financial, technical, and marketing resources, larger customer bases, longer operating histories, greater name recognition, and more established relationships in the industry than us. They can also devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can. If we are unable to successfully compete in our markets, our operating results will be adversely ~~effected~~ affected.

In addition, we face competition from companies that offer internet advertising and traditional media advertising opportunities. Most large advertisers have set advertising budgets. Since our industry is so new, there may not be any funds available in advertising budgets for mobile advertising. We expect that large advertisers will continue to focus most of their advertising efforts on internet and traditional media. If we fail to convince these companies to spend a portion of their advertising budgets with us, or if our existing advertisers reduce the amount they spend on our programs, our operating results would be harmed.

If we are not able to respond to the rapid technological change characteristic of our industry, our products and services may cease to be competitive.

The mobile telecommunications industry is characterized by rapid change in business models and technological infrastructure, and we will need to constantly adapt to changing markets and technologies to provide new and competitive products and services. If we are unable to ensure that our users, advertisers, and distribution partners have a high-quality experience with our services, then they may become dissatisfied and stop using our products and services. Accordingly, our future success will depend, in part, upon our ability to develop and offer competitive products and services. We may not, however, be able to successfully do so, and our competitors may develop innovations that render our products and services obsolete or uncompetitive.

1822

Item 1A1B. Risk Factors - continued

We have not fully completed commercial development of our mobile marketing platform and tested it on a large scale.

We have not yet fully completed the commercial development of our mobile marketing technology and tested our platform on a large scale. The inability to successfully complete development of our technology and introduce our service would have a material adverse affect on our business and operations. In addition, the mobile telecommunications industry is characterized by rapidly changing technology with continuous improvements. We may not successfully develop or adopt new technologies, introduce new services or enhance our existing services on a timely basis and new technologies, new services or enhancements we use or develop may never achieve market acceptance. If we fail to address these developments, our business, operating results and financial condition will be materially adversely affected.

Our technical systems are vulnerable to interruption and damage that may be costly and time-consuming to resolve and may harm our business and reputation.

A disaster could interrupt our services for an indeterminate length of time and severely damage our business, prospects, financial condition and results of operations. Our systems and operations are vulnerable to damage or interruption from:

Fire, floods and other natural disasters;

network failure;

hardware failure;

software failure;

power loss;

telecommunications failures;

break-ins;

terrorism, war or sabotage;

computer viruses;

penetration of our network by unauthorized computer users and “hackers” and other similar events;

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